EXHIBIT
4.1

        


        SUBSCRIPTION
AGREEMENT FOR FLOW-THROUGH SHARES

        


        APOLLO
GOLD CORPORATION

        


        THE
FLOW-THROUGH SHARES BEING OFFERED FOR SALE MAY ONLY BE

        PURCHASED
BY RESIDENTS OF ONTARIO, BRITISH COLUMBIA AND ALBERTA,

        IN
EACH CASE PURSUANT TO AVAILABLE EXEMPTIONS UNDER

        APPLICABLE
SECURITIES LEGISLATION

        


        
          
            
              	
                      IMPORTANT

                       

                      The
      following items in this Subscription Agreement have been completed (please
      initial each applicable box):

                       

                    
	
                      All Purchasers

                    
	 
      	 
      	 
      
	 
      	 
      	
                      All
      Purchaser Information in the boxes on page
      2.

                    
	 
      	 
      	 
      
	 
      	 
      	
                      Certificate
      (for Accredited Investors Resident in Canada) attached as Schedule
      A.

                    
	 
      	 
      	 
      
	 
      	 
      	
                      Registration
      Rights Agreement attached as Schedule C.

                    
	 
      	 
      	 
      


            

          

        

         

        A
completed and originally executed copy of this Subscription Agreement, including
the items required to be completed as set out above, must be delivered, by no later than 10:00 a.m.
(Toronto time) on December 19, 2008, to Apollo Gold Corporation, 5655
South Yosemite Street, Suite 200, Greenwood Village, Colorado, 80111-3220,
Attention:  R. David Russell, Fax: (720) 482-0957.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      


      APOLLO
GOLD CORPORATION

      SUBSCRIPTION
AGREEMENT FOR FLOW-THROUGH SHARES

       

      TO:                      APOLLO
GOLD CORPORATION

       

      The
undersigned (the "Subscriber") hereby
irrevocably subscribes for and offers to purchase from Apollo Gold Corporation
(the "Corporation") that
number of Flow-Through Shares (as hereinafter defined) specified below at a
price of $0.30 per Flow-Through Share.  The Subscriber agrees to be
bound by the terms and conditions set forth in the attached "Terms and
Conditions of Subscription for Flow-Through Shares" and acknowledges that the
Corporation and its counsel are relying upon the representations, warranties and
covenants of the Subscriber set forth therein and in the schedules thereto. The
purchase and sale of the Flow-Through Shares hereunder forms part of a larger,
non-brokered private placement offering of up to 16,666,666 Flow-Through Shares
(the "Offering").

       

      SUBSCRIPTION
AND SUBSCRIBER INFORMATION

       

      Please
print ALL
information (other than signatures), as applicable, in the space provided
below

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          (Name of
      Subscriber):                                                             

                                        	 
      	
                                          Number
      of Flow-Through Shares:                                              x
      $0.30

                                        
	
                                          Account Reference (if
      applicable):                                                       

                                        	 
      	
                                                                             =

                                        
	 
      	 
      	
                                          Aggregate
      Subscription Price:                                                            

                                        
	
                                          By:                                                                       

                                        	 
      	
                                          (the
      "Subscription
      Price")

                                        
	
                                                    Authorized
      Signature

                                        	 
      	 
      
	 
      	 
      	 
      
	
                                          (Official
      Capacity or Title – if the Subscriber is not an
individual)

                                        	 
      	
                                          If
      the Subscriber is signing as agent for a principal (beneficial purchaser)
      and is not purchasing as trustee or agent for accounts fully managed by
      it, complete the following:

                                        
	
                                          (Name
      of individual whose signature appears above if different than the name of
      the subscriber printed above.)

                                           

                                        	 
      	
                                          (Name
      of Principal)

                                        
	
                                          (Subscriber’s
      Address, including Municipality and Province)

                                           

                                        	 
      	
                                          (Principal’s
      Address)

                                        
	
                                          S.I.N.
      or Taxation Account of Subscriber

                                           

                                        	 
      	 
      
	 
      	 
      	 
      
	
                                          (Telephone
      Number)                                     (Email
      Address)

                                        	 
      	 
      
	 
      	 
      	 
      
	
                                          Account
      Registration Information:

                                        	 
      	
                                          Delivery
      Instructions as set forth below:

                                        
	 
      	 
      	 
      
	
                                          (Name)

                                        	 
      	
                                          (Name)

                                           

                                        
	 
      	 
      	
                                          (Account
      Reference, if applicable)

                                        
	
                                          (Address,
      including Postal Code)

                                           

                                        	 
      	
                                          (Address,
      including Postal Code)

                                        
	
                                          (Account
      Reference, if applicable)

                                        	 
      	
                                          (Contact
      Name)                                                   (Telephone
      Number)

                                        
	
                                          Number
      and kind of securities of the Corporation held, directly or indirectly, if
      any:

                                        	 
      	
                                          1.  State
      whether Subscriber is an Insider (as such term is hereinafter defined) of
      the Corporation:

                                        
	 
      	 
      	 
      
	 
      	 
      	
                                          Yes                  o                         No                o 

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      
        
          	
                   

                  INSTRUCTIONS FOR SUBSCRIBERS

                   

                  The
      Subscriber must:

                  (1)   
      Read this Subscription Agreement;

                  (2)   
      Complete and execute the face page of this Subscription
      Agreement;

                  (3)   
      Read and complete the Certificate set out in Schedule "A";

                  (4)   
      Read and complete the Registration Rights Agreement set out in Schedule
      "C";

                  (5)   
      Make payment for the Subscribed Shares as required by the Terms and
      Conditions; and

                  (6)   
      Deliver the signed documents as required by the Terms and Conditions.
      

                


        

      

       

      *
* * * *

       

      ACCEPTANCE:  The
Corporation hereby accepts the above subscription subject to the terms and
conditions contained in this Subscription Agreement.

       

      
        
          
            	
                    APOLLO
      GOLD CORPORATION

                  	 
      
	 	 
	
                    Per:
      ___________________________________________

                  	
                    Date:
      ___________________________________________

                  


          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      TERMS
AND CONDITIONS OF SUBSCRIPTION FOR

      FLOW-THROUGH
SHARES

       

      ARTICLE
1      INTERPRETATION

       

      1.1            Definitions

       

      Whenever
used in this Subscription Agreement, unless there is something in the subject
matter or context inconsistent therewith, the following words and phrases shall
have the respective meanings ascribed to them as follows:

       

      "affiliate" shall have the
meaning ascribed to such term in the Securities Act
(Ontario).

       

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

       

      "AMEX Approval" means the
approval by the AMEX of the listing of up to 16,666,666 Flow-Through Shares to
be sold in the Offering.

       

      "Business Day" means a day
other than a Saturday, Sunday or any other day on which the principal chartered
banks located in Toronto are not open for business.

       

      "Canadian Exploration Expense"
or "CEE" means Canadian
exploration expense as described in paragraph (f) of the definition of "Canadian exploration expense"
in subsection 66.1(6) of the Tax Act or that would be described in paragraph (h)
of such definition if the reference therein to "paragraphs (a) to (d) and (f) to
(g.1)" were a reference to paragraph (f), excluding expenses that are "Canadian exploration and development
overhead expenses" (as defined in the regulations to the Tax Act for purposes of
paragraph 66(12.6)(b) of the Tax Act) of the Corporation or amounts which
constitute specified expenses for seismic data described in paragraph
66(12.6)(b.1) of the Tax Act or any expenses for
prepaid services or rent that do not qualify as outlays and expenses for the
period as described in the definition of "expense" in subsection
66(15).

       

      "Closing" shall have the
meaning ascribed to such term in Section 4.1.

       

      "Closing Date" shall have the
meaning ascribed to such term in Section 4.1.

       

      "Closing Time" shall have the
meaning ascribed to such term in Section 4.1.

       

      "Common Shares" means common
shares in the capital of the Corporation.

       

      "Control Person" means a
person, company or combination of persons or companies described in clause (c)
of the definition of "distribution" in subsection 1(1) of the Securities Act
(Ontario).

       

      "Corporation" means Apollo Gold
Corporation and includes any successor corporation to or of the
Corporation.

       

      "distribution" shall have the
meaning ascribed to such term in the Securities Act
(Ontario).

       

      "Flow-Through Shares" means
Common Shares in the capital of the Corporation being issued which qualify as
"flow-through shares" as defined in subsection 66(15) of the Tax
Act.

       

      "Insider" shall have the
meaning ascribed to such term in the Securities Act
(Ontario).

       

      "Offering" shall have the
meaning ascribed to such term on page 1 of this Subscription
Agreement.

       

      "Person" means any individual
(whether acting as an executor, trustee, administrator, legal representative or
otherwise), corporation, firm, partnership, sole proprietorship, syndicate,
joint venture, trustee, trust, unincorporated organization or association, and
pronouns have a similar extended meaning.


      
        
           


        

        
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      "Prescribed Forms" means the
forms prescribed from time to time under subsection 66(12.7) of the Tax Act
filed or to be filed by the Corporation within the prescribed times renouncing
to the Subscriber the Resource Expenses incurred pursuant to this Subscription
Agreement and all parts or copies of such forms required by Revenue Canada to be
delivered to the Subscriber.

       

      "Prescribed Relationship" means
a relationship between the Corporation and the Subscriber (including any
beneficial purchaser for whom the Subscriber acts) as described in subsection
66(12.671) of the Tax Act, or where the Subscriber and the Corporation are
related or otherwise do not deal at arm’s length for purposes of the Tax
Act.

       

      "Proposed Amendments" means
the draft legislation to amend the Tax Act and regulations thereto released by
the Minister of Finance (Canada) on December 20, 2002, November 9, 2006 and
March 19, 2007.

       

      "Public Record" means, without
limitation, the prospectuses, annual information forms, annual and quarterly
reports, offering memoranda, material change reports, press releases and any
other documents or reports filed by the Corporation with Securities Commissions
during the 24 months preceding the date hereof and which is available on
SEDAR.

       

      "Registration Rights Agreement"
means the Registration Rights Agreement attached hereto as Schedule
"C."

       

      "Registration Statement" means
the registration statement that the Corporation agrees to file with the SEC
pursuant to the Registration Rights Agreement to register the Flow-Through
Shares for resale pursuant to the terms of the Registration Rights
Agreement.

       

      "Resource Expense" means an
expense which is CEE, which is incurred on or after the Closing Date and on or
before the Termination Date, which may be renounced by the Corporation as CEE
pursuant to subsection 66(12.6) of the Tax Act in accordance with subsection
66(12.66) of the Tax Act with an effective date not later than December 31, 2008
and in respect of which, but for the renunciation, the Corporation would be
entitled to a deduction in computing income for the purposes of the Tax
Act.

       

      "Revenue Canada" means the
Canada Revenue Agency.

       

      "Rights Agreement" means the
shareholders rights plan agreement dated as of the 17th day of
January, 2007  between the Corporation and CIBC Mellon Trust Company,
as rights agent.

       

      "SEC" means the United States
Securities and Exchange Commission.

       

      "Securities Laws" means, in
respect of the Offering, the securities laws, regulations and exchange rules
having application thereto and the rules, policies, notices and orders issued by
the SEC and the Securities Regulators having application thereto.

       

      "Securities Regulators" means the securities
commissions or other securities regulatory authorities of the United States and
all the Selling Jurisdictions or the relevant Selling Jurisdiction as the
context requires.

       

      "SEDAR" means the computer
system for the transmission, receipt, acceptance, review and dissemination of
documents filed in electronic format known as the System for Electronic Document
Analysis and Retrieval, which is accessible online at
www.sedar.com.

       

      "Selling Jurisdictions" means
the provinces of British Columbia, Alberta and Ontario and/or other Canadian
jurisdictions agreed to by the Corporation in which the Subscribers are
resident.

       

      "Subscriber" means the
subscriber for Flow-Through Shares as set out on the face page of this
Subscription Agreement or, in the case of a subscription for a beneficial owner,
the beneficial owner.

       

      "Subscribed Shares" means the
number of Flow-Through Shares set out on the face page of this Subscription
Agreement.


      
        
           


        

        
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      "Subscription Agreement" means
this subscription agreement (including any schedules hereto) and any instrument
amending this Subscription Agreement; "hereof", "hereto", "hereunder", "herein" and similar
expressions mean and refer to this Subscription Agreement and not to a
particular Article or Section; and the expression "Article" or "Section" followed by a number
means and refers to the specified Article or Section of this Subscription
Agreement.

       

      "Subscription Price" shall have
the meaning ascribed to such term on the face page of this Subscription
Agreement.

       

      "Tax Act" means the Income Tax Act (Canada), as
amended, re-enacted or replaced from time to time.

       

      "Term Sheet" means the term
sheet delivered to potential purchasers of Flow-Through Shares, a copy of which
is attached hereto as Schedule "B".

       

      "Termination Date" means
December 31, 2009.

       

      "TSX" means the Toronto Stock
Exchange.

       

      "TSX Approval" means the
conditional approval of the Offering by the TSX.

       

      "United States" means the
United States of America, its territories and possessions, any State of the
United States and the District of Columbia.

       

      "U.S. Person" shall have the
meaning ascribed to such term in Rule 902(k) of Regulation S under the U.S. Securities
Act.

       

      "U.S. Securities Act" means the
United States Securities
Act of 1933, as amended.

       

      1.2    Gender and
Number

       

      Words
importing the singular number only shall include the plural and vice versa,
words importing the masculine gender shall include the feminine gender and words
importing persons shall include firms and corporations and vice
versa.

       

      1.3    Currency

       

      Unless
otherwise specified, all dollar amounts in this Subscription Agreement,
including the symbol "$", are expressed in Canadian dollars.

       

      1.4    Subdivisions,
Headings and Table of Contents

       

      The
division of this Subscription Agreement into Articles, Sections, Schedules and
other subdivisions, the inclusion of headings and the provision of a table of
contents are for convenience of reference only and shall not affect the
construction or interpretation of this Subscription Agreement.  The
headings in this Subscription Agreement are not intended to be full or precise
descriptions of the text to which they refer.  Unless something in the
subject matter or context is inconsistent therewith, references herein to an
Article, Section, Subsection, paragraph, clause or Schedule are to the
applicable article, section, subsection, paragraph, clause or schedule of this
Subscription Agreement.

       

      
        
          
          

        

        
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      ARTICLE
2      SCHEDULES

       

      2.1           
Description of Schedules

       

      The
following are the Schedules attached to and incorporated in this Subscription
Agreement by reference and deemed to be a part hereof:

       

      
        
          
            
              	
                      Schedule
      "A"

                    	
                      -

                    	
                      Certificate
      of Accredited Investor

                    
	 	 	 
	
                      Schedule
      "B"

                    	
                      -

                    	
                      Term
      Sheet

                    
	 	 	 
	
                      Schedule
      "C"

                    	 
      	
                      Registration
      Rights Agreement

                    


            

          

        

      

       

      ARTICLE
3      SUBSCRIPTION AND DESCRIPTION OF
FLOW-THROUGH SHARES

       

      3.1    Subscription
for Flow-Through Shares

       

      The
Subscriber hereby confirms its irrevocable subscription for and offer to
purchase the Subscribed Shares from the Corporation, and hereby tenders the
Subscription Price, which, upon acceptance by the Corporation, will constitute a
binding agreement of the Subscriber with the Corporation to purchase from the
Corporation, and, on the part of the Corporation, to sell to the Subscriber, the
Subscribed Shares, on and subject to the terms and conditions set out in this
Subscription Agreement, for the Subscription Price which is payable as described
in Article 4 hereto.

       

      Subject
to the terms and conditions contained in this Subscription Agreement, upon
acceptance by the Corporation of this subscription (in whole or in part) the
Subscriber will be obliged to purchase from the Corporation the number of
Subscribed Shares in respect of which this subscription has been
accepted.  The Subscriber acknowledges and agrees that no
consideration is being paid hereunder in respect of any rights issuable under
the Rights Plan.

       

      3.2    Description of
Flow-Through Shares

       

      Upon
issue, the Flow-Through Shares will be "flow-through shares" as defined in
subsection 66(15) of the Tax Act and are not and will not be "prescribed shares"
within the meaning of section 6202.1 of the regulations to the Tax Act. The
Corporation agrees to:

       

      (a)           incur
Resource Expenses in an amount equal to the Subscription Price during the period
from and after the Closing Date to and including the Termination Date;
and

       

      (b)           renounce
Resource Expenses equal to the Subscription Price to the Subscriber with an
effective date of renunciation no later than December 31, 2008.

       

      3.3    Acceptance or
Rejection of Subscription by the Corporation

       

      The
Corporation shall forward to the Subscriber confirmation of acceptance or
rejection (in whole or in part) of this Subscription Agreement promptly after
the acceptance or rejection of this Subscription Agreement by the
Corporation.  The Subscriber acknowledges and agrees that,
notwithstanding Section 3.1 above, the Corporation reserves the right, in its
absolute discretion, to reject this subscription for Flow-Through Shares, in
whole or in part, at any time prior to the Closing Time. If this subscription is
rejected in whole, any cheques or other forms of payment delivered to the
Corporation on account of the Subscription Price will be promptly returned to
the Subscriber without interest or deduction. If this subscription is accepted
only in part, a cheque representing any refund of the Subscription Price for
that portion of the subscription for Flow-Through Shares which is not accepted
will be promptly delivered to the Subscriber without interest or
deduction.

       

      3.4    Payment

       

      The
Subscriber shall deliver the aggregate amount payable in respect of the
Subscribed Shares to the Corporation at or before the Closing Time on the
Closing Date by certified cheque or bank draft drawn on a Canadian chartered
bank or trust company in immediately available and freely transferable Canadian
funds and payable to "Apollo Gold Corporation."

       

      3.5    U.S.
Securities Matters

       

      The
Flow-Through Shares are being offered and sold in reliance on an exemption from
registration contained in Regulation S of the U.S. Securities
Act.  Following the Closing, the Corporation has agreed to register
the resale of the Flow-Through Shares under the U.S. Securities Act pursuant to
the Registration Rights Agreement.


      
        
           


        

        
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      ARTICLE
4      CLOSING

       

      4.1    Closing

       

      Delivery
and sale of the Subscribed Shares and payment of the Subscription Price will be
completed (the "Closing") at the offices of
the Corporation’s counsel, at 10:00 a.m. (Toronto time) (the "Closing Time") on December 19, 2008
or such other date or dates as the Corporation may determine (the "Closing Date").

       

      4.2    Conditions of
Closing

       

      The
completion of the Offering is conditional upon, among other things, the
Corporation obtaining TSX Approval and AMEX Approval prior to the Closing
Date.

       

      The
Subscriber acknowledges and agrees that as the sale of the Flow-Through Shares
will not be qualified by a prospectus in Canada, such sale and issuance is
subject to the condition that the Subscriber return to the Corporation all
documentation required by the Securities Laws.  The Subscriber
acknowledges and agrees that the Corporation may provide the Securities
Regulators and tax authorities with a list setting forth the identities of the
beneficial purchasers of the Flow-Through Shares.  Notwithstanding
that the Subscriber may be purchasing Flow-Through Shares as agent on behalf of
an undisclosed principal, the Subscriber agrees to provide, on request,
particulars as to the identity of such undisclosed principal as may be required
by the Corporation in order to comply with the foregoing.

       

      The
Subscriber acknowledges and agrees that the obligations of the Corporation
hereunder are conditional on the accuracy of the representations and warranties
of the Subscriber contained in this Subscription Agreement as of the date of
this Subscription Agreement, and as of the Closing Time as if made at and as of
the Closing Time, and the fulfilment of the following additional conditions as
soon as possible and in any event not later than the Closing Time:

       

      (a)           unless
other arrangements acceptable to the Corporation have been made, payment by the
Subscriber of the Subscription Price as set out in Section 3.4;

       

      (b)           the
Subscriber having properly completed, signed and delivered this Subscription
Agreement to:

       

      Apollo
Gold Corporation

      5655
South Yosemite Street, Suite 200

      Greenwood
Village, Colorado

      80111-3220

      Attention:  R.
David Russell

      Fax:           720-482-0957

       

      (c)           the
Subscriber having properly completed, signed and delivered the Certificate
attached hereto as Schedule "A"; and

       

      (d)           the
Subscriber having properly completed signed and delivered the Registration
Rights Agreement attached hereto as Schedule "C".

       

      4.3    Authorization
of the Corporation

       

      The
Subscriber irrevocably authorizes the Corporation, in its discretion, to act as
the Subscriber’s representative at the Closing, and hereby appoints the
Corporation, with full power of substitution, as its true and lawful attorney
with full power and authority in the Subscriber’s place and stead, to complete
and correct any errors or omissions in any form or document provided by the
Subscriber in connection with the subscription for the Subscribed
Shares.


      
        
           


        

        
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      ARTICLE
5      REPRESENTATIONS AND WARRANTIES OF THE
CORPORATION

       

      5.1    Representations,
Warranties and Covenants of the Corporation

       

      By
execution of this Subscription Agreement, the Corporation hereby agrees with the
Subscriber that the Subscriber shall have the benefit of the representations and
warranties made by the Corporation below, and acknowledges that the Subscriber
is relying on such representations and warranties in connection with the
transactions contemplated herein.

       

      The
Corporation represents and warrants to, and covenants with, the Subscriber as
follows:

       

      (a)           Upon
issue, the Flow-Through Shares will be "flow-through shares" as defined in
subsection 66(15) of the Tax Act and the Proposed Amendments and are not and
will not be "prescribed shares" within the meaning of section 6202.1 of the
regulations to the Tax Act.  The Corporation does not have and will
note have prior to the Termination Date a Prescribed Relationship with the
Subscriber and, if the Subscriber is a partnership, with a partner or limited
partner of such partnership.

       

      (b)           The
Corporation is a "principal-business corporation" as defined in subsection
66(15) of the Tax Act and will continue to be a "principal-business corporation"
until such time as all of the Resource Expenses required to be renounced under
this Subscription Agreement have been incurred and validly renounced pursuant to
the Tax Act.

       

      (c)           The
Corporation has no reason to believe that it will be unable to: (i) incur, on or
after the Closing Date and on or before the Termination Date, or (ii) renounce
to the Subscriber effective on or before December 31, 2008, Resource Expenses in
an aggregate amount equal to the Subscription Price, and the Corporation has no
reason to expect any reduction of such amount by virtue of subsection 66(12.73)
of the Tax Act.

       

      (d)           The
Corporation hereby agrees to incur Resource Expenses in an amount equal to the
Subscription Price on or before the Termination Date in accordance with this
Subscription Agreement and agrees to renounce to the Subscriber, on or before
March 31, 2009 with an effective date no later than December 31, 2008, pursuant
to subsections 66(12.6) and 66(12.66) of the Tax Act, Resource Expenses incurred
or to be incurred on or before the Termination Date in an amount equal to the
Subscription Price.

       

      (e)           The
Corporation shall deliver to the Subscriber, on or before February 15, 2009, the
relevant Prescribed Forms, fully completed and executed, renouncing to the
Subscriber, Resource Expenses in an amount equal to the Subscription Price with
an effective date of no later than December 31, 2008, such delivery constituting
the authorization of the Corporation to the Subscriber to file such Prescribed
Forms with the relevant taxation authorities.

       

      (f)           The
Resource Expenses to be renounced by the Corporation to the
Subscriber:

       

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

       

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

       

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

       

      (iv)           would
be deductible by the Corporation in computing its income for the purposes of
Part I of the Tax Act but for the renunciation to the
Subscriber.


      
        
           


        

        
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      (g)           The
Corporation shall not reduce the amount renounced to the Subscriber pursuant to
subsection 66(12.6) of the Tax Act.

       

      (h)           The
Corporation shall not be subject to the provisions of subsection 66(12.67) of
the Tax Act in a manner which impairs its ability to renounce Resource Expenses
to the Subscriber in an amount equal to the Subscription Price.

       

      (i)           The
Corporation acknowledges that it is not now entitled to receive any assistance,
as defined in the Tax Act, in respect of the Resource Expenses.  If
the Corporation receives, or becomes entitled to receive, any government
assistance which is described in paragraph (a) of the definition of "excluded
obligation" in subsection 6202.1(5) of the regulations made under the Tax Act
and the receipt of or entitlement to receive such government assistance has or
will have the effect of reducing the amount of CEE validly renounced to the
Subscriber hereunder to less than the aggregate of the Subscription Price, the
Corporation shall incur additional Resource Expenses on or before the time it
renounces the Resource Expenses to the Subscriber pursuant to their Subscription
Agreement in an amount sufficient to allow it to renounce to the Subscriber, the
Subscription Price.

       

      (j)           The
Corporation shall use the gross proceeds of the Offering for general exploration
activities on the Corporation’s properties and shall deliver to the Subscriber,
on or before March 31, 2009, a list of the provinces, territories or other
jurisdictions in Canada where the Corporation has incurred, or intends to incur,
Resource Expenses together with the amount incurred in each such province,
territory or other jurisdiction of Canada.

       

      (k)           The
Corporation shall file with Revenue Canada within the time prescribed by
subsection 66(12.68) of the Tax Act (i) the forms prescribed for the purposes of
such legislation, together with a copy of this Subscription Agreement and shall
forthwith following such filings provide to the Subscriber a copy of such forms;
and (ii) the form prescribed for purposes of subsection 66(12.7) of the Tax Act
on or before the last day of the first month after each month in which any
renunciation is made pursuant to the terms of this Subscription
Agreement.

       

      (l)           The
Corporation will keep proper books, records and accounts in respect of all
Resource Expenses and all transactions and events affecting the Subscription
Price, the Resource Expenses and the amounts renounced to the Subscriber
hereunder, and upon reasonable notice, will, on a timely basis, make such books,
records, accounts and any other relevant documents available for inspection and
audit by or on behalf of the Subscriber.

       

      (m)           Neither
the Corporation nor any corporation "associated" (as such term is defined in the
Tax Act) with the Corporation is a party to any other agreement for the issuance
of Flow-Through Shares for which the required expenditures have not been
incurred.

       

      (n)           The
Corporation has not and will not enter into transactions or take deductions
which would otherwise reduce its cumulative CEE to an extent which would
preclude a renunciation of Resource Expenses hereunder in an amount equal to the
Subscription Price on or before December 31, 2008.

       

      5.2    Indemnification

       

      If the
Corporation does not incur and renounce to the Subscriber, effective on or
before December 31, 2008, Resource Expenses equal to the Subscription Price, the
Corporation shall indemnify and hold harmless the Subscriber and each of the
partners thereof if the Subscriber is a partnership or a limited partnership
(for the purposes of this paragraph, each an "Indemnified Person") as to,
and pay in settlement thereof to the Indemnified Person on or before the
twentieth Business Day following the Termination Date, as sole recourse to the
Indemnified Person, an amount equal to the amount of any tax (within the meaning
of paragraph (b) of the definition of "excluded obligation" in subsection
6202.1(5) of the regulations to the Tax Act or paragraph (c) of that definition
pursuant to the Proposed Amendments) payable under the Tax Act (and under any
corresponding provincial legislation) by any Indemnified Person as a consequence
of such failure.  In the event that Revenue Canada (or any similar
provincial tax authority) reduces the amount renounced by the Corporation to the
Subscriber pursuant to subsection 66(12.73) of the Tax Act (or any corresponding
provincial legislation), the Corporation shall indemnify and hold harmless each
Indemnified Person as to, and pay in settlement thereof to the Indemnified
Person, as sole recourse to the Indemnified Person, an amount equal to the
amount of any tax (within the meaning of paragraph (b) of the definition of
"excluded obligation" in subsection 6202.1(5) of the regulations to the Tax Act
or paragraph (c) of that definition pursuant to the Proposed Amendments) payable
under the Tax Act (and under any corresponding provincial legislation) by the
Indemnified Person as a consequence of such reduction.


      
        
           


        

        
          - 7
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      To the
extent that any Person entitled to be indemnified hereunder is not a party to
this Subscription Agreement, the Subscriber shall obtain and hold the rights and
benefits of this Subscription Agreement in trust for, and on behalf of, such
Person and such Person shall be entitled to enforce the provisions of this
section notwithstanding that such Person is not a party to this Subscription
Agreement.

       

      ARTICLE
6      ACKNOWLEDGEMENTS, COVENANTS,
REPRESENTATIONS AND WARRANTIES

      OF
THE SUBSCRIBER

       

      6.1    Representations,
Warranties and Covenants of the Subscriber

       

      The
Subscriber, on its own behalf and, if applicable, on behalf of each beneficial
purchaser for whom it is acting, hereby represents and warrants to, and
covenants with, the Corporation as follows as at the date hereof and as at the
Closing Time and acknowledges that the Corporation and its counsel are relying
on such representations and warranties in connection with the transactions
contemplated herein:

       

      (a)           The
Subscriber and (if applicable) each beneficial purchaser for whom it is acting
is resident or, if not an individual, has its head office, in the jurisdiction
set out on the face page of this Subscription Agreement.  The address
set forth on the face page of this Subscription Agreement is the residence or
place of business of the Subscriber, or the residence or place of business of
any beneficial purchaser for whom the Subscriber is acting, and such address was
not obtained or used solely for the purpose of acquiring Flow-Through Shares and
the Subscriber and any beneficial purchaser was solicited to purchase
Flow-Through Shares solely in such jurisdiction. The Subscriber and, if the
Subscriber is a partnership, any partner or limited partner of the partnership,
or if the Subscriber is a corporation or limited liability company, any
director, manager or officer, does not have and will not have prior to the
Termination Date a Prescribed Relationship with the Corporation.

       

      (b)           The
Subscriber is not a "U.S. Person" (as that term is defined by Regulation S under
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 the Flow-Through Shares for
the account or benefit of a U.S. Person or a person in the United
States.

       

      (c)           The
Flow-Through Shares have not been offered to the Subscriber in the United
States, and the individuals making the order to purchase the Flow-Through Shares
and executing and delivering this Agreement on behalf of the Subscriber were not
in the United States when the order was placed and this Subscription Agreement
was executed and delivered.

       

      (d)           The
Subscriber undertakes and agrees that it will not offer or sell the Flow-Through
Shares in the United States unless such shares are registered under the U.S.
Securities Act and the securities laws of all applicable states of the United
States or an exemption from such registration requirements is available, and
further that it will not resell the Flow-Through Shares except in accordance
with the provisions of applicable securities legislation, regulations, rules,
policies and orders and stock exchange rules.

       

      (e)           The
Subscriber will not engage in hedging transactions with regard to the
Flow-Through Shares unless conducted in compliance with the U.S. Securities
Act.

       

      (f)           The
Subscriber acknowledges that the Corporation and its transfer agent will refuse
to register any transfer of any of the Flow-Through Shares not made in
accordance with the provisions of Regulation S of the U.S. Securities Act,
pursuant to an available exemption from registration under the U.S. Securities
Act or under an effective registration statement under the U.S. Securities
Act.


      
        
           


        

        
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      (g)           The
Subscriber, on its own behalf and (if applicable) on behalf of each beneficial
purchaser for whom it is acting, represents, warrants and certifies as set out
in Schedule "A" hereto and further certifies that the Subscriber and (if
applicable) each such beneficial purchaser, as the case may be, falls into one
or more of the categories of prospectus exempt purchasers listed in Schedule "A"
hereto (as specified by the Subscriber in such Schedule).

       

      (h)           The
Subscriber has duly and properly completed, executed and delivered to the
Corporation within applicable time periods, the certificate and form set forth
in Schedule "A" hereto and the representations, warranties and certifications
contained therein are true and correct as at the date hereof and will be true
and correct at the Closing Time.

       

      (i)           The
execution and delivery of this Subscription Agreement, the performance and
compliance with the terms hereof, the subscription for and purchase of the
Subscribed Shares and the completion of the transactions described herein by the
Subscriber will not result in any material breach of, or be in conflict with or
constitute a material default under, or create a state of facts which, after
notice or lapse of time, or both, would constitute a material default under any
term or provision of the constating documents, by-laws or resolutions of the
Subscriber or any beneficial purchaser for whom the Subscriber is acting, the
Securities Laws or any other laws applicable to the Subscriber or any beneficial
purchaser for whom the Subscriber is acting, any agreement to which the
Subscriber or any beneficial purchaser for whom the Subscriber is acting is a
party, or any judgment, decree, order, statute, rule or regulation applicable to
the Subscriber or any beneficial purchaser for whom the Subscriber is
acting

       

      (j)           The
Subscriber is subscribing for the Subscribed Shares as principal for its own
account and not for the benefit of any other Person (within the meaning of
applicable Securities Laws) and not with a view to the resale or distribution of
all or any of the Subscribed Shares, or if it is not subscribing as principal,
it acknowledges that the Corporation may be required by law to disclose to
certain regulatory authorities the identity of each beneficial purchaser of the
Subscribed Shares for whom it is acting and agrees to provide such
information.

       

      (k)           In
the case of a subscription for the Subscribed Shares by the Subscriber acting as
trustee or agent (including, for greater certainty, a portfolio manager or
comparable adviser) for a principal, the Subscriber is duly and properly
authorized to execute and deliver this Subscription Agreement and all other
necessary documentation in connection with such subscription on behalf of such
beneficial purchaser, who is subscribing as principal for its own account, not
for the benefit of any other Person and not with a view to the resale or
distribution of the Subscribed Shares, and this Subscription Agreement has been
duly authorized, executed and delivered by or on behalf of and constitutes a
legal, valid and binding agreement of such principal, enforceable in accordance
with its terms against such principal, and the Subscriber acknowledges that the
Corporation may be required by law to disclose the identity of such beneficial
purchaser for whom the Subscriber is acting and agrees to provide such
information as the Corporation may be required to disclose.

       

      (l)           In
the case of a subscription for the Subscribed Shares by the Subscriber acting as
principal, this Subscription Agreement has been duly and properly authorized,
executed and delivered by, and constitutes a legal, valid and binding agreement
of, the Subscriber.  This Subscription Agreement is enforceable in
accordance with its terms against the Subscriber and (if applicable) any
beneficial purchaser on whose behalf the Subscriber is acting.

       

      (m)           If
the Subscriber is:

       

      (i)           a
corporation, the Subscriber is duly incorporated and is validly subsisting under
the laws of its jurisdiction of incorporation and has all requisite legal and
corporate power and authority to execute and deliver this Subscription
Agreement, to subscribe for the Subscribed Shares as contemplated herein and to
observe and perform its obligations under the terms of this Subscription
Agreement;

       

      (ii)           a
partnership, syndicate or other form of unincorporated organization, the
Subscriber has the necessary legal capacity and authority to execute and deliver
this Subscription Agreement on behalf of such organization and to observe and
perform its covenants and obligations hereunder and has obtained all necessary
approvals in respect thereof; or


      
        
           


        

        
          - 9
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      (iii)           an
individual, the Subscriber is of the full age of majority and is legally
competent to execute this Subscription Agreement and to observe and perform his
or her covenants and obligations hereunder.

       

      (n)           The
Subscriber is not, with respect to the Corporation or any of its affiliates, a
Control Person and will not become a Control Person by virtue of the purchase of
the Subscribed Shares, and does not intend to act in concert with any other
person to form a Control Person of the Corporation.

       

      (o)           The
Subscriber is not purchasing Flow-Through Shares with knowledge of any material
fact or information concerning the Corporation which has not been generally
disclosed to the public.

       

      (p)           No
person has made to the Subscriber any written or oral
representations:

       

      (i)           that
any person will resell or repurchase any of the Flow-Through
Shares;

       

      (ii)           that
any person will refund the Subscription Price; or

       

      (iii)           as
to the future price or value of the Flow-Through Shares.

       

      (q)           This
subscription for Flow-Through Shares has not been made through or as a result
of, and the distribution of Flow-Through Shares is not being accompanied by, any
form of advertisement, including, without limitation, in printed public media,
radio, television, internet or telecommunications, including electronic display,
or as part of a general solicitation.

       

      (r)           None
of the funds the Subscriber is using to purchase the Subscribed Shares is, to
the knowledge of the Subscriber, proceeds obtained or derived, directly or
directly, as a result of illegal activities.

       

      (s)           The
Subscriber, and any beneficial purchaser for whom it is acting, deals at arm’s
length and will continue to deal at arm’s length (within the meaning of the Tax
Act and applicable Securities Laws) with the Corporation.

       

      (t)           If the Subscriber or a beneficial
purchaser for whom it is acting, as the case may be, is a corporation, trust or
partnership, it does not and will not have, in respect of a renunciation of
Resource Expenses hereunder, a "prohibited relationship" with the Corporation
within the meaning of subsection 66(12.671) of the Tax Act.

       

      (u)           Neither
the Subscriber, nor any beneficial purchaser for whom it is acting, as the case
may be, has or will knowingly enter into any agreement or arrangement which will
cause the Flow-Through Shares to be or become "prescribed shares" for purposes
of the Tax Act.

       

      (v)           The
delivery of this subscription, the acceptance hereof by the Corporation and the
issuance of Subscribed Shares to the Subscriber complies with all applicable
laws of the Subscriber’s jurisdiction of residence and domicile and will not
cause the Corporation or any of its officers or directors to become subject to
or require any disclosure, prospectus or other reporting requirement to which
the Corporation is not currently subject and which is not otherwise contemplated
in this Subscription Agreement.

       

      (w)           If
the Subscriber is a corporation, syndicate, partnership or other form of entity
(other than an investment fund, as defined in National Instrument 45-106), the
Subscriber was not created or is not being used solely to purchase or hold the
Subscribed Shares and has a bona fide purpose other than investing in the
Subscribed Shares.

       

      6.2    Acknowledgments
and Agreements of the Subscriber

       

      The
Subscriber, on its own behalf and, if applicable, on behalf of each beneficial
purchaser for whom it is acting, acknowledges and agrees as
follows:

       

      (a)           The
Subscriber has received a copy of the Term Sheet setting out the principal terms
of the Offering.


      
        
           


        

        
          - 10
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      (b)           No
securities commission, agency, governmental authority, regulatory body, stock
exchange or other regulatory body has reviewed or passed on the merits of the
Subscribed Shares.

       

      (c)           The
Subscribed Shares shall be subject to statutory resale restrictions under the
U.S. Securities Act, the Securities Laws of the province or territory in which
the Subscriber resides and under other applicable laws, and the Subscriber
covenants that it will not resell the Subscribed Shares except in compliance
with such laws, and the Subscriber acknowledges that it is solely responsible
(and the Corporation is in no way responsible) for such compliance.

       

      (d)           The
Subscriber’s ability to transfer the Subscribed Shares is limited by, among
other things, applicable Securities Laws.

       

      (e)           In
addition, the Subscriber acknowledges that, while the Corporation has agreed to
file the Registration Statement and cause it to be declared effective by the
SEC, there is no assurance that the Corporation will be able to cause the
Registration Statement to be declared effective by the SEC, and if the
Registration Statement is not declared effective by the SEC, the Flow-Through
Shares may not be resold by the Subscriber, except pursuant to an exemption
contained under the applicable securities laws, which may not be available, and
if the Registration Statement is not declared effective, the Flow-Through Shares
remain "restricted" securities under the U.S. Securities Act and may only be
sold pursuant to an effective registration statement with respect to such
securities, pursuant to Regulation S, if available, or other exemption from the
registration requirements of the U.S. Securities Act or, if such Registration
Statement is declared effective by the SEC, in the manner provided in the
Registration Statement for the resale of such Flow-Through Shares.

       

      (f)           The
certificates representing the Subscribed Shares will bear, as of the Closing
Date, the following legends as required by National Instrument 45-102 – Resale of Securities and with
the necessary information inserted and the Subscriber agrees to comply with the
terms of such legends:

       

      "UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE <INSERT DATE THAT IS FOUR (4) MONTHS AND ONE (1)
DAY AFTER CLOSING DATE>"

       

      In
addition, the certificates representing the Subscribed Shares will also bear a
legend substantially in the following form as required by the TSX, and the
Subscriber agrees to comply with the terms of such legend:

       

      "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 THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY
ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY' IN
SETTLEMENT OF TRANSACTIONS ON THE TSX."

       

      Additionally,
the certificates representing the Subscribed Shares will also bear a legend
substantially in the following form as required by the Rights Plan:

       

      "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 THEREFORE".


      
        
           


        

        
          - 11
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      In
addition, the certificates representing the Subscribed Shares will also bear a
legend substantially in the following form as required by the U.S. Securities
Act:

       

      "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) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED
UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE
TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY
THEREOF; (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 (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, 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 EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE
TRANSACTION," "UNITED SATES" 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. "


      
        
           


        

        
          - 12
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    (g)           The
Subscriber and each beneficial purchaser for whom it is acting shall execute and
file, together with the prescribed fees, all documentation required by the
applicable Securities Laws or by any legislation or order in force in its
jurisdiction of residence or to which it may be subject, within the time limits
prescribed to permit the subscription for, and issuance of, the Subscribed
Shares and thereafter for any subsequent disposition thereof and agrees that it
will furnish to the Corporation such certificates, legal opinions and other
documentation as may be required by the Corporation.

     

    (h)           If
required by applicable Securities Laws or by the Corporation, the Subscriber and
each beneficial purchaser for whom it is acting will execute, deliver and file
or assist the Corporation in filing such reports, undertakings and other
documents with respect to the issue of the Subscribed Shares as may be required
by any securities commission, stock exchange or other regulatory
authority.

     

    (i)           The
Subscriber, and each beneficial purchaser for whom it is acting, have been
advised to consult their own legal advisors with respect to trading in the
Subscribed Shares and with respect to the resale restrictions imposed by the
Securities Laws of the United States or any province or territory in which the
Subscriber resides and other applicable securities laws, and acknowledges that
no representation has been made respecting the applicable hold periods imposed
by the Securities Laws or other resale restrictions applicable to such
securities which restrict the ability of the Subscriber (or others for whom it
is acting) to resell such securities, that the Subscriber (or others for whom it
is acting) is solely responsible to find out what these restrictions are and the
Subscriber is solely responsible (and the Corporation is in no way responsible)
for compliance with applicable resale restrictions, and that the Subscriber is
aware that it (or the beneficial purchaser for whom it is acting) may not be
able to resell such securities except in accordance with limited exemptions
under the Securities Laws and other applicable securities laws.

     

    (j)           The
Subscriber has not received or been provided with a prospectus, offering
memorandum (within the meaning of the Securities Laws) or any sales or
advertising literature in connection with the Offering and the Subscriber’s
decision to subscribe for Flow-Through Shares was not based upon, and the
Subscriber has not relied upon, any verbal or written representations as to
facts made by or on behalf of the Corporation. The Subscriber’s decision to
subscribe for Flow-Through Shares was based solely upon the Term Sheet attached
hereto as Schedule "B" and information about the Corporation which is publicly
available.

     

    (k)           The
Corporation and its counsel are relying on the representations, warranties and
covenants contained herein and in the applicable Schedules attached hereto to
determine the Subscriber’s eligibility to subscribe for Flow-Through Shares
under applicable Securities Laws and the Subscriber agrees to indemnify the
Corporation and its directors and officers against all losses (other than loss
of profits), claims, costs, expenses, damages or liabilities which any of them
may suffer or incur as a result of or arising from reliance
thereon.

     

    (l)           The
Corporation is relying on an exemption from the requirement to provide the
Subscriber with a prospectus under the Securities Laws and, as a consequence of
acquiring Flow-Through Shares pursuant to such exemption, certain protections,
rights and remedies provided by the Securities Laws, including statutory rights
of rescission and/or damages, will not be available to the
Subscriber.

     

    (m)           The
Flow-Through Shares are being offered and sold in reliance on the exemption from
registration contained in Regulation S of the U.S. Securities
Act.  Following the Closing, the Corporation has agreed to register
the resale of the Flow-Through Shares under the U.S. Securities Act pursuant to
the Registration Rights Agreement.

     

    (n)           The
Subscriber, and each beneficial purchaser for whom it is acting, is responsible
for obtaining such independent legal and tax advice as it considers appropriate
in connection with the execution, delivery and performance of this Subscription
Agreement and the transactions contemplated under this Subscription Agreement,
including without limitation for the proposes of giving representations,
warranties and covenants under this Subscription Agreement.

     

    (o)           There
is no government or other insurance covering the Flow-Through
Shares.

     

    (p)           The
Subscriber acknowledges that the Corporation’s counsel is acting as counsel to
the Corporation and not as counsel to the Subscriber.


    
      
         


      

      
        - 13
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    (q)           The
Subscriber acknowledges that all costs and expenses incurred by the Subscriber
(including any fees and disbursements of any special counsel or other advisors
retained by the Subscriber) relating to the purchase of the Subscribed Shares
shall be borne by the Subscriber.

     

    (r)           The
Subscriber and each beneficial purchaser for whom it is acting acknowledge that
the Flow-Through Shares are speculative in nature and that there are risks
associated with the purchase of Flow-Through Shares and the Subscriber and each
beneficial purchaser for whom it is acting has such knowledge, sophistication
and experience in business and financial matters as to be capable of evaluating
the merits and risks of its investment in the Subscribed Shares, fully
understands the speculative nature of the Subscribed Shares and is able to bear
the economic risk of loss of its entire investment.

     

    6.3    Reliance on
Representations, Warranties, Covenants and Acknowledgements

     

    The
Subscriber acknowledges and agrees that the representations, warranties,
covenants and acknowledgements made by the Subscriber in this Subscription
Agreement are made with the intention that they may be relied upon by the
Corporation in determining the Subscriber’s eligibility (and, if applicable, the
eligibility of others for whom the Subscriber is acting) to purchase
Flow-Through Shares under the Securities Laws.  The Subscriber further
agrees that by accepting Flow-Through Shares, the Subscriber shall be
representing and warranting that such representations, warranties,
acknowledgements and covenants are true as at the Closing Time with the same
force and effect as if they had been made by the Subscriber at the Closing Time
and that they shall survive the purchase by the Subscriber of Flow-Through
Shares and shall continue in full force and effect notwithstanding any
subsequent disposition by the Subscriber of any of such Flow-Through
Shares.

     

    ARTICLE
7    SURVIVAL OF
REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    7.1    Survival of
Representations, Warranties and Covenants of the Corporation

     

    The
representations, warranties and covenants of the Corporation contained in this
Subscription Agreement shall survive the Closing and, notwithstanding such
Closing or any investigation made by or on behalf of the Subscriber with respect
thereto, shall continue in full force and effect for the benefit of the
Subscriber.

     

    7.2    Survival of
Representations, Warranties and Covenants of the Subscriber

     

    The
representations, warranties and covenants of the Subscriber contained in this
Subscription Agreement shall survive the Closing and, notwithstanding such
Closing or any investigation made by or on behalf of the Corporation with
respect thereto, shall continue in full force and effect for the benefit of the
Corporation.

     

    ARTICLE
8    FINDER'S
COMPENSATION

     

    8.1    Finder's
Commission and Warrants

     

    Subject
to the Securities Laws, other applicable law and regulatory approval, the
Corporation may pay a finder’s fee to one or more parties (the "Finders") at arm’s length to
the Corporation who introduce Subscribers to the
Corporation.  Eligible Finders may receive a cash commission of up to
8.5% of the gross proceeds
received by the Corporation from the sale of Flow-Through Shares to Subscribers
introduced to the Corporation by such Finder, together with non-transferable
Common Share purchase warrants (the "Finder's Warrants") entitling
the Finder to purchase such number of Common Shares ("Finder's Warrant Shares") as
is equal to  8.5%  of the number
of Flow-Through Shares sold to Subscribers introduced to the Corporation by the
Finder in connection with this Offering.  Each Finder's Warrant is
exercisable at a price of $0.30 into one Finder's Warrant Share within
twenty-four (24) months of Closing.  No other fees or commissions will
be paid by the Issuer in connection with the Offering.


    
      
         


      

      
        - 14
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    ARTICLE
9    COLLECTION OF
PERSONAL INFORMATION

     

    9.1    Collection of
Personal Information

     

    By
executing this Subscription Agreement, the Subscriber hereby consents to the
collection, use and disclosure of the personal information provided herein and
other personal information provided by the Subscriber or collected by the
Corporation or its agents as reasonably necessary in connection with the
Subscriber’s subscription for the Subscribed Shares (collectively, "personal information") as
follows: (a) the Corporation may use personal information and disclose personal
information to intermediaries such as the Corporation’s legal counsel and
withholding and/or transfer agents for the purposes of determining the
Subscriber’s eligibility to invest in the Subscribed Shares and for managing and
administering the Subscriber’s investment in the Subscribed Shares; (b) if the
Subscriber purchased securities through a registered dealer, the Corporation may
disclose and collect such personal information relating to the Subscriber’s
holding of the Subscribed Shares to and from the dealer; (c) the Corporation and
its agents may use the Subscriber’s social insurance number for income reporting
purposes in accordance with applicable law; (d) the Corporation, its agents and
advisors, may each collect, use and disclose personal information for the
purposes of meeting legal, regulatory, self-regulatory, security and audit
requirements (including any applicable tax, securities, money laundering or
anti-terrorism legislation, rules or regulations) and as otherwise permitted or
required by law, which disclosures may include disclosures to tax, securities or
other regulatory or self-regulatory authorities in Canada and/or in foreign
jurisdictions, if applicable, in connection with the regulatory oversight
mandate of such authorities; (e) the Corporation and its agents and advisors may
use personal information and disclose personal information to parties connected
with the proposed or actual transfer, sale, assignment, merger or amalgamation
of the Corporation or its business or assets or similar transactions, for the
purpose of permitting such parties to evaluate and/or proceed with and complete
such transaction.  Purchasers, assignees and successors of the
Corporation or its business or assets may collect, use and disclose personal
information as described in this Subscription Agreement.  The
Subscriber acknowledges that the Corporation’s agents or intermediaries may be
located outside of Canada, and personal information may be transferred and/or
processed outside of Canada for the purposes described above, and that measures
the Issuer may use to protect personal information while handled by agents,
intermediaries or other third parties on its behalf, and personal information
otherwise disclosed or transferred outside of Canada for the purposes described
above, are subject to legal requirements in foreign countries applicable to
Issuer or such third parties, for example lawful requirements to disclose
personal information to government authorities in those countries.

     

    If the
Subscriber is resident in, or otherwise subject to the applicable securities
legislation of Ontario, the Subscriber acknowledges (i) the delivery to the
Ontario Securities Commission of the Subscriber’s full name, residential address
and telephone number, the number and type of securities purchased by the
Subscriber, the total purchase price, the exemption relied on, and the date of
distribution, (ii) that such information is being collected indirectly by the
Ontario Securities Commission under the authority granted to it in securities
legislation, (iii) that such information is being collected for the purposes of
the administration and enforcement of the securities legislation of Ontario, and
(iv) that the Administrative Assistant to the Director of Corporate Finance at
the Ontario Securities Commission, Suite 1903, Box 55, 20 Queen Street West,
Toronto, Ontario M5H 3S8, telephone (416) 593-8086, can be contacted to answer
questions about the Ontario Securities Commission’s indirect collection of such
information. The Subscriber hereby authorizes the indirect collection of such
information by the Ontario Securities Commission.

     

    ARTICLE
10    MISCELLANEOUS

     

    10.1   Further
Assurances

     

    Each of
the parties hereto upon the request of each of the other parties hereto, whether
before or after the Closing Time, shall do, execute, acknowledge and deliver or
cause to be done, executed, acknowledged and delivered all such further acts,
deeds, documents, assignments, transfers, conveyances, powers of attorney and
assurances as may reasonably be necessary or desirable to complete the
transactions contemplated herein.


    
      
         


      

      
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-

        
          

        

      

      
         


      

    


    10.2    Notices

     

    (a)           Any
notice, direction or other instrument required or permitted to be given to any
party hereto shall be in writing and shall be sufficiently given if delivered
personally, or transmitted by facsimile tested prior to transmission to such
party, as follows:

     

    (i)           in
the case of the Corporation, to:

     

    
      
        	
                Apollo
      Gold Corporation

                5655
      S. Yosemite Street,

                Suite
      200

                Greenwood
      Village, CO, USA

                80111

              
	
                Attention:      
      R. David Russell

                Fax:                720-482-0957

              
	 
      
	
                with
      a copy to:

              
	 
      
	
                Fogler,
      Rubinoff LLP

                95
      Wellington Street West

                Suite
      1200

                Toronto-Dominion
      Centre

                Toronto,
      Ontario

                M5J
      2Z9

              
	
                Attention:  G. Michael
      Hobart

                Fax:        416-941-8852

              


      

    

     

    (ii)          in
the case of the Subscriber, at the address specified on the face page
hereof.

     

    (b)           Any
such notice, direction or other instrument, if delivered personally, shall be
deemed to have been given and received on the day on which it was delivered,
provided that if such day is not a Business Day then the notice, direction or
other instrument shall be deemed to have been given and received on the first
Business Day next following such day and if transmitted by fax, shall be deemed
to have been given and received on the day of its transmission, provided that if
such day is not a Business Day or if it is transmitted or received after the end
of normal business hours then the notice, direction or other instrument shall be
deemed to have been given and received on the first Business Day next following
the day of such transmission.

     

    (c)           Any
party hereto may change its address for service from time to time by notice
given to each of the other parties hereto in accordance with the foregoing
provisions.

     

    10.3    Time of the
Essence

     

    Time
shall be of the essence of this Subscription Agreement and every part
hereof.

     

    10.4    Costs and
Expenses

     

    All costs
and expenses (including, without limitation, the fees and disbursements of legal
counsel) incurred in connection with this Subscription Agreement and the
transactions herein contemplated shall be paid and borne by the party incurring
such costs and expenses.

     

    10.5    Applicable
Law

     

    This
Subscription Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the internal laws of the
Province of Ontario and the laws of Canada applicable therein, without reference
to any conflicts of law rules that would impose a law of another jurisdiction.
Any and all disputes arising under this Subscription Agreement, whether as to
interpretation, performance or otherwise, shall be subject to the non-exclusive
jurisdiction of the courts of the Province of Ontario and each of the parties
hereto hereby irrevocably attorns to the jurisdiction of the courts of such
province.


    
      
         


      

      
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    10.6    Entire
Agreement

     

    This
Subscription Agreement, including the Schedules hereto, constitutes the entire
agreement between the parties with respect to the transactions contemplated
herein and cancels and supersedes any prior understandings, agreements,
negotiations and discussions between the parties.  There are no
representations, warranties, terms, conditions, undertakings or collateral
agreements or understandings, express or implied, between the parties hereto
other than those expressly set forth in this Subscription Agreement or in any
such agreement, certificate, affidavit, statutory declaration or other document
as aforesaid. This Subscription Agreement may not be amended or modified in any
respect except by written instrument executed by each of the parties
hereto.

     

    10.7    Counterparts

     

    This
Subscription Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same Subscription Agreement. Counterparts may be
delivered either in original or faxed form and the parties adopt any signature
received by a receiving fax machine as original signatures of the
parties.

     

    10.8    Assignment

     

    This
Subscription Agreement may not be assigned by either party except with the prior
written consent of the other party hereto.

     

    10.9    Enurement

     

    This
Subscription Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, successors (including any
successor by reason of the amalgamation or merger of any party), administrators
and permitted assigns.

     

    10.10    Language

     

    The
parties hereto acknowledge and confirm that they have requested that this
Subscription Agreement as well as all notices and other documents contemplated
hereby be drawn up on the English language. Les parties aux présentes
reconnaissent et conferment qu’elles ont convenu que la présente convention
ainsi que tous les avis et documents qui s’y rattachent soient rédigés dans la
langue anglaise.

     

     

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