Agreement

         

        Montana
          Tunnels Mining, Inc.: Montana Tunnels Mine 

         

        Facility
          Agreement 

        
          

        

         

        Montana
          Tunnels Mining, Inc.

         

        Apollo
          Gold Corporation

         

        Apollo
          Gold Inc.

         

        RMB
          Australia Holdings Limited

         

        RMB
          Resources Inc. 

         

        david.walton@freehills.com

        haaron.bokhari@freehills.com

        


        

        


        
          	
                  QV.1
                    Building 250 St Georges Terrace Perth WA 6000 Australia 

                  GPO
                    Box U1942 Perth WA 6845 Australia

                   

                  Sydney
                    Melbourne Perth Brisbane Singapore

                	
                  Telephone
                    +61 8 9211 7777 Fax +61 8 9211 7878 

                  www.freehills.com
                    DX 104 Perth

                   

                  Correspondent
                    Offices in Hanoi Ho Chi Minh City
                    Jakarta

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

    

      Summary

      

        
          	 	
                  Facility
                    Agreement

                   

                
	 	 
	
                  Matter

                	
                  Montana
                    Tunnels Mining Inc.: Montana Tunnels Mine

                   

                
	 	 
	
                  Overview

                	
                  A
                    financing of up to US$8,000,000 to Montana Tunnels Mining,
                    Inc. 

                   

                


        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      Contents

      Table
        of
        contents 

      
        
          
            

          

          

            
              	 	
                      The
                        agreement

                    	
                      1

                    
	 	 	 
	 	
                      Operative
                        part

                    	
                      3

                    
	 	 	 
	
                      1

                    	
                      Definitions
                        and interpretations

                    	
                      3

                    
	 	
                      1.1

                    	
                      Definitions

                    	
                      3

                    
	 	
                      1.2

                    	
                      Interpretations

                    	
                      21

                    
	 	
                      1.3

                    	
                      Inclusive
                        expressions

                    	
                      22

                    
	 	
                      1.4

                    	
                      Business
                        Day

                    	
                      22

                    
	 	
                      1.5

                    	
                      Accounting
                        Standards

                    	
                      22

                    
	 	 	 	 
	
                      2

                    	
                      Conditions
                        precedent

                    	
                      22

                    
	 	
                      2.1

                    	
                      Conditions
                        precedent to initial Funding Portion

                    	
                      22

                    
	 	
                      2.2

                    	
                      Conditions
                        precedent to all Funding Portions

                    	
                      24

                    
	 	
                      2.3

                    	
                      Certified
                        copies

                    	
                      24

                    
	 	
                      2.4

                    	
                      Benefit
                        of conditions precedent

                    	
                      24

                    
	 	 	 	 
	
                      3

                    	
                      Commitment,
                        purpose and availability of Facility

                    	
                      24

                    
	 	
                      3.1

                    	
                      Provision
                        of Commitment

                    	
                      24

                    
	 	
                      3.2

                    	
                      Purpose

                    	
                      24

                    
	 	
                      3.3

                    	
                      Cancellation
                        of Commitment during Availability Period

                    	
                      25

                    
	 	
                      3.4

                    	
                      Cancellation
                        at end of Availability Period

                    	
                      25

                    
	 	
                      3.5

                    	
                      Voluntary
                        prepayment

                    	
                      25

                    
	 	
                      3.6

                    	
                      Mandatory
                        prepayment

                    	
                      25

                    
	 	
                      3.7

                    	
                      Cancellations
                        and prepayments in inverse order

                    	
                      25

                    
	 	 	 	 
	
                      4

                    	
                      Funding
                        and rate setting procedures

                    	
                      26

                    
	 	
                      4.1

                    	
                      Delivery
                        of Funding Notice

                    	
                      26

                    
	 	
                      4.2

                    	
                      Requirements
                        for a Funding Notice

                    	
                      26

                    
	 	
                      4.3

                    	
                      Irrevocability
                        of Funding Notice

                    	
                      26

                    
	 	
                      4.4

                    	
                      Amount
                        of Funding Portions

                    	
                      26

                    
	 	
                      4.5

                    	
                      Selection
                        of Interest Periods

                    	
                      26

                    
	 	
                      4.6

                    	
                      Determination
                        of Funding Rate

                    	
                      27

                    
	 	 	 	 
	
                      5

                    	
                      Facility

                    	
                      27

                    
	 	
                      5.1

                    	
                      Provision
                        of Funding Portions

                    	
                      27

                    
	 	
                      5.2

                    	
                      Repayment

                    	
                      27

                    
	 	
                      5.3

                    	
                      Repayment
                        of other Secured Moneys

                    	
                      27

                    
	 	
                      5.4

                    	
                      Interest

                    	
                      27

                    
	 	
                      5.5

                    	
                      Calculation
                        of per annum interest rate

                    	
                      27

                    
	 	 	 	 
	
                      6

                    	
                      Payments

                    	
                      28

                    
	 	
                      6.1

                    	
                      Manner
                        of payment

                    	
                      28

                    
	 	
                      6.2

                    	
                      Payments
                        on a Business Day

                    	
                      28

                    
	 	
                      6.3

                    	
                      Payments
                        in gross

                    	
                      28

                    
	 	
                      6.4

                    	
                      Additional
                        payments

                    	
                      28

                    
	 	
                      6.5

                    	
                      Taxation
                        deduction procedures

                    	
                      29

                    
	 	
                      6.6

                    	
                      Tax
                        Credit

                    	
                      29

                    
	 	
                      6.7

                    	
                      Tax
                        affairs

                    	
                      29

                    
	 	
                      6.8

                    	
                      Amounts
                        payable on demand

                    	
                      29

                    


            

          

        

      

    

     

    
      
        
        

      

      
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          1

        
          

        

      

      
        
        

      

    

     

    

     

    
      Contents

    

    

      
        	 	
                6.9

              	
                Appropriation
                  of payments

              	
                29

              
	 	
                6.10

              	
                Currency
                  exchanges

              	
                30

              
	 	 	 	 
	
                7

              	
                Representations
                  and warranties

              	
                30

              
	 	
                7.1

              	
                General
                  representations and warranties

              	
                30

              
	 	
                7.2

              	
                Project
                  representations and warranties

              	
                33

              
	 	
                7.3

              	
                Survival
                  and repetition of representations and warranties

              	
                34

              
	 	
                7.4

              	
                Reliance
                  by Finance Parties

              	
                34

              
	 	 	 	 
	
                8

              	
                Undertakings

              	
                34

              
	 	
                8.1

              	
                Conduct
                  of Project

              	
                34

              
	 	
                8.2

              	
                Project
                  Covenants

              	
                35

              
	 	
                8.3

              	
                Provisions
                  relating to the MDOA

              	
                35

              
	 	
                8.4

              	
                Environmental
                  issues

              	
                36

              
	 	
                8.5

              	
                Mineral
                  Rights

              	
                36

              
	 	
                8.6

              	
                Corporate
                  budget

              	
                36

              
	 	
                8.7

              	
                Provision
                  of information and reports

              	
                37

              
	 	
                8.8

              	
                Proper
                  accounts

              	
                37

              
	 	
                8.9

              	
                Notices
                  to the Agent

              	
                38

              
	 	
                8.10

              	
                Corporate
                  existence

              	
                39

              
	 	
                8.11

              	
                Compliance

              	
                39

              
	 	
                8.12

              	
                Maintenance
                  of capital

              	
                39

              
	 	
                8.13

              	
                Compliance
                  with laws and Authorisations

              	
                39

              
	 	
                8.14

              	
                Payment
                  of debts, outgoings and Taxes

              	
                40

              
	 	
                8.15

              	
                Project
                  Documents

              	
                40

              
	 	
                8.16

              	
                Amendments
                  to constitution

              	
                40

              
	 	
                8.17

              	
                Negative
                  pledge and disposal of assets

              	
                40

              
	 	
                8.18

              	
                No
                  change to business

              	
                41

              
	 	
                8.19

              	
                Financial
                  accommodation and Financial Indebtedness

              	
                41

              
	 	
                8.20

              	
                Arm’s
                  length transactions

              	
                41

              
	 	
                8.21

              	
                No
                  Subsidiaries

              	
                42

              
	 	
                8.22

              	
                Restrictions
                  on Distributions and fees

              	
                42

              
	 	
                8.23

              	
                Undertakings
                  regarding Secured Property

              	
                42

              
	 	
                8.24

              	
                Insurance

              	
                43

              
	 	
                8.25

              	
                Financial
                  undertakings

              	
                44

              
	 	
                8.26

              	
                Hedging

              	
                45

              
	 	
                8.27

              	
                Repayment
                  of Secured Debentures and RMB GSA

              	
                45

              
	 	
                8.28

              	
                Subordination

              	
                45

              
	 	
                8.29

              	
                Term
                  of undertakings

              	
                46

              
	 	 	 	 
	
                9

              	
                Cashflow
                  Model

              	
                46

              
	 	
                9.1

              	
                Calculations

              	
                46

              
	 	
                9.2

              	
                Calculations
                  in United States Dollars

              	
                47

              
	 	
                9.3

              	
                Maintenance

              	
                47

              
	 	
                9.4

              	
                Update
                  of Cashflow Model

              	
                47

              
	 	
                9.5

              	
                Factors
                  since commencement of production

              	
                47

              
	 	
                9.6

              	
                Delivery
                  of updated Cashflow Model

              	
                47

              
	 	
                9.7

              	
                Determination
                  is binding

              	
                47

              
	 	 	 	 
	
                10

              	
                Transaction
                  Accounts

              	
                48

              
	 	
                10.1

              	
                Establishment
                  of Transaction Accounts

              	
                48

              
	 	
                10.2

              	
                Project
                  Operating Account

              	
                48

              
	 	
                10.3

              	
                Proceeds
                  Account

              	
                48

              
	 	
                10.4

              	
                Limit
                  on withdrawals

              	
                48

              


      

    

     

    
      
        
        

      

      
        Contents
          2

        
          

        

      

      
        
        

      

    

     

    

     

    
      Contents

    

     

    
      
        	
                11

              	
                Events
                  of Default

              	
                49

              
	 	
                11.1

              	
                Events
                  of Default

              	
                49

              
	 	
                11.2

              	
                Effect
                  of Event of Default

              	
                51

              
	 	
                11.3

              	
                Transaction
                  Parties to continue to perform

              	
                51

              
	 	
                11.4

              	
                Enforcement

              	
                52

              
	 	
                11.5

              	
                Review
                  event

              	
                52

              
	 	 	 	 
	
                12

              	
                Increased
                  costs and illegality

              	
                52

              
	 	
                12.1

              	
                Increased
                  costs

              	
                52

              
	 	
                12.2

              	
                Illegality

              	
                53

              
	 	
                12.3

              	
                Reduction
                  of Commitment

              	
                53

              
	 	 	 	 
	
                13

              	
                Indemnities
                  and Break Costs

              	
                53

              
	 	
                13.1

              	
                General
                  indemnity

              	
                53

              
	 	
                13.2

              	
                Break
                  Costs

              	
                54

              
	 	
                13.3

              	
                Foreign
                  currency indemnity

              	
                54

              
	 	
                13.4

              	
                Conversion
                  of currencies

              	
                54

              
	 	
                13.5

              	
                Continuing
                  indemnities and evidence of Loss

              	
                55

              
	 	 	 	 
	
                14

              	
                Fees,
                  Tax, costs and expenses

              	
                55

              
	 	
                14.1

              	
                Arrangement
                  fee

              	
                55

              
	 	
                14.2

              	
                Commitment
                  fee

              	
                55

              
	 	
                14.3

              	
                Tax

              	
                55

              
	 	
                14.4

              	
                Costs
                  and expenses

              	
                56

              
	 	 	 	 
	
                15

              	
                Interest
                  on overdue amounts

              	
                56

              
	 	
                15.1

              	
                Payment
                  of interest

              	
                56

              
	 	
                15.2

              	
                Accrual
                  of interest

              	
                56

              
	 	
                15.3

              	
                Rate
                  of interest

              	
                56

              
	 	 	 	 
	
                16

              	
                Assignment

              	
                57

              
	 	
                16.1

              	
                Assignment
                  by Transaction Party

              	
                57

              
	 	
                16.2

              	
                Borrower
                  obligation in registered form

              	
                57

              
	 	
                16.3

              	
                Assignment
                  by Finance Party

              	
                57

              
	 	
                16.4

              	
                Assist

              	
                57

              
	 	
                16.5

              	
                Participation
                  not permitted

              	
                57

              
	 	
                16.6

              	
                Lending
                  Office

              	
                57

              
	 	
                16.7

              	
                No
                  increase in costs

              	
                58

              
	 	 	 	 
	
                17

              	
                Saving
                  provisions

              	
                58

              
	 	
                17.1

              	
                No
                  merger of security

              	
                58

              
	 	
                17.2

              	
                Exclusion
                  of moratorium

              	
                58

              
	 	
                17.3

              	
                Conflict

              	
                58

              
	 	
                17.4

              	
                Consents

              	
                58

              
	 	
                17.5

              	
                Principal
                  obligations

              	
                58

              
	 	
                17.6

              	
                Non-avoidance

              	
                59

              
	 	
                17.7

              	
                Set-off
                  authorised

              	
                59

              
	 	
                17.8

              	
                Agent’s
                  certificates and approvals

              	
                59

              
	 	
                17.9

              	
                No
                  reliance or other obligations and risk assumption

              	
                59

              
	 	
                17.10

              	
                Power
                  of attorney

              	
                60

              
	 	 	 	 
	
                18

              	
                General

              	
                60

              
	 	
                18.1

              	
                Confidential
                  information

              	
                60

              
	 	
                18.2

              	
                Transaction
                  Party to bear cost

              	
                60

              
	 	
                18.3

              	
                Notices

              	
                60

              


      

    

     

    
      
        
        

      

      
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      Contents

    

     

    
      
        
          	 	
                  18.4

                	
                  Governing
                    law and jurisdiction

                	
                  61

                
	 	
                  18.5

                	
                  Prohibition
                    and enforceability

                	
                  61

                
	 	
                  18.6

                	
                  Waivers

                	
                  61

                
	 	
                  18.7

                	
                  Variation

                	
                  62

                
	 	
                  18.8

                	
                  Cumulative
                    rights

                	
                  62

                
	 	
                  18.9

                	
                  Attorneys

                	
                  62

                
	 	
                  18.10

                	
                  Counterparts

                	
                  62

                
	 	 	 	 
	 	
                  Schedules

                	 
	 	 	 
	 	
                  Notice
                    Details

                	
                  64

                
	 	 	 
	 	
                  Repayment
                    Schedule

                	
                  66

                
	 	 	 
	 	
                  Securities

                	
                  67

                
	 	 	 
	 	
                  Officer’s
                    certificate

                	
                  68

                
	 	 	 
	 	
                  Funding
                    Notice

                	
                  70

                
	 	 	 
	 	
                  Promissory
                    Note

                	
                  71

                
	 	 	 
	 	
                  Permitted
                    Encumbrances

                	
                  73

                
	 	 	 
	 	
                  Material
                    Agreements

                	
                  75

                
	 	 	 
	 	
                  RMB
                    GSA

                	
                  77

                
	 	 	 
	 	
                  Key
                    Mineral Rights

                	
                  90

                
	 	 	 
	 	
                  Current
                    Insurance Policies

                	
                  96

                
	 	 	 
	 	
                  Excluded
                    Claims

                	
                  97

                
	 	 	 
	 	
                  Signing
                    page

                	 


        

      

    

     

    
      Freehills
        owns the copyright in this document and using it without permission is strictly
        prohibited.

       

      
        
          
          

        

        
          Contents
            4

          
            

          

        

        
          
          

        

      

    

     

    


    The
      agreement

    
       

      Facility
        Agreement

      
        

      

       

      
        Date
          ►

        

          
            	
                    Between
                      the parties

                     

                  	 
	
                    Borrower

                     

                  	
                    Montana
                      Tunnels Mining, Inc.

                     

                    a
                      corporation existing under the laws of Delaware, United States
                      of
                      America

                     

                    of
                      5655 South Yosemite Street, Suite 200 Greenwood Village, Colorado
                      80111-3220, United States of America

                     

                    (Borrower)

                     

                  
	
                    Guarantors

                     

                  	
                    Apollo
                      Gold Corporation

                     

                    a
                      corporation existing under the laws of the Yukon Territory,
                      Canada

                     

                    of
                      5655 South Yosemite Street, Suite 200 Greenwood Village, Colorado
                      80111-3220, United States of America

                     

                    (APG)

                     

                  
	 	
                    Apollo
                      Gold Inc.

                     

                    a
                      corporation existing under the laws of Delaware, United States
                      of
                      America

                     

                    of
                      5655 South Yosemite Street, Suite 200 Greenwood Village, Colorado
                      80111-3220, United States of America

                     

                    (AGI)

                     

                  
	
                    Financier

                     

                  	
                    RMB
                      Australia Holdings Limited

                     

                    a
                      company incorporated under the laws of Australia

                     

                    of
                      Level 13, 60 Castlereagh Street, Sydney, New South Wales 2000,
                      Australia

                     

                    (Financier)

                     

                  
	
                    Agent

                     

                  	
                    RMB
                      Resources Inc.

                     

                    a
                      company incorporated under the laws of Delaware, United States
                      of
                      America

                     

                    of
                      Suite 900, 143 Union Boulevard, Lakewood, Colorado 80228, United
                      States of
                      America

                     

                    (Agent)

                     

                  


          

           

          
            
              
              

            

            
              page
                1

              
                

              

            

            
              
              

            

          

           

          

           

          
            The
              agreement

          

           

          
            	
                    Background

                     

                  	
                    the
                      Financier has agreed to provide the Facility to the Borrower
                      on the terms
                      of this agreement.

                     

                  
	
                    The
                      parties agree

                     

                  	
                    as
                      set out in the operative part of this agreement, in consideration
                      of,
                      among other things, the mutual promises contained in this
                      agreement.

                     

                  


          

        

         

        
          
            
            

          

          
            page
              2

            
              

            

          

          
            
            

          

        

         

        

         

        
          Operative
            part


          
            1    Definitions
              and interpretations

             

            1.1   Definitions

             

            The
              meanings of the terms used in this document are set out
              below.

          

          
            


            
              
                	
                        Term

                         

                      	
                        Meaning

                      
	
                        Accounting
                          

                        Standards

                         

                      	
                        generally
                          accepted accounting principles in Canada.

                         

                      
	
                        Affiliate

                         

                      	
                        with
                          respect to a Person: 

                         

                      
	 	
                        1

                         

                      	
                        any
                          partner, officer, ten percent (10%) or more shareholder,
                          manager,
                          director, employee or managing agent of that Person or
                          that Person’s
                          Affiliates;

                         

                      
	 	
                        2

                         

                      	
                        any
                          spouse, parent, siblings, children or grandchildren (by
                          birth or adoption)
                          of that Person; and

                         

                      
	 	
                        3

                         

                      	
                        any
                          other Person (other than a Subsidiary): 

                         

                      
	 	 	
                        ·

                         

                      	
                        that
                          directly or indirectly through one or more intermediaries,
                          controls, or is
                          controlled by, or is under common control with, that Person;


                         

                      
	 	 	· 	
                        that
                          directly or indirectly beneficially owns or holds 10% or
                          more of any class
                          of voting stock or partnership or other voting interest
                          of that Person or
                          any Subsidiary of that Person; or

                         

                      
	 	 	· 	
                        10%
                          or more of the voting stock or partnership or other voting
                          interest of
                          which is directly or indirectly beneficially owned or held
                          by that Person
                          or a Subsidiary of that Person.

                         

                      
	
                        Attorney

                         

                      	 	· 	
                        an
                          attorney appointed under a Transaction Document.

                         

                      
	
                        Authorisation

                         

                      	
                        1 

                         

                      	
                        any
                          consent, registration, filing, agreement, notice of non-objection,
                          notarisation, certificate, licence, approval, permit, authority
                          or
                          exemption; or  

                      
	 	
                        2

                         

                      	
                        in
                          relation to anything which a Government Agency may prohibit
                          or restrict
                          within a specific period, the expiry of that period without
                          intervention
                          or action or notice of intended intervention or action.

                         

                      
	
                        Availability
                          Period

                         

                      	
                        the
                          period commencing on the satisfaction of the conditions
                          precedent in
                          clause 2.1
                          and ending on the earlier of:

                         

                      
	 	
                        1

                         

                      	
                        the
                          date on which the Commitment is cancelled in full under
                          this agreement;
                          or

                         

                      
	 	
                        2

                         

                      	
                        31
                          December 2007.

                         

                      
	
                        Bensing
                          Title Reports

                         

                      	
                        1 

                         

                      	
                          the
                          “Montana Tunnels Patented Ground Title Report” prepared at the request of
                          Bensing and Associates, Inc. dated 2 February 2007; and
 

                         

                      
	 	
                        2

                         

                      	
                        the
                          “MTMI Unpatented Mining Claims Location to Present Title
                          Report” prepared
                          at the request of Bensing and Associates, Inc. dated 2
                          February
                          2007.

                         

                      


              

            

          

        

         

        
          
            
            

          

          
            page
              3

            
              

            

          

          
            
            

          

        

         

        
          		
                  1   Definitions
                    and interpretations

                


        

         

        
          
            	
                    Term

                     

                  	
                    Meaning

                  
	
                    Best
                      Efforts

                     

                  	
                    in
                      respect of clause 8.3(a)
                      the commercially reasonable best
                      efforts of the Borrower in its capacity as a participant in
                      the Project
                      having the percentage interest which the Borrower holds from
                      time to time
                      (50% at the date of this agreement) in the MDOA.

                     

                  
	
                    Break
                      Costs

                     

                  	
                    for
                      any repayment or prepayment the amount (if any) by which: 

                     

                  
	 	
                    1

                     

                  	
                    the
                      interest on the amount repaid or prepaid which the Financier
                      should have
                      received under this agreement (had the repayment or prepayment
                      not
                      occurred),

                     

                  
	 	
                    exceeds:
                      

                     

                  
	 	
                    2

                     

                  	
                    the
                      return which that Financier would be able to obtain by placing
                      the amount
                      repaid or prepaid to it on deposit with a Reference Bank,

                     

                  
	 	
                    in
                      each case for the period from the date of repayment or prepayment
                      until
                      the last day of the then current Interest Period applicable
                      to the repaid
                      or prepaid amount.

                     

                  
	
                    Business
                      Day

                     

                  	
                    1

                     

                  	
                    for
                      the purposes of clause 18.3,
                      a
                      day on which banks are open for business in the city where
                      the notice or
                      other communication is received excluding a Saturday, Sunday
                      or public
                      holiday; and

                     

                  
	 	
                    2

                     

                  	
                      for
                      all other purposes, a day on which banks are open for business
                      in Sydney,
                      Australia and Denver, Colorado, excluding a Saturday, Sunday
                      or public
                      holiday.

                     

                  
	
                    CADS

                     

                  	
                    in
                      respect of a period, the Revenue for that period less the aggregate
                      of the
                      following amounts actually paid by the Borrower during that
                      period (or,
                      where not actually paid at the date of any calculation, projected
                      or
                      estimated by the Borrower to be actually paid by the Borrower
                      during that
                      period as contemplated in the Cashflow Model):  

                     

                  
	 	
                    1

                     

                  	
                    Operating
                      Costs in accordance with the latest Cashflow Model; and    

                     

                  
	 	
                    2

                     

                  	
                    any
                      fees, Taxes or royalties paid to a Government Agency in respect
                      of the
                      Project (whether currently payable or levied or imposed after
                      the date of
                      this agreement) or royalties payable under the terms of any
                      agreement in
                      relation to the Mineral Rights.

                     

                  
	
                    Calculation
                      Date

                     

                  	
                    each
                      Quarterly Date while there is Principal Outstanding or exposure
                      under a
                      Financier Hedging Agreement with respect to Product.

                     

                  
	
                    Canada
                      Trust 

                    Securities

                     

                  	
                    1

                     

                  	
                    the
                      General Security Agreement granted by APG in favour of the
                      Canada Trust
                      Company dated 4 January 2006; 

                     

                  
	 	
                    2

                     

                  	
                    the
                      charge granted by APG in favour of the Canada Trust Company
                      dated 6
                      January 2006;

                     

                  
	 	
                    3

                     

                  	
                    the
                      Assignment of Material Documents granted by APG in favour of
                      the Canada
                      Trust Company dated 6 January 2006;

                     

                  
	 	
                    4

                     

                  	
                    the
                      Assignment of Insurance granted by APG in favour of the Canada
                      Trust
                      Company dated 6 January 2006;

                     

                  


          

        

         

        
          
            
            

          

          
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              4

            
              

            

          

          
            
            

          

        

        
           

        

      

    

    

      
        	
                

              	
                 1    Definitions
                  and interpretations

              


      

    

     

    
      
        	
                Term

                 

              	
                Meaning

                 

              
	 	
                5 
the
                  Environmental Indemnity Agreement granted by APG in favour of the
                  Canada
                  Trust Company dated 4 January 2006; and

                 

                6 
the
                  Construction Lien, Warranty and Indemnity granted by APG in favour
                  of the
                  Canada Trust Company dated 4 January 2006,

                 

                granted
                  to secure obligations under the Secured Debentures.

                 

              
	
                Cashflow
                  Model

                 

              	
                the
                  cashflow model prepared by the Borrower and approved by the Agent
                  and
                  based on the Project Plan to be initially provided in accordance
                  with
                  clause 2.1(g)
                  and then provided in an updated form under clause 9.

                 

              
	
                Change
                  in Law

                 

              	
                any
                  present or future law, regulation, treaty, order or official directive
                  or
                  request (which, if not having the force of law, would be complied
                  with by
                  a responsible financial institution) which:

                 

                1 
commences,
                  is introduced, or changes, after the date of this agreement;
                  and

                 

                2 
does
                  not relate to a change in the effective rate at which Tax is imposed
                  on
                  the overall net income of a Finance Party.

                 

              
	
                Clements
                  Litigation

                 

              	
                the
                  litigation commenced as at the date of this agreement and known
                  in its
                  filing as “Christoper Clements, et al v. Montana Tunnels Mining, Inc. and
                  Apollo Gold, Inc.”.

                 

              
	
                Collateral
                  Security

                 

              	
                any
                  present or future Encumbrance, Surety Obligation or other document
                  or
                  agreement created or entered into by a Transaction Party or any
                  other
                  person as security for, or to credit enhance, the payment of any
                  of the
                  Secured Moneys, including any further security granted under clause
                  8.23(b).

                 

              
	
                Commitment

                 

              	
                the
                  maximum aggregate amount agreed to be provided by the Financier
                  under the
                  Facility, being US$8,000,000, as reduced or cancelled in accordance
                  with
                  this agreement.

                 

              
	
                Contamination

                 

              	
                in
                  respect of a property, the presence of Pollutants:

                 

                1 
in,
                  on or under the property; or

                 

                2 
in
                  the ambient air and emanating from the property.

                 

              
	
                Contested
                  Tax

                 

              	
                a
                  Tax payable by a Transaction Party where the Transaction Party
                  is
                  contesting its liability to pay that Tax, and has reasonable grounds
                  to do
                  so.

                 

              
	
                Control

                 

              	
                of
                  a Person, includes the possession directly or indirectly of the
                  power,
                  whether or not having statutory, legal or equitable force, and
                  whether or
                  not based on statutory, legal or equitable rights, directly or
                  indirectly,
                  to do any of the following:

                 

                1 
where
                  the word Control is used in the context of a Review Event, to control
                  20%
                  or more of the total votes which might be cast at a general meeting
                  of
                  that Person;

                 

                2 
where
                  the word Control is used elsewhere in this agreement, to control
                  50% or
                  more of the total votes which might be cast at a general meeting
                  of that
                  Person;

                 

              


      

       

      
        
          
          

        

        
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                     1    Definitions
                      and interpretations

                  


          

        

         

      

      
        	
                Term

                 

              	
                Meaning

                 

              
	 	
                3 
to
                  elect or appoint a majority of the board of directors or other
                  governing
                  body of that Person; or

                 

                4    
                  to
                  direct or cause the direction of the management and policies of
                  that
                  company whether by means of trusts, agreements, arrangements,
                  understandings, the ownership of any interest in shares or stock
                  of that
                  company or otherwise.

                 

              
	
                Corporate
                  Budget

                 

              	
                the
                  consolidated corporate budget for non-Project expenditures of the
                  Borrower, AGI and APG through the end of 2008, to be provided in
                  accordance with clause 2.1(e)
                  and amended to the extent that the Agent agrees to a proposal provided
                  under clause 8.7(b).

                 

              
	
                Current
                  Insurance Policies

                 

              	
                the
                  policies summarised in schedule 11. 

                 

              
	
                Default

                 

              	
                1 
an
                  Event of Default; or

                 

                2 
a
                  Potential Event of Default.

                 

              
	
                Dispose

                 

              	
                in
                  relation to any asset, property or right, means to sell, transfer,
                  assign,
                  surrender, convey, lease, licence, lend, farm-out or otherwise
                  dispose of
                  any interest in the asset, property or right.

                 

              
	
                Distribution

                 

              	
                any
                  dividend, distribution or other amount declared or paid by a Transaction
                  Party on any Marketable Securities issued by it.

                 

              
	
                Documents

                 

              	
                the
                  Transaction Documents and the Project Documents.

                 

              
	
                EKT

                 

              	
                Elkhorn
                  Tunnels, LLC, a limited liability company existing under the laws
                  of
                  Delaware, United States of America.

                 

              
	
                Encumbrance

                 

              	
                1 
any
                  mortgage, agreement to secure debt, agreement of trust, lien, pledge,
                  charge, capital lease, conditional sale or other title retention
                  agreement, or other security interest, security title or encumbrance
                  of
                  any kind in respect of any property of that Person or upon the
                  income and
                  profits therefrom, whether that interest is based on the common
                  law,
                  statute or contract;

                 

                2 
any
                  arrangement, express or implied, under which any property of that
                  Person
                  is transferred, sequestered or otherwise identified for the purpose
                  of
                  subjecting the same to the payment of Financial Indebtedness or
                  performance of any other obligation in priority to the payment
                  of the
                  general, unsecured creditors of that Person; and 

                 

                3 
the
                  filing of, or any agreement to give, any financing statement under
                  the
                  Uniform Commercial Code of any state or its equivalent in any
                  jurisdiction.

                 

              
	
                Environmental
                  Approvals

                 

              	
                all
                  consents, approvals, licences or other Authorisations of any kind
                  required
                  by Environmental Law.

                 

              


      

       

      
        
          
          

        

        
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                   1    Definitions
                    and interpretations

                


        

      

       

      
        	
                Term

                 

              	
                Meaning

                 

              
	
                Environmental
                  Bonding

                 

              	
                the
                  environmental bonding described in paragraph 1.4 of Exhibit A to
                  the MDOA,
                  except to the extent pertaining to the Diamond Hill Property described
                  in
                  the MDOA.

                 

              
	
                Environmental
                  Law

                 

              	
                any
                  law of the United States of America or the State of Montana that
                  relates
                  to the protection of the environment or health and safety or manages
                  Pollutants, including laws concerning land use or the rehabilitation
                  of
                  any land, development, Contamination, conservation of natural or
                  cultural
                  resources and resource allocation (including any law of the United
                  States
                  of America or the State of Montana relating to the exploration
                  for, and
                  development or exploitation of, any natural resource).

                 

              
	
                Event
                  of Default

                 

              	
                any
                  event specified in clause 11.1.

                 

              
	
                Excess
                  Cashflow

                 

              	
                on
                  any Repayment Date, the Borrower’s entitlement to the Net Cashflow (as
                  defined in the MDOA) for the preceding Quarter minus the following
                  amounts:

                 

                1 
any
                  amount payable to the Financier on that Repayment Date as interest
                  payable
                  under this agreement; and

                 

                2 
the
                  relevant Repayment Amount due on that Repayment Date,

                 

                plus
                  or minus (as the case may be) the net revenue generated under the
                  Financier Hedging Agreements.

                 

              
	
                Exchange

                 

              	
                the
                  Toronto Stock Exchange or the American Stock Exchange and Exchanges
                  means
                  both of them.

                 

              
	
                Excluded
                  Claims

                 

              	
                the
                  unpatented mining claims listed in schedule 12.

                 

              
	
                Excluded
                  Tax

                 

              	
                a
                  Tax imposed by any jurisdiction on the net income of a Finance
                  Party
                  but not a Tax:

                 

                1 
calculated
                  on or by reference to the gross amount of any payment (without
                  allowance
                  for any deduction) derived by a Finance Party under a Transaction
                  Document
                  or any other document referred to in a Transaction Document;
                  or

                 

                2 
imposed
                  as a result of a Finance Party being considered a resident of or
                  organised
                  or doing business in that jurisdiction solely as a result of it
                  being a
                  party to a Transaction Document or any transaction contemplated
                  by a
                  Transaction Document.

                 

              
	
                Facility

                 

              	
                the
                  facility made available by the Financier to the Borrower under
                  this
                  agreement.

                 

              
	
                Federal
                  Royalty

                 

              	
                any
                  royalty or other fee payable to a Government Agency of the United
                  States
                  of America based on the production of minerals from the
                  Project.

                 

              
	
                Final
                  Repayment Date

                 

              	
                the
                  later of the last occurring Repayment Date set out in the left
                  column of
                  the Repayment Schedule, or any other date determined to be the
                  Final
                  Repayment Date in accordance with this agreement.

                 

              


      

       

      
        
          
          

        

        
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                      and interpretations

                  


          

        

         

      

      
        	
                Term

                 

              	
                Meaning

                 

              
	
                Finance
                  Party

                 

              	
                each
                  of the Agent and the Financier and Finance
                  Parties means
                  both of them.

                 

              
	
                Financial
                  

                Indebtedness

                 

              	
                any
                  debt or other monetary liability in respect of moneys borrowed
                  or raised
                  or any financial accommodation including under or in respect of
                  any:

                 

                1 
bill,
                  bond, debenture, note or similar instrument;

                 

                2 
acceptance,
                  endorsement or discounting arrangement;

                 

                3 
Surety
                  Obligation;

                 

                4 
finance
                  or capital Lease;

                 

                5 
agreement
                  for the deferral of a purchase price or other payment in relation
                  to the
                  acquisition of any asset or service;

                 

                6 
obligation
                  to deliver goods or provide services paid for in advance by any
                  financier;

                 

                7 
agreement
                  for the payment of capital or premium on the redemption of any
                  preference
                  shares; or

                 

                8 
Hedging
                  Agreements,

                 

                and
                  irrespective of whether the debt or liability:

                 

                9 
is
                  present or future;

                 

                10  
                  is
                  actual, prospective, contingent or otherwise;

                 

                11  
                  is
                  at any time ascertained or unascertained;

                 

                12  
                  is
                  owed or incurred alone or severally or jointly or both with any
                  other
                  person; or

                 

                13  
                  comprises
                  any combination of the above.

                 

              
	
                Financial
                  Report

                 

              	
                in
                  relation to an entity, the following financial statements and information
                  in relation to the entity (or the equivalent financial statements
                  or
                  information in the jurisdiction of the entity), prepared for its
                  financial
                  quarter, financial half-year or financial year:

                 

                1 
a
                  statement of financial performance;

                 

                2 
a
                  statement of financial position; and

                 

                3 
a
                  statement of cashflows.

                 

              
	
                Financier
                  Hedging 

                Agreement

                 

              	
                the
                  RMB ISDA and each other Hedging Agreement to which the Financier
                  is a
                  party.

                 

              
	
                Force
                  Majeure Event

                 

              	
                1 
an
                  act of God;

                 

                2 
war,
                  revolution, an act of terrorism, or any other unlawful act against
                  public
                  order or authority;

                 

                3 
a
                  restraint by a Government Agency; and

                 

                4 
any
                  other event which a reasonable person could not foresee or reasonably
                  make
                  provision for or insure against, 

                 

                which
                  wholly or partially prevents, hinders, obstructs, delays or interferes
                  with the development or operation of the Project or the sale of
                  Product.

                 

              


      

       

      
        
          
          

        

        
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                   1    Definitions
                    and interpretations

                


        

      

       

      
        	
                Term

                 

              	
                Meaning

                 

              
	
                Funding
                  Date

                 

              	
                the
                  date on which a Funding Portion is provided, or is to be provided,
                  to the
                  Borrower under this agreement.

                 

              
	
                Funding
                  Notice

                 

              	
                a
                  notice given under clause 4.1.

                 

              
	
                Funding
                  Portion

                 

              	
                each
                  portion of the Commitment provided under this agreement.

                 

              
	
                Funding
                  Rate

                 

              	
                in
                  respect of an Interest Period, the aggregate of:

                 

                1 
LIBOR
                  for that Interest Period; and

                 

                2 
the
                  Margin.

                 

              
	
                Good
                  Industry 

                Practice

                 

              	
                the
                  degree of care and skill, diligence, prudence (financial and operational),
                  foresight and operating practice which would reasonably and ordinarily
                  be
                  expected from a skilled operator engaged in the same type of undertaking
                  as the Project under the same or similar circumstances.

                 

              
	
                Government
                  

                Agency

                 

              	
                any
                  government or any governmental, semi-governmental, administrative,
                  fiscal
                  or judicial body, department, commission, authority, tribunal,
                  agency or
                  entity.

                 

              
	
                Guarantor

                 

              	
                each
                  of:

                 

                1 
AGI;
                  and

                 

                2 
APG,

                 

                and
                  Guarantors
                  means all of them.

                 

              
	
                Hedging
                  Agreement

                 

              	
                each
                  interest rate transaction, foreign exchange transaction, equity
                  or equity
                  index option, bond option, commodity swap, commodity option, commodity
                  forward sale, cap transaction, currency swap transaction, cross-currency
                  swap rate transaction or any other hedge or derivative agreement
                  entered
                  into by a Transaction Party, including any master agreement and
                  any
                  transaction or confirmation under it.

                 

              
	
                Initial
                  Transaction 

                Costs

                 

              	
                1 
all
                  Taxes and registration fees payable on or with respect to the Transaction
                  Documents;

                 

                2 
the
                  arrangement fee described in clause 14.1;

                 

                3 
the
                  reasonable legal fees in relation to the preparation, negotiation
                  and
                  completion of the Transaction Documents and all related matters;
                  and

                 

                4 
all
                  other fees, costs and expenses (including travel costs, fees payable
                  to
                  any independent technical expert and other disbursements) of the
                  Finance
                  Parties.

                 

              
	
                Inter-Company
                  

                Claims
                  

                 

              	
                1 
all
                  debts and liabilities of each Transaction Party to any other Transaction
                  Party on any account and in any capacity, irrespective of whether
                  the
                  debts and liabilities:

                 

                2 
are
                  present or future;

                 

              


      

       

      
        
          
          

        

        
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                Term

                 

              	
                Meaning

                 

              
	 	
                3 
are
                  actual, prospective, contingent or otherwise;

                 

                4 
are
                  at any time ascertained or unascertained;

                 

                5 
are
                  owed or incurred by or on account of a Transaction Party alone
                  severally
                  or jointly with another person;

                 

                6 
are
                  owed to or incurred for the account of a Transaction Party alone,
                  or
                  severally or jointly with another person;

                 

                7 
are
                  owed to another person as agent (whether disclosed or not) for
                  or on
                  behalf of a Transaction Party; or

                 

                8    
                  comprise
                  a combination of the above.

                 

              
	
                Interest
                  Payment 

                Date

                 

              	
                the
                  last day of each Interest Period.

                 

              
	
                Interest
                  Period

                 

              	
                a
                  period selected or determined under clause 4.5.

                 

              
	
                Key
                  Mineral Rights

                 

              	
                those
                  Mineral Rights required to enable the Borrower to develop and operate
                  the
                  Project in accordance with the Cashflow Model and Project Plan
                  which are,
                  as at the time of this agreement, the Mineral Rights described
                  in schedule
                  10.

                 

              
	
                Key
                  Personnel

                 

              	
                1 
R.
                  David Russell (President and Chief Executive Officer, APG);

                 

                2 
Melvyn
                  Williams (Chief Financial Officer; Senior Vice President - Finance
                  and
                  Corporate Development, APG);

                 

                3 
Timothy
                  G. Smith (Vice President and General Manager, MTM); and

                 

                4 
Bruce
                  Parker (Mine Manager, MTM).

                 

              
	
                Lease

                 

              	
                a
                  lease, sale lease-back, synthetic lease or any other agreement
                  under which
                  any property is or may be used or operated by a person other than
                  the
                  owner.

                 

              
	
                Lending
                  Office

                 

              	
                in
                  respect of a Finance Party, the office of that Finance Party set
                  out
                  opposite its name in schedule 1 or any other office notified by a
                  Finance Party under this agreement.

                 

              
	
                LIBOR
                  Page

                 

              	
                the
                  Bloomberg Screen BTMM, being the page on which the British Brokers’
                  Association Interest Settlement Rate for US Dollars is displayed,
                  or any
                  other Bloomberg page which may replace it for the purpose of displaying
                  offered rates for United States Dollar deposits.

                 

              
	
                LIBOR

                 

              	
                in
                  relation to an Interest Period for a Funding Portion, the rate
                  per cent
                  per annum determined by the Agent to be:

                 

                1 
the
                  average of the rates quoted on the LIBOR Page as being the rate
                  per annum
                  at which United States Dollar deposits are offered for a period
                  equivalent
                  to the Interest Period at about 11.00 am (London time) on the Value
                  Date,
                  eliminating the highest and lowest rates and rounding up the resultant
                  figure to 4 decimal places;

                 

                2 
where
                  2 or fewer rates are quoted for the relevant period on the LIBOR
                  Page at
                  the relevant time, the average of the rates notified to the Agent
                  by each
                  Reference Bank to be the rate per annum at which United States
                  Dollar
                  deposits are offered to that Reference Bank for a period equivalent
                  to the
                  Interest Period at about 11.00 am (London time) on the Value Date,
                  rounding up the resultant figure to 4 decimal places; or

                 

              


      

       

      
        
          
          

        

        
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                      and interpretations

                  


          

        

         

      

      
        	
                Term

                 

              	
                Meaning

                 

              
	 	
                3    
                  if
                  LIBOR cannot be determined in accordance with paragraphs 1 or 2
                  of this
                  definition, the rate most nearly approximating the rate that would
                  otherwise have been calculated by the Agent in accordance with
                  paragraphs
                  1 or 2 having regard to comparable indices then available in the
                  financial
                  markets.

                 

              
	
                LIBOR
                  Business Day

                 

              	
                a
                  day on which banks are open for business in London and New York
                  excluding
                  a Saturday, Sunday or public holiday.

                 

              
	
                Loan
                  Life Cover Ratio 

                and
                  LLCR

                 

              	
                on
                  any date, the figure calculated by the Agent in accordance with
                  the
                  formula:

                 

                

                 

                where:

                 

                LLCR
                  is
                  the Loan Life Cover Ratio on that date;

                 

                CADS
                  is
                  the aggregate of CADS contemplated in the Cashflow Model for the
                  period
                  from that date up to the Final Repayment Date, discounted to present
                  value
                  at the rate which is the Funding Rate then applying, on a continuous
                  basis
                  with quarterly rests, and the balance of the Debt Service Reserve
                  Account
                  on that date; and

                 

                PO
                  is
                  the forecast Principal Outstanding on that date, taking into account
                  any
                  repayments or prepayments made on that date.

                 

              
	
                Loss

                 

              	
                any
                  claim, action, damage, loss, liability, cost, charge, expense,
                  outgoing or
                  payment.

                 

              
	
                Manager

                 

              	
                the
                  manager of the Project appointed in accordance with Article VIII
                  of the
                  MDOA, or its successor.

                 

              
	
                Margin

                 

              	
                1.25%
                  per annum.

                 

              
	
                Marketable
                  

                Securities

                 

              	
                1 
debentures,
                  stocks, shares or bonds of any government, of any local Government
                  Agency,
                  or of any body corporate, association or society, and includes
                  any right
                  or option in respect of shares in any body corporate;

                 

                2 
any
                  unit (whatever called) in a trust estate which represents a legal
                  or
                  beneficial interest in any of the income or assets of a trust estate
                  and
                  includes, but is not limited to, any option to acquire any unit
                  as
                  described in this paragraph 2;

                 

                3 
any
                  option or right in respect of an unissued share;

                 

                4 
any
                  convertible note; and

                 

                5 
any
                  instrument or security which is a combination of any of the
                  above.

                 

              


      

       

      
        
          
          

        

        
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                Term

                 

              	
                Meaning

                 

              
	
                Material
                  Adverse 

                Effect

                 

              	
                a
                  material adverse effect on:

                 

                1 
any
                  Transaction Party’s ability to perform any of its obligations under any
                  Transaction Document;

                 

                2 
the
                  rights of the Finance Parties under, or the enforceability of,
                  a
                  Transaction Document;

                 

                3 
the
                  assets, business or operations of the Borrower (including the Project
                  and
                  the Project Assets); or

                 

                4 
the
                  assets, business or operations of the Transaction Parties on a
                  consolidated basis.

                 

              
	
                Material
                  Agreement

                 

              	
                each
                  of the agreements described in schedule 8. 

                 

              
	
                MDOA

                 

              	
                the
                  Mine Development and Operating Agreement dated as of 28 July 2006
                  between
                  the Borrower and EKT, as amended by:

                 

                1 
a
                  letter agreement dated 6 October 2006 between the Borrower and
                  EKT;

                 

                2 
a
                  letter agreement dated 30 November 2006 between the Borrower and
                  EKT;
                  

                 

                3 
a
                  letter agreement dated 8 January 2007 between the Borrower and
                  EKT;
                  

                 

                4 
a
                  letter agreement dated 26 January 2007 between the Borrower and
                  EKT;
                  and

                 

                5 
a
                  letter agreement dated 20 April 2007 between the Borrower and
                  EKT.

                 

              
	
                MDOA
                  Side Agreement

                 

              	
                the
                  side agreement between the Borrower, EKT and the Finance Parties
                  in
                  respect of the Mine Development and Operating Agreement.

                 

              
	
                Metals
                  Price Protection 

                Program

                 

              	
                a
                  base metal hedging program with respect to base metals produced
                  by the
                  Project to be agreed between the Borrower and the Agent and implemented
                  by
                  the Borrower and the Financier as a condition precedent to the
                  provision
                  of the Facility.

                 

              
	
                Mineral
                  Rights

                 

              	
                1 
all
                  of the patented and unpatented mining claims, fee and leased lands,
                  and
                  other interests in lands, which are described in the
                  Securities;

                 

                2 
all
                  entitlements of the Borrower or any other Transaction Party under
                  the
                  provisions of the Mining Law to conduct exploration or mining activities
                  in any part of the Project Area;

                 

                3 
any
                  present or future interest from time to time held by or on behalf
                  of the
                  Borrower or any Transaction Party in any present or future right,
                  lease,
                  licence, patented or unpatented mining claim, fee lands, permit,
                  plan of
                  operations or other authority which confers or may confer a right
                  to
                  prospect or explore for or mine any metals or minerals in any part
                  of the
                  Project Area;

                 

                4 
any
                  present or future renewal, extension, modification, substitution,
                  amalgamation or variation of any of the mineral rights described
                  above
                  (whether extending over the same or a greater or lesser area);
                  and

                 

                5 
any
                  present or future application for or an interest in any of the
                  above which
                  confers or which, when operated, will confer the same or similar
                  rights in
                  relation to the Project.

                 

              


      

       

      
        
          
          

        

        
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                Term

                 

              	
                Meaning

                 

              
	
                Mining
                  Law

                 

              	
                any
                  law, including the relevant laws of Montana or otherwise, whether
                  or not
                  deriving from statute, concerning the acquisition by any allowed
                  means of
                  interests in public lands or private lands for the purpose of conducting
                  mining exploration, mine development, mining operations, reclamation
                  and
                  related operations on that land, together with the rights necessary
                  to
                  conduct those activities, including but not limited to laws relating
                  to
                  public land use, development, conservation of natural or cultural
                  resources and resource allocation and includes any laws concerning
                  permits, licences and authorisations required to be received before
                  conducting any of those activities and includes any and all rules,
                  regulations or ordinances promulgated under or in respect of those
                  laws.

                 

              
	
                MOOA

                 

              	
                the
                  Mill Operating and Option Agreement dated as of 28 July 2006 between
                  Elkhorn Goldfields, Inc. and the Borrower. 

                 

              
	
                Officer

                 

              	
                1 
in
                  relation to a Transaction Party, a director, secretary, chief executive
                  officer, chief financial officer, president or vice president or
                  a person
                  notified to be an authorised officer, of the Transaction Party;
                  or

                 

                2 
in
                  relation to a Finance Party, a director, secretary or any person
                  whose
                  title includes the word “Director”, “Managing Director”, “Manager” or
                  “Vice President”, and any other person appointed by the Finance Party to
                  act as its authorised officer for the purposes of this
                  agreement.

                 

              
	
                Offtake
                  Agreements

                 

              	
                1 
the
                  zinc concentrate agreement dated 20 February 2007 between Teck
                  Cominco and
                  AGI; and

                 

                2 
the
                  lead concentrate agreement dated 20 February 2007 between Teck
                  Cominco and
                  AGI.

                 

              
	
                Operating
                  Costs

                 

              	
                all
                  expenses (including capital and recurrent expenditure of a routine
                  nature)
                  incurred and paid or projected in the Cashflow Model which are
                  attributable to the Borrower to be incurred or paid by the Borrower
                  in the
                  ordinary course of business in connection with the day-to-day activities
                  of the Project, including:

                 

                1 
administrative
                  costs and charges in respect of the operation of the Project by
                  the
                  Borrower;

                 

                2 
premiums
                  paid with respect to insurance; and

                 

                3 
payments
                  with respect to Environmental Bonding,

                 

                but
                  excluding any payments to third parties in respect of liabilities
                  to them
                  covered by third party insurance.

                 

              
	
                Ordinary
                  Course of 

                Business

                 

              	
                ordinary
                  course of business of the Borrower consistent with past custom
                  and
                  practice (including with respect to quantity and frequency) as
                  it has been
                  conducted since 28 July 2006.

                 

              
	
                Overdue
                  Margin

                 

              	
                2%
                  per annum.

                 

              
	
                Overdue
                  Rate

                 

              	
                the
                  aggregate of:

                 

                1 
the
                  Overdue Margin;

                 

              


      

       

      
        
          
          

        

        
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            13

          
            

          

        

        
          
          

        

      

      

        
          	
                  

                	
                   1    Definitions
                    and interpretations

                


        

      

       

      
        	
                Term

                 

              	
                Meaning

                 

              
	 	
                2 
the
                  Margin; and

                 

                3 
LIBOR
                  on the relevant date on which the Overdue Rate is calculated under
                  clause 15,
                  as determined by the Agent in accordance with the definition of
                  LIBOR in
                  this clause 1.1
                  except that in making the determination all references in that
                  definition
                  to:

                 

                · 
“Interest
                  Period” are references to a period of 30 days;

                 

                · 
“Value
                  Date” are to the relevant date on which the Overdue Rate is calculated
                  under clause 15;
                  and

                 

                ·    
                  “Funding
                  Portion” are to the relevant overdue amount.

                 

              
	
                Payment
                  Currency

                 

              	
                the
                  currency in which any payment is actually made.

                 

              
	
                Permitted
                  Encumbrance

                 

              	
                each
                  Encumbrance listed in schedule 7.

                 

              
	
                Permitted
                  Financial Accommodation

                 

              	
                any
                  financial accommodation or any Surety Obligation provided by a
                  Transaction
                  Party in respect of financial accommodation:

                 

                1 
under
                  the Transaction Documents;

                 

                2 
in
                  the ordinary course of business up to a maximum aggregate amount
                  for all
                  Transaction Parties of US$250,000;

                 

                3 
which
                  can be characterised as an Inter-Company Claim; or

                 

                4 
with
                  the Agent’s prior written consent.

                 

              
	
                Permitted
                  Financial 

                Indebtedness

                 

              	
                
                  
                    1   
any
                      liability of a Transaction Party under any agreement entered
                      into in the
                      ordinary course of business for the acquisition of any asset
                      or service
                      where payment for the asset or service is deferred for a period
                      of not
                      more than 90 days;

                  

                

                 

                
                  
                    2 
any
                      Financial Indebtedness incurred or permitted to be incurred
                      under any
                      Transaction Document;

                  

                

                 

                
                  
                    3 
any
                      Inter-Company Claims;

                  

                

                 

                
                  
                    4 
each
                      Secured Debenture;

                  

                

                 

                
                  
                    5 
any
                      Financial Indebtedness incurred or permitted to be incurred
                      under:

                  

                

                 

                
                  
                    6 
the
                      CAT Installment Sale Contract (Security Agreement) dated 27
                      February 2007
                      between MTM and Tractor & Equipment Co.;

                  

                

                 

                
                  
                    7 
the
                      Security Agreement dated 14 May 2007 between MTM and Financial
                      Federal
                      Credit Inc.; and

                  

                

                 

                
                  
                    8 
the
                      Master Lease Agreement No. MEF0570 dated 21 November 2006 between
                      AGI and
                      Marquette Equipment Finance, LLC.;

                  

                

                 

                
                  
                    9 
each
                      Series 2007-A Convertible Debenture issued by APG;
                      

                  

                

                 

                
                  
                    10 
Permitted
                      Hedging Agreements; or

                  

                

                 

                11 
any
                  other Financial Indebtedness approved by the
                  Agent.

              


      

       

      
        
          
          

        

        
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            14

          
            

          

        

        
          
          

        

      

       

    

    
       

    

    
      		
              1    Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Permitted
                Hedging Agreements

               

            	
              1 
Hedging
                Agreements entered into by APG in order to manage existing and anticipated
                risks associated with foreign exchange, currency and interest rates
                and
                not for speculative purposes where the aggregate of the out of the
                money
                exposures under those Hedging Agreements does not exceed US$500,000;
                or

               

              2 
Hedging
                Agreements entered into by APG with the consent of the Agent.

               

            
	
               

              Person

               

            	
               

              an
                individual, corporation, limited liability company, partnership,
                association, trust or unincorporated organization, or a government
                or any
                agency, division, department, or political subdivision a
                government.

               

            
	
               

              Pollutant

               

            	
               

              a
                pollutant, contaminant, dangerous, toxic or hazardous substance,
                petroleum
                or petroleum product, chemical, solid, special liquid, industrial
                or other
                waste.

               

            
	
               

              Potential
                Event of Default

               

            	
               

              any
                thing which would become an Event of Default on the giving of notice
                (whether or not notice is actually given), the expiry of time, the
                satisfaction or non-satisfaction of any condition, or any combination
                of
                the above.

               

            
	
               

              Power

               

            	
               

              any
                right, power, authority, discretion or remedy conferred on a Finance
                Party, a Receiver or an Attorney by any Transaction Document or any
                applicable law.

               

            
	
               

              Principal
                Outstanding

               

            	
               

              at
                any time, the aggregate principal amount of all outstanding Funding
                Portions at that time.

               

            
	
               

              Proceeds
                Account

               

            	
               

              the
                account established under clause 10.1(a).

               

            
	
               

              Product

               

            	
               

              the
                present and future right, title and interest of a Transaction Party
                in and
                to all metals (including gold, dore, silver, zinc and lead), minerals,
                sulphides and concentrates that are mined, extracted, produced, smelted,
                refined, won, or otherwise derived from the Project Area and the
                Project.
                

               

            
	
               

              Project

               

            	
               

              the
                project known as the Montana Tunnels Mine located near Helena, in
                Jefferson County, Montana, United States of America and the lands
                adjoining the Montana Tunnels Mine which forms part of the Project
                Area.

               

            
	
               

              Project
                Area

               

            	
               

              the
                areas the subject of the Mineral Rights described in paragraph 1
                of the
                definition of Mineral Rights.

               

            
	
               

              Project
                Assets 

            	
               

              
                all
                  the right, title and interest both present and future of any Transaction
                  Party which is attributable to the Project and includes all the
                  right,
                  title and interest both present and future of a Transaction Party
                  in, to,
                  under or derived from:

                 

                1 
the
                  Mineral Rights;

                 

                2   
                   the
                  Product;

                 

                3 
the
                  Project Area, including any title to or interest in land in the
                  Project
                  Area now or at a later time held by a Transaction
                  Party; 

              

            


    

     

    
      
        
        

      

      
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          15

        
          

        

      

      
        
        

      

    

     

    
      		
              1    Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

            


    

    
      	
               

               

               

            	
               

              
              

              4 
the
                Sales Contracts;

               

              5 
every
                contract for the use by any third party of any of the assets and
                property
                included in the Project;

               

              6 
Authorisations
                in relation to the Project;

               

              7 
the
                Project Documents and any other contract, agreement, permit, lease,
                licence, consent, easement, right of way and other rights or interests
                in
                land, which relate to the construction, operation or maintenance
                of the
                Project, or to the mining production, transportation, storage, treatment,
                processing or marketing of the Product;

               

              8 
all
                exploration and mining information, documents, maps, reports, records,
                studies and other written data, including all data stored on magnetic
                tapes, disks or diskettes or any other computer storage media, relating
                to
                geological, geochemical and geophysical work, feasibility studies
                and
                other operations conducted with respect to the Project Area;

               

              9 
all
                buildings, improvements, structures, systems, fixtures, plant, machinery,
                equipment, barges, tools and other personal property at any time
                used or
                intended for use in connection with or incidental to the exploration,
                mining, storage, transporting and processing of Product, and all
                associated facilities and infrastructure (including any treatment
                or
                processing plant); and

               

              10   
                every
                contract for the use by any third party of any of the assets described
                in
                paragraphs 1 to 9 inclusive.

               

            
	
               

              Project
                Documents

               

            	
               

              1 
all
                agreements under which a Transaction Party derives the right to conduct
                mining of or exploration for Product;

               

              2 
the
                MDOA;

               

              3 
each
                Material Agreement;

               

              4 
any
                agreement or contract described in clause 8.15(c);
                

               

              5 
any
                other document executed from time to time by any person in respect
                of the
                documents described in paragraphs 1 to 4 inclusive or which is collateral,
                supplementary or related to those documents; and

               

              6 
any
                other document that the Agent and the Borrower agree in writing to
                be a
                Project Document.

               

            
	
               

              Project
                Life Cover Ratio and
                PLCR

               

            	
               

              on
                any date, the figure calculated by the Agent in accordance with the
                formula:

               

              

               

              where:

               

              PLCR
                is
                the Project Life Cover Ratio on that date;

               

              CADS
                is
                CADS contemplated in the Cashflow Model for the period from that
                date up
                to 31 March 2009, discounted to present value at the rate which is
                the
                Funding Rate then applying, on a continuous basis with quarterly
                rests,
                and the balance of the Debt Service Reserve Account on that date;
                and

               

              PO
                is
                the Principal Outstanding on that date, taking into account any repayments
                or prepayments made on that date.

               

            


    

     

    
      
        
        

      

      
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              1    Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

            


    

    
      	
               

              Project
                Operating Account

               

            	
               

              the
                operating account maintained and administered by the Borrower in
                its
                capacity as operator of the Project and established under clause
                10.1(a).

               

            
	
               

              Project
                Plan

               

            	
               

              the
                L-PIT Life of Mine Plan dated July 2007, which describes the operating
                and
                financial budget and the operating and activities plan for the Project,
                to
                be initially provided in accordance with clause 2.1(k)
                and amended to the extent that the Agent agrees to an update provided
                under clause 8.7(c).

               

            
	
               

              Promissory
                Note

               

            	
               

              an
                instrument in the form set out in schedule 6.

               

            
	
               

              Proven
                Reserves and Probable Reserves

               

            	
               

              “Proven
                Reserves” and “Probable Reserves” have the meanings given in, and are
                construed, reported and calculated in accordance with, the United
                States
                Securities and Exchange Commission Industry Guide 7 “Description of
                Property by Issuers Engaged or to be Engaged in Significant Mining
                Operations”, as amended.

               

            
	
               

              Quarter

               

            	
               

              the
                period of 3 months preceding a Quarterly Date.

               

            
	
               

              Quarterly
                Date

               

            	
               

              each
                of 31 March, 30 June, 30 September and 31 December each year.

               

            
	
               

              Ratio

               

            	
               

              each
                of the LLCR and the PLCR and Ratios
                means
                both of them.

               

            
	
               

              Receiver

               

            	
               

              a
                receiver or receiver and manager appointed under a Security, or a
                person
                acting in an equivalent role.

               

            
	
               

              Reference
                Banks

               

            	
               

              1 
the
                principal London offices of Barclays Bank plc, JP Morgan Chase & Co.
                and National Westminster Bank plc; or

               

              2 
other
                banks as the Agent and the Borrower may agree.

               

            
	
               

              Relevant
                Currency

               

            	
               

              the
                currency in which a payment is required to be made under the Transaction
                Documents and, if not expressly stated to be another currency, is
                United
                States Dollars.

               

            
	
               

              Repayment
                Amount

               

            	
               

              for
                each Repayment Date, the amount set out in the right column of the
                Repayment Schedule.

               

            
	
               

              Repayment
                Date

               

            	
               

              each
                of the dates set out in the left column of the Repayment
                Schedule.

               

            
	
               

              Repayment
                Schedule

               

            	
               

              the
                repayment schedule set out in schedule 2.

               

            
	
               

              Revenue 

            	
               

              for
                any period, the aggregate of the following amounts actually received
                (or,
                where not received at any date of calculation, projected or estimated
                by
                the Borrower as likely to be actually received as contemplated in
                the
                Cashflow Model) during that period: 

               

            


    

     

    
      
        
        

      

      
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              1    Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

            


    

    
      	
               

               

               

               

            	
               

              1 
Sales
                Proceeds;

               

              2 
net
                amounts received under or in relation to any Hedging Agreement with
                respect to Product; and

               

              3 
any
                other money received in connection with the Project (including proceeds
                of
                sales of assets and insurance proceeds) and for any purpose
                whatsoever,

               

              but
                excluding:

               

              4 
the
                proceeds of a Funding Portion and any other financial accommodation
                (other
                than under a Financier Hedging Agreement) made available by a Finance
                Party; and

               

              5 
the
                proceeds of any insurance in respect of liabilities to third
                parties.

               

            
	
               

              Review
                Event

               

            	
               

              an
                event described in clause 11.5(a).

               

            
	
               

              RMB
                GSA

               

            	
               

              the
                general security agreement to be granted by APG in favour of the
                Finance
                Parties in respect of all of the assets of APG substantially in the
                form
                set out in schedule 9.

               

            
	
               

              RMB
                ISDA

               

            	
               

              the
                ISDA Master Agreement dated on or about the date of this agreement
                between
                the Borrower and the Financier.

               

            
	
               

              Sales
                Contracts

               

            	
               

              any
                contract, agreement or arrangement for the sale, transfer or other
                disposal of Product including the Offtake Agreements, or any contract,
                agreement or arrangement for any agency for sale, exchange, transfer
                or
                other disposal, of Product including any sale arrangements between
                Transaction Parties.

               

            
	
               

              Sales
                Proceeds

               

            	
               

              moneys
                received from the sale of Product, including moneys received under
                any
                Sales Contract.

               

            
	
               

              Same
                Day Funds

               

            	
               

              immediately
                available and freely transferable funds.

               

            
	
               

              Secured
                Debentures

               

            	
               

              the
                debentures issued under the Trust Indenture between the Canada Trust
                Company, APG and AGI dated 4 November 2004.

               

            
	
               

              Secured
                Moneys 

            	
               

              
                all
                  debts and monetary liabilities of each Transaction Party to the
                  Finance
                  Parties under or in relation to any Transaction Document and in
                  any
                  capacity, irrespective of whether the debts or liabilities:

                 

                1 
are
                  present or future;

                 

                2 
are
                  actual, prospective, contingent or otherwise;

                 

                3 
are
                  at any time ascertained or unascertained;

                 

                4 
are
                  owed or incurred by or on account of any Transaction Party alone,
                  or
                  severally or jointly with any other person;

                 

                5 
are
                  owed to or incurred for the account of any Finance Party alone,
                  or
                  severally or jointly with any other
                  person;

              

            


    

     

    
      
        
        

      

      
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              1    Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

            


    

    
      	
               

               

               

            	
               

              
              

              6 
are
                owed to any other person as agent (whether disclosed or not) for
                or on
                behalf of any Finance Party;

               

              7 
are
                owed or incurred as principal, interest, fees, charges, Taxes, damages
                (whether for breach of contract or tort or incurred on any other
                ground),
                losses, costs or expenses, or on any other account;

               

              8 
are
                owed to or incurred for the account of any Finance Party directly
                or as a
                result of:

               

              ·     
                the
                assignment or transfer to any Finance Party of any debt or liability
                of
                any Transaction Party (whether by way of assignment, transfer or
                otherwise); or

               

              ·    
                any
                other dealing with any such debt or liability;

               

              9 
are
                owed to or incurred for the account of a Finance Party before the
                date of
                this agreement or before the date of any assignment of this agreement
                to
                any Finance Party by any other person or otherwise; or

               

              10 
comprise
                any combination of the above.

               

            
	
               

              Secured
                Property

               

            	
               

              the
                property subject to a Security.

               

            
	
               

              Securities
                Laws

               

            	
               

              in
                respect of a Transaction Party, all securities, companies and corporations
                laws, together with all regulations, rules and policy statements
                under
                those laws, which are applicable to that Transaction Party.

               

            
	
               

              Security

               

            	
               

              1 
each
                of the security documents described in schedule 3; and

               

              2 
each
                Collateral Security,

               

              and
                Securities
                means
                all of them.

               

            
	
               

              Security
                Provider

               

            	
               

              a
                person who has granted a Security.

               

            
	
               

              Services
                Agreement

               

            	
               

              the
                Services Agreement entered into, or to be entered into, between AGI
                and
                the Borrower under which AGI agrees to provide the Borrower with
                personnel
                and administrative support required in order for the Project to operate
                at, or substantially at, the levels of production projected in the
                Cashflow Model and the Project Plan. 

               

            
	
               

              Statutory
                Rights

               

            	
               

              reservations
                made in any patents pertaining to the Mineral Rights and, with respect
                to
                unpatented mining claims, the paramount title of the United States
                of
                America and the right of the federal government to allow third parties
                to
                use the surface of the claims.

               

            
	
               

              Subsidiary

               

            	
               

              a
                Person over which another Person has Control.

               

            
	
               

              Surety
                Obligation 

            	
               

              any
                guarantee, suretyship, letter of credit, letter of comfort or any
                other
                obligation:

               

              1 
to
                provide funds (whether by the advance or payment of money, the purchase
                of
                or subscription for shares or other securities, the purchase of assets
                or
                services, or otherwise) for the payment or discharge
                of; 

            


    

     

    
      
        
        

      

      
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              1    Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

            


    

    
      	
               

               

               

            	
               

              2 
to
                indemnify any person against the consequences of default in the payment
                of; or

               

              3 
to
                be responsible for,

               

              any
                debt or monetary liability of another person or the assumption of
                any
                responsibility or obligation in respect of the insolvency or the
                financial
                condition of any other person.

               

            
	
               

              Tax

               

            	
               

              1 
any
                tax, levy, charge, impost, duty, fee, deduction, compulsory loan
                or
                withholding including goods and services tax; or

               

              2 
any
                income, stamp or transaction duty, tax or charge,

               

              which
                is assessed, levied, imposed or collected by any Government Agency
                and
                includes any interest, fine, penalty, charge, fee or other amount
                imposed
                on or in respect of any of the above.

               

            
	
               

              Teck
                Cominco

               

            	
               

              Teck
                Cominco Metals Limited, a British Columbia corporation with offices
                at 25
                Aldridge Avenue, Trail, British Columbia, Canada.

               

            
	
               

              Termination
                Event

               

            	
               

              in
                relation to a Financier Hedging Agreement, has the meaning given
                to that
                term in that Financier Hedging Agreement.

               

            
	
               

              Transaction
                Accounts

               

            	
               

              1 
the
                Project Operating Account; and

               

              2 
the
                Proceeds Account.

               

            
	
               

              Transaction
                Document

               

            	
               

              1 
this
                agreement;

               

              2 
each
                Security;

               

              3 
the
                guaranty dated on or about the date of this agreement granted by
                APG and
                AGI in favour of the Finance Parties;

               

              4 
the
                MDOA Side Agreement;

               

              5 
each
                Financier Hedging Agreement;

               

              6 
the
                deposit account control agreement between the Finance Parties, the
                Borrower and the Borrower’s bank in relation to the Transaction
                Accounts;

               

              7 
any
                document or agreement entered into or given under any of the above;
                and

               

              8 
any
                other document that the Agent and the Borrower agree in writing to
                be a
                Transaction Document.

               

            
	
               

              Transaction
                Party

               

            	
               

              1 
the
                Borrower;

               

              2 
each
                Guarantor; and 

               

              3 
any
                other person that the Borrower and the Agent agree is a Transaction
                Party.

               

            
	
               

              Undrawn
                Commitment

               

            	
               

              at
                any time, the Commitment less the Principal Outstanding at that
                time.

               

            


    

     

    
      
        
        

      

      
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              1    Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

            


    

    
      	
               

              US$
                and
                United
                States Dollars

               

            	
               

              the
                lawful currency of the United States of America.

               

            
	
               

              Value
                Date

               

            	
               

              the
                date 2 LIBOR Business Days before the first day of an Interest
                Period.

               

            


    

     

    
      	1.2	
              Interpretations

            


    

     

    In
      this
      agreement headings and bold type are for convenience only and do not affect
      the
      interpretation of this agreement and, unless the context requires
      otherwise:

     

    
      	(a)	
              words
                indicating the singular include the plural and vice
                versa;

            


    

     

    
      	(b)	
              words
                indicating a gender include any
                gender;

            


    

     

    
      	(c)	
              other
                parts of speech and grammatical forms of a word or phrase defined
                in this
                agreement have a corresponding
                meaning;

            


    

     

    
      	(d)	
              an
                expression suggesting or referring to a natural person or an entity
                includes any company, partnership, joint venture, association, corporation
                or other body corporate and any Government
                Agency;

            


    

     

    
      	(e)	
              a
                reference to any thing (including any right) includes a part of that
                thing
                but nothing in this clause 1.2(e)
                implies that performance of part of an obligation constitutes performance
                of the obligation;

            


    

     

    
      	(f)	
              a
                reference to a clause, party, annexure, exhibit or schedule is a
                reference
                to a clause of, and a party, annexure, exhibit and schedule to, this
                agreement and a reference to this agreement includes any annexure,
                exhibit
                and schedule;

            


    

     

    
      	(g)	
              a
                reference to a statute, regulation, proclamation, ordinance or by-law
                includes all statutes, regulations, proclamations, ordinances or
                by-laws
                amending, consolidating or replacing it, whether passed by the same
                or
                another Government Agency with legal power to do so, and a reference
                to a
                statute includes all regulations, proclamations, ordinances and by-laws
                issued under that statute;

            


    

     

    
      	(h)	
              a
                reference to a document includes all amendments or supplements to,
                or
                replacements or novations of, that
                document;

            


    

     

    
      	(i)	
              a
                reference to liquidation includes official management, appointment
                of an
                administrator, compromise, arrangement, merger, amalgamation,
                reconstruction, winding up, dissolution, deregistration, assignment
                for
                the benefit of creditors, scheme, composition or arrangement with
                creditors, insolvency, bankruptcy, or a similar procedure or, where
                applicable, changes in the constitution of any partnership or person,
                or
                death;

            


    

     

    
      	(j)	
              a
                reference to a party to any document includes that party’s successors and
                permitted assigns;

            


    

     

    
      	(k)	
              a
                reference to an agreement other than this agreement includes an
                undertaking, agreement or legally enforceable arrangement or understanding
                whether or not in writing;

            


    

     

    
      	(l)	
              a
                reference to an asset includes all property of any nature, including
                a
                business, and all rights, revenues and
                benefits;

            


    

     

    
      	(m)	
              a
                reference to a document includes any agreement in writing, or any
                certificate, notice, agreement, instrument or other document of any
                kind;

            


    

     

    
      
        
        

      

      
        page
          21

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              2    Conditions
                precedent

            


    

     

    
      	(n)	
              no
                provision of this agreement may be construed adversely to a party
                solely
                on the ground that the party was responsible for the preparation
                of this
                agreement or that provision;

            


    

     

    
      	(o)	
              a
                reference to a body, other than a party to this agreement (including
                an
                institute, association or authority), whether statutory or
                not:

            


    

     

    
      	 	
              (1)

            	
              which
                ceases to exist; or

            


    

     

    
      	 	
              (2)

            	
              whose
                powers or functions are transferred to another
                body,

            


    

     

    is
      a
      reference to the body which replaces it or which substantially succeeds to
      its
      powers or functions; and

     

    
      	(p)	
              references
                to time and dates are references to time and dates in Denver,
                Colorado.

            


    

     

    
      	1.3	
              Inclusive
                expressions

            


    

     

    Specifying
      anything in this agreement after the words “include” or “for example” or similar
      expressions does not limit what else is included unless there is express wording
      to the contrary.

     

    
      	1.4	
              Business
                Day

            


    

     

    Except
      where clause 6.2
      applies,
      where the day on or by which any thing is to be done is not a Business Day,
      that
      thing must be done on or by the preceding Business Day.

     

    
      	1.5	
              Accounting
                Standards

            


    

     

    Any
      accounting practice or concept relevant to this agreement is to be construed
      or
      determined in accordance with the Accounting Standards.

     

    
      	2	
              Conditions
                precedent

            


    

    
      
        

      

    

     

    
      	2.1	
              Conditions
                precedent to initial Funding
                Portion

            


    

     

    The
      Financier is not obliged to provide the Commitment or the first Funding Portion
      until the Agent has received all of the following in form and of substance
      satisfactory to the Agent:

     

    
      	(a)	
              officer’s
                certificate:
                an officer’s certificate in the form of schedule 4 given in respect
                of each Transaction Party and dated no more than 5 Business Days
                before the first Funding Date;

            


    

     

    
      	(b)	
              Transaction
                Documents:
                originals of each Transaction Document (other than the RMB GSA) duly
                executed by all parties to them other than the Finance Parties and,
                where
                applicable:

            


    

     

    
      	 	
              (1)

            	
              with
                evidence satisfactory to the Agent that all Taxes applicable to the
                Transaction Documents have been or will be duly paid;
                and

            


    

     

    
      	 	
              (2)

            	
              in
                registrable form together with all executed documents necessary to
                register them;

            


    

     

    
      	(c)	
              Project
                Documents:
                copies of each Project Document, including a copy of the Services
                Agreement, duly executed by all parties to
                them;

            


    

     

    
      
        	(d)	
                Hedging:
                  evidence that:

              


      

    

     

    
      	 	
              (1)

            	
              the
                Metals Price Protection Program has been implemented;
                and

            


    

     

    
      	 	
              (2)

            	
              each
                Transaction Party has complied with clause 8.26;

            


    

     

    
      
        
        

      

      
        page
          22

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              2    Conditions
                precedent

            


    

     

    
      	(e)	
              Corporate
                Budget:
                a
                copy of the Corporate Budget initialled by the Borrower and the Agent
                for
                identification purposes;

            


    

     

    
      	(f)	
              Financial
                Reports:
                a
                copy of:

            


    

     

    
      	 	
              (1)

            	
              the
                audited consolidated Financial Report of APG for the financial year
                ending
                31 December 2006; and

            


    

     

    
      	 	
              (2)

            	
              the
                unaudited quarterly Financial Reports of APG, and the Borrower for
                the
                Quarter ending 30 June 2007;

            


    

     

    
      	(g)	
              Cashflow
                Model:
                a
                copy of the Cashflow Model initialled by the Borrower and the Agent
                for
                identification purposes;

            


    

     

    
      	(h)	
              Key
                Mineral Rights:
                evidence that the Borrower is the legal holder of the Key Mineral
                Rights
                and that the Key Mineral Rights are valid and in good standing and
                give
                the Borrower all rights required to enable the Borrower to conduct
                the
                Project in accordance with the Cashflow
                Model;

            


    

     

    
      	(i)	
              good
                title:
                evidence that the Borrower has good title to the Project Assets and
                its
                other Secured Property;

            


    

     

    
      	(j)	
              opinions:

            


    

     

    
      	 	
              (1)

            	
              an
                opinion from Davis Graham & Stubbs LLP in respect of the
                enforceability of the Transaction Documents (other than the General
                Security Agreement) and the due execution of the Transaction Documents
                by
                AGI and the Borrower;
                and

            


    

     

    
      	 	
              (2)

            	
              an
                opinion from Fogler, Rubinoff LLP in respect of due execution of
                the
                Transaction Documents by APG;

            


    

     

    
      	(k)	
              Project
                Plan:
                a
                copy of the Project Plan initialled by the Borrower and the Agent
                for
                identification purposes;

            


    

     

    
      	(l)	
              Project
                Authorisations:
                evidence that all Authorisations have been obtained in connection
                with the
                development, construction and operation of the Project, including
                all
                Environmental Approvals;

            


    

     

    
      	(m)	
              Environmental
                Bonding:
                evidence that the Borrower has complied with all its obligations
                in
                respect of the Environmental Bonding and that the Environmental Bonding
                arrangements are the only environmental bonds required to be taken
                out in
                accordance with the requirements of any Environmental Law relating
                to the
                Project or Project Area;

            


    

     

    
      
        	(n)	
                Authorisations:
                  evidence that all Authorisations have been obtained in connection
                  with the
                  transactions contemplated by the
                  Documents;

              


      

    

     

    
      	(o)	
              insurance:
                evidence that the Borrower has complied with clause 8.24;

            


    

     

    
      	(p)	
              Initial
                Transaction Costs:
                evidence that the Initial Transaction Costs have been or will be
                paid in
                full at the time that the initial Funding Portion is
                provided;

            


    

     

    
      	(q)	
              Transaction
                Accounts:
                evidence that the Transaction Accounts have been
                established;

            


    

     

    
      	(r)	
              enquiries:
                results of searches, enquiries and requisitions in respect of each
                Transaction Party and the Project Assets and other Secured
                Property;

            


    

     

    
      	(s)	
              due
                diligence:
                evidence of the completion of any technical, legal and commercial
                due
                diligence investigations with respect to the Borrower and the Project
                Assets and other Secured Property, including detailed mining plans,
                layouts, plant flow sheets and reserve and resource
                estimations;

            


    

     

    
      	(t)	
              other
                approvals:
                evidence that all other approvals necessary for the transactions
                contemplated by the Transaction Documents have been obtained;
                and

            


    

     

    
      	(u)	
              other
                matters:
                any other certificates, Authorisations, documents, matters or things
                which
                the Agent or the Financier reasonably requires.

            


    

     

    
      
        
        

      

      
        page
          23

        
          

        

      

      
        
        

      

    

    
       

    

    
      		
              3     Commitment,
                purpose and availability of
                Facility

            


    

     

    
      	2.2	
              Conditions
                precedent to all Funding
                Portions

            


    

     

    The
      Financier is not obliged to provide a Funding Portion until the following
      conditions are fulfilled to the satisfaction of the Agent:

     

    
      	(a)	
              Funding
                Notice:
                the Borrower has delivered a Funding Notice to the Agent requesting
                the
                Funding Portion;

            


    

     

    
      	(b)	
              Funding
                Date:
                the Funding Date for the Funding Portion is a Business Day within
                the
                Availability Period;

            


    

     

    
      	(c)	
              Commitment:
                the Commitment of that Financier will not be exceeded by providing
                the
                Funding Portion;

            


    

     

    
      	(d)	
              no
                Default:
                no Default has occurred which is continuing and no Default will result
                from the Funding Portion being
                provided;

            


    

     

    
      	(e)	
              no
                Material Adverse Effect:
                since the end of the accounting period for the Financial Reports
                most
                recently provided under clause 8.7(a)
                or
                2.1(f),
                no event has occurred which has had, or is reasonably likely to have,
                a
                Material Adverse Effect and no event has occurred which will prevent
                the
                Borrower from developing, constructing or operating the Project in
                accordance with the Project Plan and the Cashflow
                Model;

            


    

     

    
      	(f)	
              representations
                and warranties:
                evidence that the representations and warranties set out in clauses
                7.1
                and 7.2
                are true and correct;

            


    

     

    
      	(g)	
              Ratios:
                the Cashflow Model provided under clause 2.1(g)
                shows that the values of the Ratios are projected to be equal to,
                or
                higher than, the values for the Ratios set out in clause 8.25(a)
                for the period up to the Final Repayment Date;
                and

            


    

     

    
      
        	(h)	
                Promissory
                  Note:
                  the Borrower has delivered a Promissory Note to the Financier in
                  the
                  amount of the Funding
                  Portion.

              


      

    

     

    
      	2.3	
              Certified
                copies

            


    

     

    An
      Officer of the relevant Transaction Party must certify a copy of a document
      given to a Finance Party under clauses 2.1
      or
2.2
      to be a
      true copy of the original document. The certification must be made no more
      than
      5 Business Days before the date on which it is provided.

     

    
      
        	2.4	
                Benefit
                  of conditions
                  precedent

              


      

    

     

    A
      condition in this clause 2
      is for
      the benefit only of the Finance Parties and only the Agent acting on the
      instructions of the Financier may waive it.

     

    
      	3	
              Commitment,
                purpose and availability of
                Facility

            


    

    
      
        

      

    

     

    
      	3.1	
              Provision
                of Commitment

            


    

     

    The
      Financier must make the Commitment available to the Borrower on the terms of
      this agreement.

     

    
      	3.2	
              Purpose

            


    

     

    The
      Borrower must use the net proceeds of each Funding Portion under the Facility
      only for:

     

    
      	(a)	
              firstly,
                Distributions to AGI for the purpose of repayment in full of the
                Secured
                Debentures; and

            


    

     

    
      
        
        

      

      
        page
          24

        
          

        

      

      
        
        

      

    

     

    
      		
              3     Commitment,
                purpose and availability of
                Facility

            


    

     

    
      	(b)	
              secondly,
                once the Secured Debentures have been repaid in full or the Financial
                Indebtedness arising under those debentures has been converted in
                full to
                ordinary shares in APG:

            


    

     

    
      	 	
              (1)

            	
              the
                general working capital purposes of the
                Borrower;

            


    

     

    
      	 	
              (2)

            	
              the
                making of Distributions by the Borrower;
                and

            


    

     

    
      	 	
              (3)

            	
              any
                other purpose that the Agent approves in
                writing.

            


    

     

    
      	3.3	
              Cancellation
                of Commitment during Availability
                Period

            


    

     

    
      	(a)	
              The
                Borrower may cancel any portion of the Undrawn Commitment by giving
                the
                Agent at least 10
                days’ notice.

            


    

     

    
      	(b)	
              A
                partial cancellation of the Undrawn Commitment may only be made in
                an
                integral multiple of US$500,000.

            


    

     

    
      	(c)	
              A
                notice given under clause 3.3(a)
                is
                irrevocable.

            


    

     

    
      	3.4	
              Cancellation
                at end of Availability
                Period

            


    

     

    On
      the
      last day of the Availability Period, the Commitment is cancelled to the extent
      of the Undrawn Commitment.

     

    
      	3.5	
              Voluntary
                prepayment

            


    

     

    
      	(a)	
              The
                Borrower may prepay any of the Principal Outstanding by giving the
                Agent
                at least 10 days’
                prior notice specifying
                the prepayment date and the amount to be
                prepaid.

            


    

     

    
      	(b)	
              Prepayment
                of part of the Principal Outstanding may only be made in an integral
                multiple of US$500,000.

            


    

     

    
      	(c)	
              The
                Borrower must prepay the Principal Outstanding specified in the prepayment
                notice on the prepayment date specified in the notice together with
                all
                unpaid interest accrued to the prepayment date in respect of the
                prepaid
                amount.

            


    

     

    
      	(d)	
              The
                Commitment is reduced by any amount of Principal Outstanding prepaid
                under
                this clause 3.5
                and accordingly a prepaid amount may not be
                redrawn.

            


    

     

    
      	(e)	
              A
                notice given under clause 3.5(a)
                is
                irrevocable.

            


    

     

    
      	3.6	
              Mandatory
                prepayment

            


    

     

    
      	(a)	
              On
                each Repayment Date, the Borrower must as a mandatory prepayment
                of the
                Principal Outstanding pay the lesser
                of:

            


    

     

    
      	 	
              (1)

            	
              20%
                of all Excess Cashflow for the preceding Quarter;
                and

            


    

     

    
      	 	
              (2)

            	
              the
                amount remaining in the Proceeds Account on the relevant Repayment
                Date
                after payment to the Financier of the Repayment Amount due on that
                Repayment Date and interest, less US$1,000,000.


            


    

     

    Clause
      3.7(b)
      will
      apply to each mandatory prepayment.

     

    
      	(b)	
              The
                Commitment is reduced by any amount of Principal Outstanding prepaid
                under
                this clause 3.6
                and accordingly a prepaid amount may not be
                redrawn.

            


    

     

    
      	3.7	
              Cancellations
                and prepayments in inverse
                order

            


    

     

    
      	(a)	
              If
                there is a cancellation of the Undrawn Commitment under clause
                3.3
                the Repayment Amounts up to the amount of the cancellation are to
                be
                cancelled in inverse order of
                maturity.

            


    

     

    
      
        
        

      

      
        page
          25

        
          

        

      

      
        
        

      

    

     

    
      		
              4    Funding
                and rate setting procedures

            


    

     

    
      	(b)	
              A
                prepayment under clause 3.5
                or
                3.6
                is
                to be applied to instalments of the Principal Outstanding in inverse
                order
                of maturity.

            


    

     

    
      	4	
              Funding
                and rate setting procedures

            


    

    
      

    

     

    
      	4.1	
              Delivery
                of Funding Notice

            


    

     

    
      	(a)	
              If
                the Borrower requires the provision of a Funding Portion it must
                deliver
                to the Agent a Funding Notice and a Promissory Note for that Funding
                Portion.

            


    

     

    
      	(b)	
              The
                Agent must notify the Financier of the contents of each Funding Notice
                as
                soon as reasonably practicable and in any event within 1 Business Day
                after the Agent receives the Funding
                Notice.

            


    

     

    
      	4.2	
              Requirements
                for a Funding Notice

            


    

     

    A
      Funding
      Notice to be effective must be:

     

    
      	(a)	
              in
                writing in the form of, and specifying the matters required in,
                schedule 5; and

            


    

     

    
      
        	(b)	
                received
                  by the Agent before 11.00 am on a Business Day at least 4 Business
                  Days before the proposed Funding Date (or any shorter period that
                  the
                  Agent agrees in writing).

              


      

    

     

    
      	4.3	
              Irrevocability
                of Funding Notice

            


    

     

    The
      Borrower is irrevocably committed to draw Funding Portions from the Financier
      in
      accordance with each Funding Notice given to the Agent.

     

    
      	4.4	
              Amount
                of Funding Portions

            


    

     

    The
      Borrower must ensure that the amount of each Funding Portion is
      either:

     

    
      	(a)	
              US$1,000,000
                or an integral multiple of US$1,000,000;
                or

            


    

     

    
      	(b)	
              equal
                to the Undrawn Commitment.

            


    

     

    
      	4.5	
              Selection
                of Interest Periods

            


    

     

    
      	(a)	
              Each
                Interest Period must be of 30, 60 or 90
                days or any other period that the Agent agrees with the
                Borrower.

            


    

     

    
      	(b)	
              If
                an Interest Period ends on a day which is not a Business Day, it
                is
                regarded as ending on the next Business Day in the same calendar
                month or,
                if none, the preceding Business
                Day.

            


    

     

    
      	(c)	
              An
                Interest Period for a Funding Portion commences either on the first
                Funding Date for that Funding Portion or on the last day of the
                immediately preceding Interest Period for that Funding
                Portion.

            


    

     

    
      	(d)	
              Each
                Interest Period which commences prior to a Quarterly Date and would
                otherwise end after that Quarterly Date, ends on that Quarterly
                Date.

            


    

     

    
      	(e)	
              No
                Interest Period may end after the Final Repayment
                Date.

            


    

     

    
      
        
        

      

      
        page
          26

        
          

        

      

      
        
        

      

    

     

    
      		
              5    Facility

            


    

     

    
      	4.6	
              Determination
                of Funding Rate

            


    

     

    
      	(a)	
              The
                Agent must notify the Financier and the Borrower of the Funding Rate
                for
                an Interest Period as soon as reasonably practicable, and in any
                event
                within 2 Business Days, after it has made its determination of
                LIBOR.

            


    

     

    
      	(b)	
              In
                the absence of manifest error, each determination of LIBOR by the
                Agent is
                conclusive evidence of that rate against the
                Borrower.

            


    

     

    
      	5	
              Facility

            


    

    
      
        

      

       

    

    
      	5.1	
              Provision
                of Funding Portions

            


    

     

    If
      the
      Borrower gives a Funding Notice the Financier must pay into the Proceeds Account
      the specified Funding Portion in Same Day Funds in United States Dollars on
      the
      specified Funding Date and in accordance with that Funding Notice.

     

    
      	5.2	
              Repayment

            


    

     

    
      	(a)	
              The
                Borrower must repay the Principal Outstanding by paying on each Repayment
                Date the lesser of:

            


    

     

    
      	 	
              (1)

            	
              the
                Repayment Amount payable on that date as set out in the Repayment
                Schedule; and

            


    

     

    
      	 	
              (2)

            	
              the
                Principal Outstanding.

            


    

     

    
      	(b)	
              The
                Commitment is reduced on each Repayment Date by the amount paid in
                accordance with clause 5.2(a).

            


    

     

    
      	5.3	
              Repayment
                of other Secured Moneys

            


    

     

    
      	(a)	
              The
                Borrower must repay the balance of the Secured Moneys in full on
                the dates
                provided in the Transaction Documents, and all unpaid Secured Moneys
                must
                in all events be paid on or before the Final Repayment Date or on
                any
                other date which the Principal Outstanding is or is required to be
                repaid
                in full.

            


    

     

    
      
        	(b)	
                This
                  clause does not apply to Secured Money which is required to be
                  paid under
                  the terms of a Financier Hedging Agreement, payment of which will
                  be
                  determined in accordance with the terms of the relevant Financier
                  Hedging
                  Agreement.

              


      

    

     

    
      	5.4	
              Interest

            


    

     

    
      	(a)	
              The
                Borrower must pay interest on the principal amount of each Funding
                Portion
                for each Interest Period at the Funding Rate for the Interest
                Period.

            


    

     

    
      	(b)	
              The
                Borrower must pay accrued interest in arrears to the Agent on account
                of
                the Financier on each Interest Payment
                Date.

            


    

     

    
      	5.5	
              Calculation
                of per annum interest rate

            


    

     

    
      	(a)	
              Interest
                is calculated on daily balances on the basis of a 360 day year and
                for the actual number of days elapsed from and including the first
                day of
                each Interest Period to, but excluding, the last day of the Interest
                Period or, if earlier, the date of prepayment or repayment of the
                Funding
                Portion under this agreement.

            


    

     

    
      
        
        

      

      
        page
          27

        
          

        

      

      
        
        

      

    

     

    
      		
              6    Payments

            


    

     

    
      	(b)	
              Despite
                anything contained in any Transaction Document, all of the Transaction
                Documents are limited so that in no event will the total liability
                for
                payments in the nature of interest, additional interest and other
                charges
                exceed the applicable limits imposed by any applicable usury laws.
                If any
                payments in the nature of interest, additional interest and other
                charges
                made under any Transaction Document are held to be in excess of the
                limits
                imposed by any applicable usury laws, it is agreed that any amount
                held to
                be in excess will be considered payment of principal under this agreement,
                and the indebtedness evidenced under this agreement will be reduced
                by the
                amount so that the total liability for payments in the nature of
                interest,
                additional interest and other charges will not exceed the applicable
                limits imposed by that applicable usury law, in compliance with the
                wishes
                of the Borrower, the Guarantors, the Financier and the Agent. This
                provision will never be superseded or waived, and will control every
                other
                provision of the Transaction Documents and all agreements between
                the
                Transaction Parties and the Finance Parties, and their successors
                and
                assigns.

            


    

     

    
      	6	
              Payments

            


    

    
      
        

      

       

    

    
      	6.1	
              Manner
                of payment

            


    

     

    All
      payments by a Transaction Party under the Transaction Documents must be
      made:

     

    
      	(a)	
              in
                Same Day Funds;

            


    

     

    
      	(b)	
              in
                United States Dollars; and

            


    

     

    
      
        	(c)	
                no
                  later than 11.00 am at the local time of the place where the account
                  specified by the Agent is located, on the due
                  date,

              


      

    

     

    to
      the
      Agent’s account as specified by the Agent to the Borrower or in any other manner
      the Agent directs from time to time. The Agent’s directions under this clause
6.1
      may
      require payments to be made in a manner that ensure they are received by the
      Financier on the Repayment Date. Any account designated by the Agent under
      this
      clause 6.1
      must be
      maintained with a financial institution in the United States of
      America.

     

    
      	6.2	
              Payments
                on a Business Day

            


    

     

    If
      a
      payment is due on a day which is not a Business Day, the due date for that
      payment is the next Business Day in the same calendar month or, if none, the
      preceding Business Day, and interest must be adjusted accordingly.

     

    
      	6.3	
              Payments
                in gross

            


    

     

    All
      payments which a Transaction Party is required to make under any Transaction
      Document must be without:

     

    
      	(a)	
              any
                set-off, counterclaim or condition;
                or

            


    

     

    
      	(b)	
              any
                deduction or withholding for any Tax or any other reason unless the
                Transaction Party is required to make a deduction or withholding
                by
                applicable law.

            


    

     

    
      	6.4	
              Additional
                payments

            


    

     

    If:

     

    
      	(a)	
              any
                Transaction Party is required to make a deduction or withholding
                in
                respect of Tax (other than Excluded Tax) from any payment to be made
                to a
                Finance Party under any Transaction Document;
                or

            


    

     

    
      	(b)	
              a
                Finance Party is required to pay any Tax (other than Excluded Tax)
                in
                respect of any payment it receives from a Transaction Party or the
                Agent
                under any Transaction Document,

            


    

     

    
      
        
        

      

      
        page
          28

        
          

        

      

      
        
        

      

    

     

    
      		
              6    Payments

            


    

     

    the
      Transaction Party:

     

    
      	(c)	
              indemnifies
                each Finance Party against that Tax;
                and

            


    

     

    
      	(d)	
              must
                pay to each Finance Party an additional amount which the Agent determines
                to be necessary to ensure that each Finance Party receives when due
                a net
                amount (after payment of any Tax in respect of each additional amount)
                that is equal to the full amount it would have received if a deduction
                or
                withholding or payment of Tax had not been
                made.

            


    

     

    
      	6.5	
              Taxation
                deduction procedures

            


    

     

    If
      clause 6.4(a)
      applies:

     

    
      	(a)	
              the
                Transaction Party must pay the amount deducted or withheld to the
                appropriate Government Agency as required by law;
                and

            


    

     

    
      	(b)	
              the
                Transaction Party must:

            


    

     

    
      	 	
              (1)

            	
              use
                reasonable endeavours to obtain a payment receipt from the Government
                Agency (and any other documentation ordinarily provided by the Government
                Agency in connection with the payment);
                and

            


    

     

    
      	 	
              (2)

            	
              within
                2 Business Days after receipt of the documents referred to in
                clause 6.5(b)(1),
                deliver copies of them to the
                Agent.

            


    

     

    
      	6.6	
              Tax
                Credit

            


    

     

    If
      a
      Transaction Party makes an additional payment under clause 6.4
      for the
      benefit of a Finance Party, and the Finance Party determines that: 

     

    
      	(a)	
              a
                credit against, relief or remission for, or repayment of any Tax
                (Tax
                Credit)
                is attributable to that additional payment; and


            


    

     

    
      	(b)	
              the
                Finance Party has obtained, utilised and retained that Tax Credit,
                

            


    

     

    then
      the
      Finance Party must pay an amount to the Transaction Party which the Finance
      Party determines will leave it (after that payment) in the same after Tax
      position as it would have been in had the additional payment not been made
      by
      the Transaction Party.

     

    
      	6.7	
              Tax
                affairs

            


    

     

    Nothing
      in clause 6.6:

     

    
      	(a)	
              interferes
                with the right of any Finance Party to arrange its tax affairs in
                any
                manner it thinks fit;

            


    

     

    
      	(b)	
              obliges
                any Finance Party to investigate the availability of, or claim, any
                Tax
                Credit; or

            


    

     

    
      
        	(c)	
                obliges
                  any Finance Party to disclose any information relating to its tax
                  affairs
                  or any tax computations.

              


      

    

     

    
      	6.8	
              Amounts
                payable on demand

            


    

     

    If
      any
      amount payable by a Transaction Party under any Transaction Document is not
      expressed to be payable on a specified date, that amount is payable by the
      Transaction Party on demand by the Agent.

     

    
      	6.9	
              Appropriation
                of payments

            


    

     

    
      	(a)	
              Except
                where clause 6.9(b)
                applies, all payments made by a Transaction Party under a Transaction
                Document may be appropriated as between principal, interest and other
                amounts as the Agent determines or, failing any determination, in
                the
                following order:

            


    

     

    
      
        
        

      

      
        page
          29

        
          

        

      

      
        
        

      

    

     

    
      		
              7    Representations
                and warranties

            


    

     

    
      	 	
              (1)

            	
              first,
                towards reimbursement of all fees, costs, expenses, charges, damages
                and
                indemnity payments due and payable by the Transaction Parties under
                the
                Transaction Documents;

            


    

     

    
      	 	
              (2)

            	
              second,
                towards payment of interest due and payable under the Transaction
                Documents; and

            


    

     

    
      	 	
              (3)

            	
              third,
                towards repayment or prepayment of the Principal
                Outstanding.

            


    

     

    
      	(b)	
              Any
                money recovered by a Finance Party as a result of the exercise of
                a Power
                under a Security must be appropriated in the manner provided in that
                Security.

            


    

     

    
      	(c)	
              Any
                appropriation under clauses 6.9(a)
                or
                6.9(b)(b)
                overrides any appropriation made by a Transaction
                Party.

            


    

     

    
      	6.10	
              Currency
                exchanges

            


    

     

    If
      the
      Agent receives an amount under a Transaction Document in a currency which is
      not
      in the Relevant Currency, the Agent: 

     

    
      	(a)	
              may
                convert the amount received into the Relevant Currency in accordance
                with
                its normal procedures; and 

            


    

     

    
      	(b)	
              is
                only regarded as having received the amount that it has converted
                into the
                Relevant Currency.

            


    

     

    
      	7	
              Representations
                and warranties

            


    

    
      
        

      

    

     

    
      	7.1	
              General
                representations and
                warranties

            


    

     

    Each
      Transaction Party represents and warrants to and for the benefit of each Finance
      Party that:

     

    
      	(a)	
              registration:
                

            


    

     

    
      	 	
              (1)

            	
              the
                Borrower and AGI are duly incorporated and validly existing under
                the laws
                of the State of Delaware, United States of America and the Borrower
                is
                duly qualified to do business, and is in good standing, in the State
                of
                Montana, United States of America;
                and

            


    

     

    
      	 	
              (2)

            	
              APG
                is registered (or taken to be registered) and validly existing under
                the
                laws of the Yukon Territory,
                Canada,

            


    

     

    and
      each
      of the Transaction Parties has done everything necessary to keep its corporate
      existence in good standing;

     

    
      	(b)	
              corporate
                power:
                it has the corporate power to own its assets and to carry on its
                business
                as it is now being conducted;

            


    

     

    
      	(c)	
              authority:
                it has power and corporate authority to enter into and perform its
                obligations under the Documents to which it is expressed to be a
                party;

            


    

     

    
      	(d)	
              authorisations:
                it has taken all necessary corporate action to authorise the execution,
                delivery and performance of the Documents to which it is a
                party;

            


    

     

    
      	(e)	
              binding
                obligations:
                the Documents to which it is a party constitute its legal, valid
                and
                binding obligations and, subject to any necessary stamping and
                registration, are enforceable in accordance with their terms subject
                to
                laws generally affecting creditors’ rights and to principles of
                equity;

            


    

     

    
      	(f)	
              valid
                Encumbrances:

            


    

     

    
      	 	
              (1)

            	
              on
                execution and delivery of a Security, that Security will be effective
                to
                create in favour of the Finance Parties legal, valid and enforceable
                Encumbrances on, and security interests in, all right, title and
                interests
                of the relevant Transaction Party (as the case may be) in and to
                the
                property the subject of that Security and the proceeds of that property;
                and

            


    

     

    
      
        
        

      

      
        page
          30

        
          

        

      

      
        
        

      

    

     

    
      		
              7    Representations
                and warranties

            


    

     

    
      	 	
              (2)

            	
              in
                respect of a Security where the security interest may be perfected
                only by
                possession or control of the property the subject of that Security
                (which
                possession or control must be given to the Agent by the relevant
                Transaction Party (as the case may be) to the extent that it is required),
                after all appropriate filings or recordings are made in the appropriate
                offices as may be required under applicable law, and, after the Agent
                takes possession or control of the property the subject of that Security,
                that Security will constitute a fully perfected Encumbrance on, and
                first
                priority security interests in, all right, title and interest of
                that
                Transaction Party in the property the subject of that Security and
                the
                proceeds of that property, in each case subject to no Encumbrances
                other
                than Permitted Encumbrances;

            


    

     

    
      	(g)	
              transaction
                permitted:
                the execution, delivery and performance by it of the Documents to
                which it
                is a party will not breach, or result in a contravention
                of:

            


    

     

    
      	 	
              (1)

            	
              any
                law, regulation or Authorisation;

            


    

     

    
      	 	
              (2)

            	
              its
                memorandum and articles of association, articles of incorporation,
                articles of organization, by-laws, constitution, operating agreement,
                or
                other constituent or constating documents, as applicable;
                or

            


    

     

    
      	 	
              (3)

            	
              any
                Encumbrance or agreement which is binding on
                it,

            


    

     

    and
      will
      not result in:

     

    
      	 	
              (4)

            	
              the
                creation or imposition of any Encumbrance on any of its assets other
                than
                as permitted under a Transaction Document;
                or

            


    

     

    
      	 	
              (5)

            	
              the
                acceleration of the date for payment of any obligation under any
                agreement
                which is binding on it;

            


    

     

    
      	(h)	
              no
                default or breach:
                it is not:

            


    

     

    
      	 	
              (1)

            	
              in
                breach in a material respect of any law or
                Authorisation;

            


    

     

    
      	 	
              (2)

            	
              in
                breach under any Document, agreement or other document binding on
                it which
                breach has, or is reasonably likely to have, a Material Adverse Effect;
                and

            


    

     

    
      	 	
              (3)

            	
              in
                default in the payment of a material sum, or in compliance with a
                material
                obligation in respect of Financial
                Indebtedness;

            


    

     

    
      	(i)	
              no
                litigation:
                except for the Clements Litigation, no litigation, arbitration, dispute
                or
                administrative proceeding has been commenced, is pending or to its
                knowledge is threatened, which if adversely determined would have
                a
                Material Adverse Effect;

            


    

     

    
      	(j)	
              financial
                information:
                the most recent Financial Reports or accounts which APG and the Borrower
                have provided to the Agent under clauses 2.1(f)
                and 8.6:

            


    

     

    
      	 	
              (1)

            	
              give
                a true and fair view of the financial condition and state of affairs
                of
                APG and its
                Subsidiaries and the Borrower respectively, as at the date they were
                prepared; and

            


    

     

    
      	 	
              (2)

            	
              were
                prepared in accordance with the Accounting
                Standards;

            


    

     

    
      	(k)	
              no
                change in affairs:
                there has been no change in the Borrower’s or APG’s
                state of affairs since the end of the accounting period for its most
                recent Financial Reports or accounts, referred to in
                clause 7.1(j)
                which has had, or is reasonably likely to have, a Material Adverse
                Effect;

            


    

     

    
      	(l)	
              representations
                true:
                each of its representations and warranties contained in the Documents
                is
                correct and not misleading in all material respects when made or
                repeated;

            


    

     

    
      
        
        

      

      
        page
          31

        
          

        

      

      
        
        

      

    

     

    
      		
              7    Representations
                and warranties

            


    

     

    
      	(m)	
              disclosure: 

            


    

     

    
      	 	
              (1)

            	
              no
                representation or warranty of or by a Transaction Party under a
                Transaction Document, any schedule, annexure or exhibit attached
                to a
                Transaction Document, contained in any certificate provided to a
                Finance
                Party pursuant to the provisions of a Transaction Document, contains
                any
                untrue statement of a material fact or omits to state a material
                fact
                necessary in order to make the statements in this agreement or in
                that
                Transaction Document, in the light of the circumstances under which
                they
                were made, not misleading;

            


    

     

    
      	 	
              (2)

            	
              it
                has fully disclosed in writing to the Finance Parties all facts relating
                to it, the Documents, the transactions contemplated by them, each
                Transaction Party, the assets, business and affairs of each Transaction
                Party and any thing in connection with them which would have had
                or would
                have been reasonably likely to have had a material effect on the
                decision
                of a prudent lender to enter into the Transaction Documents;
                and

            


    

     

    
      	 	
              (3)

            	
              all
                filings made by the Borrower with any securities commissions or regulatory
                authorities or an Exchange are at their respective dates, true and
                correct, contain or contained no misrepresentation and constitute
                full,
                true and plain disclosure of all material facts relating to the Borrower
                and the Borrower does not have any confidential filings with any
                securities commissions or regulatory authorities or an
                Exchange;

            


    

     

    
      	(n)	
              legal
                and beneficial owner:
                it is the legal and beneficial owner of or has a valid leasehold
                or other
                contractual interest in:

            


    

     

    
      	 	
              (1)

            	
              its
                Secured Property; and

            


    

     

    
      	 	
              (2)

            	
              all
                of its assets included in the latest Financial Report provided by
                APG,
                

            


    

     

    free
      and
      clear of all third party rights, interests and Encumbrances other than those
      disclosed in those Financial Reports, the MDOA, the MOOA or Permitted
      Encumbrances, or Statutory Rights;

     

    
      	(o)	
              no
                immunity:
                it does not, nor do its assets, enjoy immunity from suit or
                execution;

            


    

     

    
      	(p)	
              not
                a trustee:
                it does not enter into any Document as trustee of any trust or
                settlement;

            


    

     

    
      	(q)	
              solvency:
                it is solvent and is able to pay its debts as and when they become
                due;

            


    

     

    
      	(r)	
              commercial
                benefit:
                the entering into and performance by it of its obligations under
                the
                Documents to which it is expressed to be a party is for its commercial
                benefit and is in its commercial
                interests;

            


    

     

    
      	(s)	
              shareholding:

            


    

     

    
      	 	
              (1)

            	
              the
                issued share capital in the Borrower is 100 common fully paid
                shares;

            


    

     

    
      	 	
              (2)

            	
              AGI
                is the legal and beneficial owner of 100 common fully paid shares
                in the
                capital of the Borrower; and

            


    

     

    
      	 	
              (3)

            	
              APG
                is the legal and beneficial owner of all issued shares in the capital
                of
                AGI;

            


    

     

    
      	(t)	
              Taxes
                and fees: 

            


    

     

    
      	 	
              (1)

            	
              it
                has complied in all material respects with all tax laws in all applicable
                jurisdictions and it has paid all Taxes due and payable by it (other
                than
                Contested Taxes), and no claims are being asserted against it in
                respect
                of any Taxes (other than Contested Taxes);
                and

            


    

     

    
      	 	
              (2)

            	
              it
                has paid all registration or other fees, costs and expenses in connection
                with the execution, performance and perfection of the Documents,
                any
                transaction contemplated by a Document and any Authorisations;
                and

            


    

     

    
      
        
        

      

      
        page
          32

        
          

        

      

      
        
        

      

    

     

    
      		
              7    Representations
                and warranties

            


    

     

    
      
        	(u)	
                reporting
                  issuer:
                  APG is a reporting issuer (or the equivalent) where applicable
                  in good
                  standing in each of the provinces of Canada (except Quebec) under
                  the
                  applicable Securities Laws, is not included in a list of defaulting
                  reporting issuers maintained by the securities commissions (or
                  similar
                  regulatory authorities) in any of the provinces of Canada and is
                  not in
                  default of any requirement of the applicable Securities Laws relating
                  to
                  continuous disclosure and is in compliance with the by-laws, rules
                  and
                  regulations of the Toronto Stock Exchange.

              


      

    

     

    
      	7.2	
              Project
                representations and
                warranties

            


    

     

    The
      Transaction Parties represent and warrant to and for the benefit of each Finance
      Party that:

     

    
      	(a)	
              Mineral
                Rights:

            


    

     

    
      	 	
              (1)

            	
              the
                Key Mineral Rights are legal, valid and
                continuing;

            


    

     

    
      	 	
              (2)

            	
              the
                Borrower is the legal and beneficial holder of the Mineral Rights
                set out
                in the Mortgage described at item 4 of schedule 3;
                and

            


    

     

    
      	 	
              (3)

            	
              the
                Borrower has in all material respects complied with its obligations
                in
                connection with the Key Mineral Rights to the extent required to
                date;

            


    

     

    
      	(b)	
              Project
                Authorisations:
                

            


    

     

    
      	 	
              (1)

            	
              the
                Authorisations necessary for the development and operation of the
                Project
                are in place, except for any which as a matter of law or Good Industry
                Practice cannot or should not reasonably be obtained until shortly
                before
                the events to which they relate occur where those events are not
                imminent,
                and it has no reason to believe that those Authorisations will not
                be
                obtained at the appropriate time in the future;
                and

            


    

     

    
      	 	
              (2)

            	
              all
                fees due and payable in connection with the Authorisations referred
                to in
                clause 7.2(b)(1)
                have been paid;

            


    

     

    
      	(c)	
              Project
                operation:
                there has been no material change in the conduct or operation of
                the
                Project from that contemplated in the Cashflow Model and Project
                Plan;

            


    

     

    
      	(d)	
              Project
                Documents: 

            


    

     

    
      	 	
              (1)

            	
              no
                event has occurred or condition exists which would permit the
                cancellation, termination, forfeiture or suspension of a Project
                Document,
                nor is any party to a Project Document in default under any term
                of a
                Project Document in any material
                respect;

            


    

     

    
      	 	
              (2)

            	
              it
                has given to the Agent copies of all of the Project Documents, and
                all
                copies of the Project Documents and any other documents or agreements
                (including Authorisations) given by it or on its behalf to the Agent
                constitute true and complete copies and those documents and agreements
                are
                in full force and effect; and

            


    

     

    
      	 	
              (3)

            	
              the
                Project Documents contain the entire agreement of the parties to
                them as
                to the Project and
                there are no other material contracts, agreements or arrangements
                entered
                into by a Transaction Party in connection with the
                Project;

            


    

     

    
      	(e)	
              Project
                Area:
                the Project Area comprises all of the land, licences and other rights
                which are required and necessary for the effective, proper and lawful
                development and operation of the Project in accordance with the Cashflow
                Model and the Project Plan;

            


    

     

    
      
        	(f)	
                environment:
                  

              


      

    

     

    
      	 	
              (1)

            	
              the
                development and operation of the Project and the Project Assets as
                contemplated by the Project Plan and Cashflow Model complies with
                all
                applicable Environmental Laws in all material respects;
                

            


    

     

    
      
        
        

      

      
        page
          33

        
          

        

      

      
        
        

      

    

     

    
      		
              8    Undertakings

            


    

     

    
      	 	
              (2)

            	
              all
                Environmental Approvals necessary for the development and operation
                of the
                Project as it is currently being operated are in place except for
                any
                which as a matter of law or Good Industry Practice cannot or should
                not
                reasonably be obtained until shortly before the events to which they
                relate occur where those events are imminent and where it has no
                reason to
                believe that those Environmental Approvals will not be obtained at
                the
                appropriate time in the future; and

            


    

     

    
      	 	
              (3)

            	
              the
                Environmental Bonding is the only environmental bonding required
                to be
                lodged in accordance with the requirements of any Environmental Law
                relating to the Project or Project
                Area;

            


    

     

    
      	(g)	
              royalties:
                the only royalties, overriding royalties or production payments in
                respect
                of a Mineral Right are those royalties listed at items 1-9 (inclusive)
                in
                Part 5 of Paragraph 1.1 of Exhibit A of the MDOA;
                

            


    

     

    
      	(h)	
              other
                business:
                the Transaction Parties are not involved in and have not conducted
                and do
                not conduct any business other than exploration, mining and project
                management , operation and development and activities incidental
                to
                exploration, mining and project management, operation and development;
                and

            


    

     

    
      	(i)	
              insurances:
                in respect of the Project and the Project Assets, the Transaction
                Parties
                have complied with clause 8.24
                and all insurance policies entered into in complying with that clause
                8.24
                are valid, binding and subsisting and all premiums due under those
                insurance policies have been paid in
                full.

            


    

     

    
      	7.3	
              Survival
                and repetition of representations and
                warranties

            


    

     

    The
      representations and warranties given under this agreement:

     

    
      	(a)	
              survive
                the execution of each Transaction Document;
                and

            


    

     

    
      	(b)	
              are
                repeated on the date of each Financier Hedging Agreement, each Funding
                Date and each Quarterly Date with respect to the facts and circumstances
                then subsisting until:

            


    

     

    
      	 	
              (1)

            	
              the
                Commitment is cancelled; and

            


    

     

    
      	 	
              (2)

            	
              the
                Secured Moneys are unconditionally repaid in
                full,

            


    

     

    or
      the
      Agent otherwise agrees in writing.

     

    
      	7.4	
              Reliance
                by Finance Parties

            


    

     

    Each
      Transaction Party acknowledges that each Finance Party has entered into each
      Transaction Document to which it is a party in reliance on the representations
      and warranties given under this agreement.

     

    
      	8	
              Undertakings

            


    

    
      
        

      

    

     

    
      	8.1	
              Conduct
                of Project

            


    

     

    A
      Transaction Party must not, without the written consent of the Agent, change
      the
      scope or operation of the Project from that assumed in or contemplated by the
      Cashflow Model and the Project Plan and it must ensure that:

     

    
      	(a)	
              the
                Project is diligently constructed, developed, equipped, operated
                and
                maintained in accordance with the Cashflow Model, the Project Plan,
                Good
                Industry Practice, Authorisations and in a manner which is intended
                to
                allow for production and delivery of Product on a regular basis and
                in
                sufficient quantities to satisfy its obligations under the Documents;
                and

            


    

     

    
      	(b)	
              all
                Project Assets are maintained in all material respects in good and
                efficient operating condition, reasonable wear and tear and shutdowns
                for
                maintenance in the Ordinary Course of Business
                excepted.

            


    

     

    
      
        
        

      

      
        page
          34

        
          

        

      

      
        
        

      

    

     

    
      		
              8    Undertakings

            


    

     

    
      	8.2	
              Project
                Covenants

            


    

     

    
      	(a)	
              Project
                Assets: The
                Borrower must: 

            


    

     

    
      	 	
              (1)

            	
              subject
                to clause 8.2(a)(3),
                own all Project Assets; 

            


    

     

    
      	 	
              (2)

            	
              subject
                to clause 8.2(a)(3),
                ensure that no person other than itself has any right, title or interest
                in the Project Assets other than as described in the MDOA, the MOOA,
                under
                a Permitted Encumbrance or by virtue of a statutory interest affecting
                the
                Mineral Rights or federal patents in favour of a Government Agency;
                and

            


    

     

    
      	 	
              (3)

            	
              not
                Dispose of, decrease or diminish any material portion of its interest
                in
                the Project Assets without the prior written consent of the
                Agent.

            


    

     

    
      	(b)	
              Force
                majeure:
                Each Transaction Party must take all action as is reasonably open
                to it to
                cause any Force Majeure Event affecting the Project to be remedied
                as soon
                as possible after that Force Majeure Event occurs, but the party
                affected
                is not obliged to incur expenditure to overcome the events or
                circumstances which caused the Force Majeure Event which would make
                uneconomic (in the opinion of the Agent) the continued supply and
                delivery
                of Product.

            


    

     

    
      	(c)	
              Access:
                Each Transaction Party must, at the request of the Agent, ensure
                that the
                Finance Parties and representatives of the Finance Parties on giving
                reasonable notice are allowed at all reasonable times and with reasonable
                frequency to have access to the Project Area and the Project Assets
                to
                inspect any of the Project Assets and to inspect any books, records,
                data
                and information which are in the custody or possession of a Transaction
                Party; provided, however, those rights of access and inspection must
                be
                undertaken at a Finance Party’s own risk in a manner that does not
                unreasonably disrupt the operation of the Project, and must be subject
                to:
                

            


    

     

    
      	 	
              (1)

            	
              the
                confidentiality provisions set out in this agreement or in any other
                agreement between a Transaction Party and a Finance Party; and
                

            


    

     

    
      	 	
              (2)

            	
              applicable
                health and safety laws and regulations and related policies adopted
                by the
                Borrower.

            


    

     

    
      	(d)	
              Project
                Plan:
                A
                Transaction Party must not amend or change the Project Plan without
                the
                Agent’s prior written consent, that consent not to be unreasonably
                withheld or delayed.

            


    

     

    
      	8.3	
              Provisions
                relating to the MDOA

            


    

     

    
      	(a)	
              Where
                the Borrower gives an undertaking under this agreement (or a Transaction
                Party other than the Borrower gives an undertaking to procure the
                Borrower
                to perform that undertaking) with respect to the development or operation
                of the Project or the Project Assets, the Borrower (or that other
                Transaction Party) must use its Best Efforts to perform (or to procure
                that the Borrower perform) that
                undertaking.

            


    

     

    
      	(b)	
              Other
                than: 

            


    

     

    
      	 	
              (1)

            	
              cash
                calls under an approved Program and Budget which are not Additional
                Contributions (as those terms are defined in the MDOA);
                

            


    

     

    
      	 	
              (2)

            	
              expenditures
                which the Borrower makes as the manager of the Project on behalf
                of the
                other participant pursuant to the MDOA;


            


    

     

    
      	 	
              (3)

            	
              its
                share of Budget overruns of less than ten percent, as described in
                section
                9.8 of the MDOA; and 

            


    

     

    
      	 	
              (4)

            	
              emergency
                expenditures made in accordance with section 9.9 of the
                MDOA,

            


    

     

    where
      under the terms of the MDOA the agreement of the Borrower (in its capacity
      as a
      participant in the Project, and not the manager of the Project) is required
      for
      any Project expenditure not contemplated by the Project Plan, the Borrower
      will
      give notice to the Agent of such expenditure. The Borrower will not agree to
      the
      relevant expenditure being incurred without the consent of the Agent, but the
      Agent will not withhold its consent if it is satisfied (acting reasonably)
      that
      the incurring of the relevant expenditure will not result in:

     

    
      
        
        

      

      
        page
          35

        
          

        

      

      
        
        

      

    

     

    
      		
              8    Undertakings

            


    

     

    
      	 	
              (A)

            	
              a
                breach of the either of the financial undertakings set out in clause
                8.25(a);
                or

            


    

     

    
      	 	
              (B)

            	
              the
                Borrower being unable to make repayments or payments of principal,
                interest or other amounts payable under this
                agreement.

            


    

     

    
      	8.4	
              Environmental
                issues

            


    

     

    Each
      Transaction Party must ensure that the Borrower:

     

    
      	(a)	
              complies
                with all Environmental Laws with respect to the Project in all material
                respects;

            


    

     

    
      	(b)	
              obtains
                and complies with all Environmental Approvals required in connection
                with
                the development and operation of the Project, except for any failure
                to
                obtain an Environmental Approval which as a matter of law or Good
                Industry
                Practice cannot or should not reasonably be obtained until shortly
                before
                the events to which it relates occurs where not imminent;
                and

            


    

     

    
      	(c)	
              promptly
                notifies the Agent of all material claims, complaints or notices
                concerning its compliance with Environmental Laws and Environmental
                Approvals.

            


    

     

    
      	8.5	
              Mineral
                Rights

            


    

     

    Each
      Transaction Party must ensure that:

     

    
      	(a)	
              the
                Borrower has, and continues to have title to the Key Mineral
                Rights;

            


    

     

    
      	(b)	
              the
                Borrower takes, or procures to be taken, all action (including the
                timely
                payment of annual maintenance fees, recording of instruments, or
                performance of annual assessment work, or otherwise) necessary to
                ensure
                that all conditions and requirements relating to the Key Mineral
                Rights
                are observed and performed and that the Key Mineral Rights remain
                valid
                and are in full force and effect; 

            


    

     

    
      	(c)	
              the
                Key Mineral Rights are free of Encumbrances other than Permitted
                Encumbrances; and

            


    

     

    
      	(d)	
              the
                Borrower uses its commercially reasonable best efforts to remedy
                any
                defect identified by the Bensing Title
                Reports:

            


    

     

    
      	 	
              (1)

            	
              which
                affects a Key Mineral Right (other than an Excluded Claim) within
                60 days
                of the provision of the initial Funding Portion, or if a Mineral
                Right
                which is not a Key Mineral Right as at the date of this agreement
                becomes
                a Key Mineral Right, within 60 days of it becoming so;
                and

            


    

     

    
      	 	
              (2)

            	
              which
                affects a Mineral Right (other than the Mineral Rights described
                in clause
                8.5(d)(1))
                as soon as reasonably practicable, taking into account commercial
                considerations and constraints. 

            


    

     

    Failure
      to remedy a defect under clause 8.5(d)(1)
      is not
      an Event of Default if the relevant defect is demonstrated to the Agent’s
      reasonable satisfaction not to materially affect the Borrower’s title to a Key
      Mineral Right.

     

    
      	8.6	
              Corporate
                budget

            


    

     

    A
      Transaction Party must not amend or change the Corporate Budget in any material
      respect without the Agent’s prior written consent (not to be unreasonably
      withheld or delayed).

     

    
      
        
        

      

      
        page
          36

        
          

        

      

      
        
        

      

    

    
      
        		
                 8    Undertakings

              


      

    

     

    8.7             
      Provision
      of information and reports

     

    Each
      Transaction Party must ensure the Agent is provided with the following, which
      must in the case of the information referred to in clauses 8.7(d),
      8.7(e),
      8.7(f)
      and
8.7(g)be
      in the
      form and contain information satisfactory to the Agent:

     

    (a) 
Financial
      Reports:

     

    
      	 	
              (1)

            	
              as
                soon as practicable and no later than 120 days after the end of a
                financial year, copies of the consolidated annual audited Financial
                Report
                of APG;
                and

            


    

     

    
      	 	
              (2)

            	
              as
                soon as practicable and no later than 45 days after each Quarterly
                Date,
                copies of the unaudited quarterly Financial Report of APG and the
                Borrower
                for the Quarter immediately preceding that Quarterly
                Date;

            


    

     

    (b) 
Corporate
      Budget:
      no
      later
      than the date which is 30 days after 31 December of each year, a copy of the
      proposed Corporate Budget for the subsequent 12 month period;

     

    (c) 
Project
      Plan:
      no
      later than the date which is 30 days after 31 December of each year, a copy
      of
      the updated Project Plan for the subsequent 12 month period, including an
      updated description of the Project life of mine and an updated reconciliation
      of
      Project mineral reserves. taking into account the operation of the Project
      during the preceding 12 month period;

     

    (d) 
Project
      reports:
      promptly after delivery by the Manager, copies of the reports required under
      section 8.2(p) and 10.1 of the MDOA and any other reports and information that
      is provided by the Manager.
      For the
      avoidance of doubt, the parties agree that the report entitled “Montana Tunnels
      Mine Joint Venture Monthly Report” as provided by the Borrower to the Agent is
      in a form satisfactory to the Agent for the purposes of this clause 8.7(d)
      and that
      the Borrower will comply with this clause by providing a report in that form
      on
      each of the dates required under this clause;

     

    (e) 
metal
      price protection report: no
      later
      than 30 days after the end of each calendar month, a metal price protection
      report detailing the metal produced during that month, the amount of metal
      committed under Hedging Agreements during that month and any Hedging Agreements
      that have been terminated by delivery or close-out during that month;


     

    (f) 
Transaction
      Accounts report:
      no later
      than 30 days after the end of each calendar month, a statement summarising
      all
      deposits to and withdrawals from the Transaction Accounts;

     

    (g) 
Quarterly

      compliance certificate:
      no
      later than 30 days after each Quarterly Date, a certificate signed by at least
      1
      Officer of the Borrower stating:

     

    
      	 	
              (1)

            	
              each
                of the Ratios as at the relevant Quarterly Date (giving details of
                the
                calculation of the Ratios);

            


    

     

    
      	 	
              (2)

            	
              any
                non-compliance of a Transaction Party with a covenant in the Transaction
                Documents and any Default that has occurred and is continuing;
                and

            


    

     

    
      	 	
              (3)

            	
              the
                full details of that non-compliance or Default and the remedial action
                being taken or proposed to cure that non-compliance or Default;
                and

            


    

     

    (h) 
other
      information:
      any
      other information which the Agent reasonably
      requests in relation to it, any of its assets or the Project.

     

    8.8      Proper
      accounts

     

    Each
      Transaction Party must:

     

    (a) 
keep
      accounting records which give a true and fair view of its financial condition
      and state of affairs; and

     

    (b) 
ensure
      that the accounts it provides under clause 8.6
      are
      prepared in accordance with the Accounting Standards.

     

    
      
        
        

      

      
        page
          37

        
          

        

      

      
        
        

      

    

     

    
      
        
          		
                   8    
                    Undertakings

                


        

      

       

    

    8.9     
      Notices
      to the Agent

     

    Each
      Transaction Party must notify the Agent as soon as
      is
      reasonably practicable after it becomes aware of:

     

    (a)       any
      Default occurring;

     

    (b)     
      any
      material breach of, or material default under, any Document to which it is
      a
      party;

     

    (c)      
      any
      material breach of any applicable license or law that would reasonably be
      expected to affect the validity or good standing of the Project or the Project
      Assets, the Borrower’s legal and beneficial title to the Project Assets or the
      value of the Secured Property;

     

    (d)     
      any
      event
      or circumstance which entitles a person to cancel, terminate or suspend any
      Key
      Mineral Rights, Environmental Approvals, Authorisations or a Project
      Document;

     

    (e)      
      any
      change in statutory requirements that may have a material effect on mining,
      metallurgical methods, tailings disposal, base metal production or title with
      respect to the Project;

     

    (f)       a
      revised
      downward estimate of Proven Reserves and Probable Reserves in respect of the
      Project other than as a result of mining;

     

    (g)     
      a
      material change in Key Personnel;

     

    (h)     
      any
      proposed changes to the Project Plan or the Project Documents;

     

    (i)       
      Knight
      Piésold Ltd. giving notice to a Transaction Party of matters of concern in
      regard to the stability of the mine walls, ramps or slopes for the
      Project;

     

    (j)      
      any
      unscheduled stoppage or disruption of ore mining or processing at the Project
      for a period greater than 3 consecutive days;

     

    (k)     
any
      material adverse change in the financial position of the Project, the Borrower
      or another Transaction Party;

     

    (l)      
      any
      representation, warranty, action or statement made, or taken to be made, by
      it
      is or becomes false, misleading or incorrect in any material
      respect;

     

    (m)    
any
      intention by it to exercise any right, power or remedy under any Document to
      which it is a party as a consequence of any default under it;

     

    (n)     
      any
      material breach of an Authorisation;

     

    (o)     
      any
      material breach of, or material claim being made against a Transaction Party
      under, any Environmental Laws or Environmental Approvals;

     

    (p)     
      any
      material notices given or received by a Transaction Party under any Project
      Document;

     

    (q)     
      except
      for the Clements Litigation, any
      litigation, arbitration, administration or other proceeding in respect of it
      or
      any of its assets being commenced or threatened which:

     

    
      	 	
              (1)

            	
              is
                in excess of US$500,000 (or the equivalent amount in another currency);
                or

            


    

     

    
      	 	
              (2)

            	
              if
                adversely determined would have or be reasonably likely to have a
                Material
                Adverse Effect;

            


    

     

    (r)      
      a
      demand
      under a Surety Obligation given by that Transaction Party;

     

    (s)      any
      Encumbrance that exists over any of its assets other than a Permitted
      Encumbrance;

     

    
      	(t)	
              any
                material dispute between a Transaction Party and a Government Agency
                or
                any proposal of any Government Agency to compulsorily acquire a material
                portion of its assets;

            


    

     

    (u)     
      the
      acquisition by it of a Subsidiary; 

     

    (v)      
      a
      decision to accelerate or expand the level of production from the Project above
      that contemplated in the Cashflow Model or Project Plan;

     

    
      
        
        

      

      
        page
          38

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            		
                     8    
                      Undertakings

                  


          

        

         

      

    

    (w)     
      a
      proposed change in mining or processing methods from those contemplated in
      the
      Cashflow Model or Project Plan in respect of the development or operation of
      the
      Project;

     

    
      	(x)	
              a
                material change in the proposed arrangements, term or conditions
                from
                those contemplated in the Cashflow Model or Project Plan for the
                sale of
                Product;

            


    

     

    
      	(y)	
              any
                replacement of a member of, or the addition of a member to, the senior
                operating and corporate management team which manages the operations
                of
                the Project or the Borrower; and

            


    

     

    (z)    any
      material disputes with respect to the Project, Project Area and the Project
      Assets and any material dispute with landowners located in or around the Project
      Area.

     

    8.10    Corporate
      existence

     

    Each
      Transaction Party must ensure that it:

     

    (a)      
      does
      everything necessary to maintain its corporate existence in good
      standing;

     

    (b)     
      does
      not
      transfer its jurisdiction of incorporation without the prior written consent
      of
      the Agent; and

     

    (c)      
      does
      not
      enter into any merger, amalgamation, consolidation or reconstruction without
      the
      Agent’s prior written consent (not to be unreasonably withheld or
      delayed).

     

    8.11    Compliance

     

    Each
      Transaction Party must comply
      with all its obligations under each Document to which it is a
      party.

     

    8.12    Maintenance
      of capital

     

    A
      Transaction Party must not without the Agent’s prior written
      consent:

     

    (a)      
      call
      up
      or pass a resolution to call up its unpaid share capital;

     

    (b)      
      reduce
      or
      pass a resolution to reduce its capital;

     

    (c)      
      buy-back
      or pass a resolution to buy-back, any of its shares;
      or

     

    (d)      
      attempt
      or take any steps to do anything which it is not permitted to do under
      clauses 8.12(a),
      8.12(b)
      or
8.12(c).

     

    8.13    Compliance
      with laws and Authorisations

     

    Each
      Transaction Party must:

     

    (a)      
      comply
      with, in all material respects, all laws and legal requirements, including
      each
      judgement, award, decision, finding or any other determination of a Government
      Agency, which applies to it or any of its assets;

     

    (b)     
      obtain,
      maintain and comply with, in all material respects, all Authorisations
      required:

     

    
      	 	
              (1)

            	
              for
                the enforceability against it of each Document to which it is a party,
                or
                to enable it to perform its obligations under each Document to which
                it is
                a party;

            


    

     

    
      	 	
              (2)

            	
              in
                relation to it or any of its assets;
                and

            


    

     

    
      	 	
              (3)

            	
              for
                the operation of the Project;

            


    

     

    (c)      
      not
      do
      anything which would prevent the renewal of any Authorisation referred to in
      clause 8.13(b)
      or cause
      it to be renewed on less favourable terms.

     

    
      
        
        

      

      
        page
          39

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            		
                     8    
                      Undertakings

                  


          

        

         

      

    

    8.14          
      Payment
      of debts, outgoings
      and Taxes

     

    
      	(a)	
              Each
                Transaction Party must pay or cause to be paid its debts and financial
                obligations including all rates, rents and other outgoings when due
                and
                payable, except where that Transaction Party is contesting its liability
                to pay that financial obligation, and has reasonable grounds to do
                so, in
                appropriate proceedings reasonably satisfactory to the
                Financier.

            


    

     

    (b)     
      Each
      Transaction Party must pay or cause to be paid all Taxes when due, other than
      Contested Taxes.

     

    (c)      
      Each
      Transaction Party must set aside sufficient reserves to cover any Contested
      Taxes. 

     

    (d)     
      Each
      Transaction Party must pay or cause to be paid all Contested Taxes when the
      terms of any final determination or settlement require those Contested Taxes
      to
      be paid, unless failure to pay any Contested Taxes when due may have a Material
      Adverse Effect, in which case those the Contested Taxes must be paid when due.
      

     

    8.15    Project
      Documents

     

    (a)      
      A
      Transaction Party must not without the prior written consent of the
      Agent:

     

    
      	 	
              (1)

            	
              materially
                amend or vary, or agree to a material amendment or variation
                of;

            


    

     

    
      	 	
              (2)

            	
              terminate,
                rescind or discharge (except by performance or unless replaced on
                terms no
                less favourable to that Transaction
                Party);

            


    

     

    
      	 	
              (3)

            	
              grant
                any waiver, time or indulgence in respect of any material obligation
                under;

            


    

     

    
      	 	
              (4)

            	
              do
                or omit to do anything which may adversely affect the provisions
                or
                operation of; or

            


    

     

    
      	 	
              (5)

            	
              do
                or omit to do anything which would give any other person legal or
                equitable grounds to do anything in clause 8.15(a)(1)
                to
                (4)
                in
                respect of,

            


    

     

    any
      Project Document to which it is a party.

     

    (b)     
      Each
      Transaction Party must do all things necessary to enforce all of its rights,
      powers and remedies under each Project Document to which it is a
      party.

     

    (c)      
      A
      Transaction Party must not enter into any agreement (other than Material
      Agreements existing as at the date of this agreement) relating to the
      development and construction of the Project, the refinement or treatment of
      Product or any other agreement or contract which relates to the
      Project
      where
      the aggregate amount of payments to be made under that agreement or contract
      is
      anticipated to exceed US$1,000,000, without the prior written consent of the
      Agent.

     

    (d)      
      The
      Borrower and APG must comply with all of their respective obligations under
      the
      Services Agreement.

     

    8.16    Amendments
      to constitution

     

    A
      Transaction Party must not amend its memorandum and articles of association,
      articles of incorporation, articles of organization, by-laws, constitution,
      operating agreement, or other constating documents (as applicable) without
      the
      Agent’s prior written consent, which consent must not be unreasonably withheld
      or delayed.

     

    8.17    Negative
      pledge and disposal of assets

     

    (a)      
      A
      Transaction Party must not create or allow to exist or agree to any interest
      or
      Encumbrance over any of its assets other than a Permitted
      Encumbrance.

     

    (b)      
      A
      Transaction Party must not without the prior written consent of the Agent
      Dispose of any of its assets other than:

     

    
      
        
        

      

      
        page
          40

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            		
                     8    
                      Undertakings

                  


          

        

         

      

    

    
      	 	
              (1)

            	
              a
                Disposal (which is not a Disposal of a Project Asset) of an asset
                which is
                sold in the Ordinary Course Business and at market value where the
                aggregate of assets sold by all Transaction Parties in the preceding
                12
                month period is less than US$500,000;
                or

            


    

     

    
      	
            	(2)	
              a
                Disposal of Product; or

            


    

     

    
      	 	
              (3)

            	
              a
                Disposal for valuable consideration and on arm’s length commercial terms
                of assets that are no longer required for the proper and efficient
                operation of the Project because:

            


    

     

    
      	
            	·	
              of
                replacement, obsolescence or otherwise, and where the Disposal relates
                to
                the replacement of assets, the asset is replaced with one or more
                assets
                having a similar function or comparable or superior type, value and
                quality; or

            


    

     

    
      	
            	·	
              of
                cessation of mining operations at the Project in accordance with
                the
                Project Plan; or

            


    

     

    
      	 	
              (4)

            	
              the
                Disposal of the MTM Mill (as that term is defined in the MOOA) under
                the
                MOOA.

            


    

     

    
      	(c)	
              A
                Transaction Party must not enter into any arrangement under which
                money or
                the benefit of a bank or other account may be applied, set-off or
                made
                subject to a combination of accounts, except for a netting or set-off
                arrangement in the ordinary course of its ordinary banking arrangements
                for the purpose of netting debit and credit
                balances.

            


    

     

    (d)      
      A
      Transaction Party must not enter into any arrangement which, if complied with,
      would prevent any Transaction Party from complying with its obligations under
      the Transaction Documents.

     

    (e)      
      APG
      must
      not Dispose of any shares it owns in AGI without the prior written consent
      of
      the Financier.

     

    (f)      
      AGI
      must
      not Dispose of any shares it owns in the Borrower without the prior written
      consent of the Financier.

     

    (g)     
      No
      Transaction Party may Dispose of any Inter-Company Claims owing to it by another
      Transaction Party.

     

    8.18    No
      change to business

     

    APG:

     

    (a)      
      must
      ensure that its business is operated in accordance with the Corporate Budget;
      and

     

    (b)     
      must
      not
      engage in any business other than, or do anything which would result in
      substantial changes to, its existing core businesses and operations of mineral
      exploration, mining or processing, except with the prior written consent of
      the
      Agent.

     

    8.19    Financial
      accommodation
      and Financial Indebtedness

     

    (a)      
      A
      Transaction Party must not subscribe for capital in an entity, provide any
      financial accommodation, or give any Surety Obligation in respect of any
      financial accommodation, to or for the benefit of any Person, other than
      Permitted Financial Accommodation.

     

    (b)      
      A
      Transaction Party must not incur any Financial Indebtedness other than Permitted
      Financial Indebtedness.

     

    8.20    Arm’s
      length transactions

     

    A
      Transaction Party must not:

     

    (a)      
      enter
      into an agreement with any Person;

     

    
      
        
        

      

      
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                     8    
                      Undertakings

                  


          

        

         

      

    

    (b)    acquire
      or Dispose of an asset;

     

    (c)    obtain
      or
      provide a service;

     

    (d)    obtain
      a
      right or incur an obligation; or

     

    (e)    implement
      any other transaction,

     

    unless
      it
      does so on terms which are no less favourable to it than arm’s length
      terms.

     

    8.21    No
      Subsidiaries

     

    The
      Borrower must not incorporate any new Subsidiary (whether wholly-owned or
      otherwise) without the prior written consent of the Agent (not to be
      unreasonably withheld or delayed).

     

    8.22    Restrictions
      on Distributions
      and fees

     

    A
      Transaction Party must not:

     

    (a)      
      make
      any
      Distribution other than a Distribution made in accordance with clause
3.2
      which
      would not result in a violation of clauses 8.25
      and
10.3(b);
      or

     

    (b)     
      pay
      any
      director fees, management fees, consultancy fees or other like payments to
      any
      director or Affiliate of a Transaction Party unless those fees or other payments
      are:

     

    
      	 	
              (1)

            	
              reasonable
                and are no more or less favourable than it is reasonable to expect
                would
                be the case if the relevant persons were dealing with each other
                at arm’s
                length; or

            


    

     

    
      	 	
              (2)

            	
              paid
                with the Agent’s prior consent.

            


    

     

    8.23    Undertakings
      regarding Secured Property

     

    Each
      Transaction Party must:

     

    (a)      
      maintenance
      of the Secured Property:
      subject
      to clause 8.17:
      

     

    
      	 	
              (1)

            	
              maintain
                and protect its Secured Property;

            


    

     

    
      	 	
              (2)

            	
              keep
                its Secured Property in a good state of repair and in good working
                order
                allowing for fair wear and tear and shutdowns for maintenance in
                the
                Ordinary Course of Business;

            


    

     

    
      	 	
              (3)

            	
              remedy
                every defect in its title to any part of its material Secured Property
                (including the Key Mineral Rights);

            


    

     

    
      	 	
              (4)

            	
              take
                or defend all legal proceedings to protect or recover any of its
                Secured
                Property;
                and

            


    

     

    
      	 	
              (5)

            	
              keep
                its Secured Property valid and subsisting and free from liability
                to
                forfeiture, cancellation, avoidance or
                loss;

            


    

     

    (b)     
      further
      security:

     

    
      	 	
              (1)

            	
              do
                anything which the Agent reasonably requests to
                maintain the priority of its Security, or secures to the Financier
                its
                Secured Property in a manner consistent with any provision of any
                Transaction Document, or aids in the exercise of any Power of a Finance
                Party, including, the execution of any document or the execution
                and
                delivery of blank transfers;

            


    

     

    
      	 	
              (2)

            	
              when
                the Agent requests, execute a legal or statutory mortgage in favour
                of the
                Financer over the Borrower’s right, title and interest in any real
                property acquired by it on or after the date of this agreement in
                form and
                substance required by the Agent, but the Agent cannot require an
                obligation which is more onerous than any obligation contained in
                any
                Transaction Document;

            


    

     

    
      
        
        

      

      
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                     8    
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              (3)

            	
              use
                its best efforts to record any mortgage executed under
                clause 8.23(b)(2);
                and

            


    

     

    
      	 	
              (4)

            	
              if
                a Transaction Party acquires any material
                assets:

            


    

     

    
      	
            	·	
              promptly
                notify the Agent of that acquisition;
                and

            


    

     

    
      	
            	·	
              at
                the request of the Agent, procure the company that has acquired those
                assets to grant security over those assets in favour of a Finance
                Party in
                form and substance required by the Agent, but the Agent cannot require
                an
                obligation which is more onerous than any obligation contained in
                any
                Transaction Document;

            


    

     

    (c)      
      registration
      and protection of security:
      ensure
      that its Security is registered, recorded, and filed in all registers in all
      jurisdictions in which it must be registered, recorded and/or filed to ensure
      the enforceability, validity and priority of the Security against all persons
      and to be effective as a security;

     

    (d)      
      no
      partnership or joint venture:
      not
      enter into any profit sharing arrangement in relation to its Secured Property
      or
      any partnership or joint venture with any other person without the Agent’s
      written consent, other than the MDOA and the MOOA and as disclosed in the
      MDOA;

     

    (e)      
      no
      Encumbrances:
      cause
      any Encumbrance other than a Permitted Encumbrance which is lodged in respect
      of
      its Secured Property, other than an Encumbrance lodged by the Finance Parties,
      to be removed as soon as reasonably practicable but in any event within
      15 Business Days after the date that it becomes aware of its existence;
      and

     

    (f)      
      Offtake
      Agreement:
      if
      requested by the Agent, use its commercially reasonable best efforts to procure
      consent from Teck Cominco with respect to the assignment of the Offtake
      Agreement to the Finance Parties.

     

    8.24    Insurance

     

    (a)      
      General
      requirements:
      Each
      Security Provider must ensure that all aspects of the Current Insurance Policies
      are maintained. 

     

    (b)      
      Payment
      of premiums:
      Each
      Security Provider must punctually pay all premiums and other amounts necessary
      to effect and maintain in force each insurance policy.

     

    (c)      
      Contents
      of insurance policy:
      Each
      Security Provider must use commercially reasonable best efforts to ensure that
      every insurance policy (other than worker’s compensation, directors’ and
      officers’ liability and public liability):

     

    
      	 	
              (1)

            	
              is
                taken out in the name of the Security Provider, notes each Finance
                Party
                as an additional insured and insures each of their insurable
                interests;

            


    

     

    
      	 	
              (2)

            	
              names
                the Agent as the loss payee;

            


    

     

    
      	 	
              (3)

            	
              cannot
                be terminated or varied by the insurer for any reason including the
                non-payment of the premium or any other amount in respect of the
                insurance
                policy, unless the Agent is given 30 days prior written notice;
                and

            


    

     

    
      	 	
              (4)

            	
              provides
                that notice of any occurrence given by one insured party will be
                regarded
                as notice given by all insured parties and that failure by one insured
                party to observe and fulfil the conditions of the policy will not
                prejudice the rights of any other insured
                party.

            


    

     

    (d)      
      No
      prejudice:
      Each
      Security Provider must not do or omit to do, or allow or permit to be done
      or
      not done, anything which may materially prejudice any insurance
      policy.

     

    (e)      
      Deliver
      documents:
      Each
      Security Provider must promptly deliver to the Agent:

     

    
      	 	
              (1)

            	
              adequate
                evidence as to the existence and currency of the insurance required
                under
                this clause 8.24;
                and

            


    

     

    
      
        
        

      

      
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              (2)

            	
              any
                other detail with respect to the insurance which the Agent may reasonably
                require and notify to the Security Provider from time to
                time.

            


    

     

    (f)       
      No
      change to policy:
      A
      Security Provider must not rescind, terminate, cancel or make a material change
      to any insurance policy without the Agent’s written consent, except where the
      variation is to increase coverage, the amount insured by the policy or amend
      the
      scheduled insured property where that amendment results from a Disposal
      permitted under clause 8.17.

     

    (g)      Assistance
      in recovery of money:
      Each
      Security Provider must do all things reasonably required by a Finance Party
      to
      enable the Finance Party to recover any money due in respect of an insurance
      policy.

     

    
      	(h)	
              Notification
                by Security Provider:
                Each Security Provider must notify the Agent as soon as reasonably
                practicable after it becomes aware
                of:

            


    

     

    
      	 	
              (1)

            	
              an
                event which in relation to a Security Property gives rise to a claim
                of
                US$500,000 or more under an insurance policy;
                and

            


    

     

    
      	 	
              (2)

            	
              the
                cancellation or variation for any reason of any insurance policy
                in
                relation to its Secured Property.

            


    

     

    (i)       
      Dealing
      with insurance policy proceeds:

     

    
      	 	
              (1)

            	
              If
                the claim by a Transaction Party is greater than US$1,000,000, or
                if the
                claim by a Transaction Party is less than US$1,000,000 but the Agent
                determines that there is not sufficient business interruption insurance
                or
                other funds available to the Borrower to ensure that the Borrower
                can pay
                or repay any part of the Secured Moneys due and payable by it,
                the
                Agent may direct that Transaction Party with respect to a particular
                insurance claim, to irrevocably authorise, instruct and direct the
                insurer
                to pay the proceeds of that claim up to the amount of the Secured
                Moneys
                to the Financier.

            


    

     

    
      	 	
              (2)

            	
              If
                an Event of Default has occurred and is continuing, the proceeds
                in
                respect of any insurance policy must be used to repay the Secured
                Moneys
                outstanding at that time or for any other purpose which the Agent
                approves.

            


    

     

    
      	 	
              (3)

            	
              The
                proceeds in respect of any claim under an insurance policy in respect
                of
                lost, destroyed or damaged property of a Transaction Party that are
                not
                being applied in accordance with clauses 8.24(i)(1)
                and 8.24(i)(2),
                must be applied towards the replacement or reinstatement of that
                property.

            


    

     

    
      	 	
              (4)

            	
              Clauses 8.24(i)(1),
                8.24(i)(2)and
                (3)
                do
                not apply to proceeds received from any workers’ compensation or public
                liability policy to the extent that the proceeds are paid to a person
                entitled
                to be compensated under the workers’ compensation or public liability
                policy.

            


    

     

    
      	 	
              (5)

            	
              Any
                amount received by the Agent in accordance with clauses 8.24(i)(1)
                or
                8.24(i)(2)
                may be applied by the Agent as a prepayment of the Principal Outstanding,
                and clauses 3.5(d)
                and 3.7(b)
                will apply to the prepayment.

            


    

     

    (j)       
      Power
      to take proceedings:
      If an
      Event of Default has occurred and is continuing and a Receiver has not been
      appointed, the Agent alone has full power to make, enforce, settle, compromise,
      sue on and discharge all claims and recover and receive all moneys payable
      in
      respect of any claim under any insurance policy.

     

    8.25    Financial
      undertakings

     

    (a)     
      The
      Borrower must ensure that at all times:

     

    
      	 	
              (1)

            	
              the
                LLCR is not less than 1.5:1;
                and

            


    

     

    
      	 	
              (2)

            	
              the
                PLCR is not less than 2:1.

            


    

     

    (b)      
      If
      the
      Quarterly compliance certificate provided by Borrower in accordance with clause
      8.7(g)
      shows
      that, or if at any time the Agent calculates that, the value of a Ratio is
      less
      than the value for that Ratio set out in clause 8.25(a),
      the
      Borrower must on the next Repayment Date apply as a mandatory prepayment of
      the
      Principal Outstanding the lesser of:

     

    
      
        
        

      

      
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                     8    
                      Undertakings

                  


          

        

         

      

    

    
      	 	
              (1)

            	
              100%
                of the Excess Cashflow; and

            


    

     

    
      	 	
              (2)

            	
              the
                amount that is required to be paid to make the value of that Ratio
                greater
                than or equal to the value for that Ratio set out in clause 8.25(a).

            


    

     

    Clauses
      0
      and
3.7(b)
      will
      apply to each mandatory prepayment.

     

    (c)      
      The
      calculation of a Ratio by the Agent is, in the absence of manifest error, the
      final and agreed calculation of that Ratio. In calculating a Ratio, the Agent
      will have regard to the most recent Cashflow Model and information provided
      to
      it under clause 8.6.

     

    8.26    Hedging

     

    (a)      
      Each
      Transaction Party must ensure that the Borrower enters into and maintains the
      Metals Price Protection Program to the satisfaction of the Agent.

     

    (b)      
      A
      Transaction Party must not enter into a Hedging Agreement in respect of Product
      with a counterparty who is not the Financier.

     

    8.27    Repayment
      of Secured Debentures and RMB GSA

     

    (a)      
      The
      Transaction Parties must ensure that APG repays when due all amounts outstanding
      under each of the Secured Debentures.

     

    (b)      As
      soon
      as practicable, but no more than 15 Business Days after repayment of the Secured
      Debentures in accordance with clause 8.27(a),
      the
      Transaction Parties must:

     

    (1)    procure
      the full discharge and release of the Canadian Securities;

     

    (2)    ensure
      APG: 

     

    
      	
            	·	
                 
                executes and delivers to the Agent the RMB GSA;
                and

            


    

     

    ·         
      executes
      any other forms or documents required to perfect the security under the RMB
      GSA
      and evidence of APG’s corporate authorisation of the RMB GSA, 

     

    each
      in
      form and substance satisfactory to the Agent; and

     

    
      	 	
              (3)

            	
              procure
                delivery of a legal opinion on enforceability of the RMB GSA and
                due
                execution of it by APG in form and substance satisfactory to the
                Agent.
                

            


    

     

    8.28 Subordination

     

    (a) Each
      Transaction Party must ensure that:

     

    
      	 	
              (1)

            	
              all
                the Inter-Company Claims and payment (from whatever source) of, and
                the
                rights and claims of each Transaction Party in respect of, all the
                Inter-Company Claims are subordinated and postponed and made subject
                in
                right of payment to all the Secured Moneys and payment (from whatever
                source) of, and the rights and claims of the Finance Parties in respect
                of, all the Secured Moneys;

            


    

     

    
      	 	
              (2)

            	
              until
                all the Secured Moneys have been paid in
                full:

            


    

     

    ·         
      the
      Inter-Company Claims must not (without the prior written consent of the Agent)
      be paid or repaid; and

     

    ·         
      no
      Transaction Party may receive, and each Transaction Party must not pay or repay,
      any of the Inter-Company Claims to, or at the direction of, another Transaction
      Party or any person acting, or purporting to act, on behalf of a Transaction
      Party;

     

    
      
        
        

      

      
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                        9    Cashflow
                          Model

                      

                    


            

          

           

        

      

    

    
      	 	
              (3)

            	
              the
                subordination effected by this clause applies at all times including
                if
                and while a Transaction Party is in
                liquidation;

            


    

     

    
      	 	
              (4)

            	
              if,
                on liquidation of a Transaction Party, there is a distribution of
                a
                Transaction Party's assets including payment in cash, property or
                securities, to creditors of that Transaction Party on liquidation,
                all of
                the Secured Moneys must be paid in full in cash before a payment
                is made
                for or on account of the Inter-Company Claims;
                and

            


    

     

    
      	 	
              (5)

            	
              until
                the Secured Moneys and all moneys due or owing under the Transaction
                Documents have been paid in full, until the subordination under this
                clause has been terminated and until this agreement has been fully
                discharged, no Transaction Party
                may:

            


    

     

    ·          
      make
      a
      claim or exercise a right, power or remedy against another Transaction Party
      under any agreement, document or otherwise;

     

    ·         
      accept,
      or ensure the grant of, or permit any Encumbrance or Guarantee from a
      Transaction Party or any surety in favour of another Transaction Party to
      exist;

     

    ·          
      exercise,
      or attempt to exercise, any right of set-off against, nor realise any
      Encumbrance from, a Transaction Party or any surety; or

     

    ·         
      raise
      any
      defence or counterclaim in reduction or discharge of any obligation owed by
      a
      Transaction Party to another Transaction Party or any surety.

     

    (b)    Despite
      clause 8.28(a),
      a
      Transaction Party (“First Transaction Party”) may reimburse or indemnify another
      Transaction Party (“Second Transaction Party”) for costs and expenses incurred
      by the Second Transaction Party on behalf of the First Transaction Party in
      the
      Ordinary Course of Business if at the time of the payment no Default has
      occurred and is continuing.

     

    8.29    Term
      of undertakings

     

    Unless
      the Agent otherwise agrees in writing, until:

     

    (a)      
      the
      Commitment is cancelled; and

     

    (b)     
      the
      Secured Moneys are unconditionally repaid in full; and

     

    each
      Transaction Party must, at its own cost, comply with its undertakings in this
      clause 8.

     

    9      
      Cashflow
      Model 

    
      

    

    9.1 Calculations

     

    Any
      amount or figure to be calculated or estimated under or for the purposes of
      the
      definitions of “Loan Life Cover Ratio”, “Project Life Cover Ratio”, “Operating
      Costs” and “Revenue” is to be calculated by the Agent or, at the request of the
      Agent, by the Borrower on the basis of the latest Cashflow Model and accounts
      and other financial information provided under clause 8.6
      or, if
      the Borrower or the Guarantor is at any relevant time in default in delivering
      accounts and other financial information under clause 8.6,
      as
      estimated by the Agent on the basis of the latest Cashflow Model and other
      accounts and information available to the Agent.

     

    
      
        
        

      

      
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                          9    Cashflow
                            Model

                        

                      


              

            

             

          

        

      

    

    9.2    
      Calculations
      in United States Dollars

     

    All
      calculations under this agreement will be made in United States Dollars. For
      the
      purpose of determining Operating Costs and Revenue for any period, any amount
      paid or received by the Borrower in a currency other than United States Dollars
      will:

     

    (a)      
      to
      the
      extent the amount paid or received has been converted from or to United States
      Dollars by the Borrower, be taken into account as that United States Dollar
      amount; and

     

    (b)      
      to
      the
      extent that no conversion has taken place, be taken into account as the amount
      of United States Dollars converted from that other currency at the spot rate
      for
      the purchase of United States Dollars with that currency quoted by the Agent
      at
      or about 8.00 am on the last day of the period.

     

    9.3     
      Maintenance

     

    The
      Cashflow Model will be maintained and updated regularly by the Borrower until
      the Final Repayment Date.

     

    9.4     
      Update
      of Cashflow Model

     

    In
      addition to the Quarterly updates of the Cashflow Model described in clause
      9.6
      the
      Agent may, and the Borrower will at the request of the Agent, update the
      Cashflow Model in the following circumstances:

     

    (a)      
      at
      any
      time to reflect any changes to the Project Plan agreed to by the
      Agent;

     

    (b)      at
      any
      other time to reflect any material changes in the technical assumptions or
      economic assumptions for the Cashflow Model, determined by the Agent in its
      reasonable discretion.

     

    9.5     
      Factors
      since commencement of production

     

    Any
      updating of the Cashflow Model under clause 9.4
      or
9.6
      will
      take into account:

     

    (a)      
      actual
      Revenue and Operating Costs; and

     

    (b)     
      actual
      performance of the Project,

     

    during
      the term of the Facility.

     

    9.6     
      Delivery
      of updated Cashflow Model

     

    (a)      
      A
      copy of
      any updated Cashflow Model must promptly be delivered:

     

    
      	(b)	
              by
                the Borrower to the Agent, along with the Quarterly compliance certificate
                described under clause 8.7(g)
                on
                each Quarterly Date; and

            


    

     

    (c)      
      by
      the
      Agent to the Borrower promptly following any update or revision made by the
      Agent.

     

    9.7     
      Determination
      is binding

     

    (a)      
      The
      technical assumptions, economic assumptions and other terms of the Cashflow
      Model under this clause 9
      will be
      determined by the Agent (acting reasonably), and, absent manifest error, a
      determination by the Agent (acting reasonably) is final and binding on the
      Transaction Parties.

     

    (b)      
      If
      so
      requested by the Borrower, the Agent must hold discussions with the Borrower
      in
      good faith regarding the terms of the Cashflow Model and any update or proposed
      update of the Cashflow Model, and the economic assumptions and technical
      assumptions to be used in the Cashflow Model.

     

    
      
        
        

      

      
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                            10    Transaction
                              Accounts

                          

                        

                      


              

            

             

          

        

      

    

    10    
Transaction
      Accounts 

    
      

    

    10.1    Establishment
      of Transaction Accounts

     

    The
      Borrower covenants and agrees with the Agent:

     

    (a)      
      to
      establish and maintain 2 United States Dollars denominated interest bearing
      accounts located in the United States of America in a place and with a bank
      or
      financial institution reasonably acceptable to the Agent, those accounts to
      be
      called
      respectively:

     

    
      	 	
              (1)

            	
              the
                “Montana Tunnels Mine - Operating Account”;
                and

            


    

     

    
      	 	
              (2)

            	
              the
                “Montana Tunnels Mine - Proceeds
                Account”;

            


    

     

    (b)      
      to
      maintain the Transaction Accounts in the location and with the bank or financial
      institution at which that account was originally established and not change
      that
      account to another bank or financial institution without the Agent’s prior
      written consent;

     

    (c)      
      to
      cause
      all interest and other earnings on a Transaction Account to be credited to
      that
      Transaction Account; and

     

    (d)      to
      deal
      with the amounts standing to the credit of a Transaction Account in accordance
      with this clause 10
      and not
      otherwise.

     

    10.2    Project
      Operating Account

     

    The
      Borrower must: 

     

    (a)      
      deposit,
      or cause to be deposited, into the Project Operating Account all money received
      in connection with the Project (including proceeds of sales of assets and
      insurance proceeds); and

     

    (b)     
      operate
      that account in accordance with Good Industry Practice and in accordance with
      the MDOA.

     

    10.3    Proceeds
      Account 

     

    (a)      
      The
      Borrower must deposit, or cause to be deposited, into the Proceeds
      Account:

     

    
      	 	
              (1)

            	
              all
                of the Borrower’s entitlement under the MDOA to all amounts deposited into
                the Project Operating Account in accordance with clause 10.2(a);
                and

            


    

     

    
      	 	
              (2)

            	
              the
                proceeds of all Funding Portions.

            


    

     

    (b)      
      The
      Borrower must not make any withdrawal
      from the Proceeds Account for any purpose unless:

     

    
      	 	
              (1)

            	
              no
                Default or Review Event has occurred and is continuing, or would
                occur as
                a result of making that withdrawal;
                and

            


    

     

    
      	 	
              (2)

            	
              the
                funds remaining in the Proceeds Account after that withdrawal, are
                in
                aggregate equal to or greater than
                US$1,000,000.

            


    

     

    So
      long
      as clauses 3.2
      and
10.3
      would
      not be violated, the Borrower may withdraw funds from the Proceeds Account
      at
      any time and for any reason.

     

    10.4    Limit
      on withdrawals

     

    (a)      
      If
      an
      Event of Default has occurred and while it is continuing, withdrawals from
      a
      Transaction Account may only be made with the prior written approval of the
      Agent or a Receiver appointed by the Agent.

     

    
      
        
        

      

      
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          48

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  		
                          
                            
                              
                                11    Events
                                  of Default

                              

                            

                          

                        


                

              

               

            

          

        

      

    

    (b)      
      If
      a
      Potential Event of Default or Review Event has occurred and while it is
      continuing, withdrawals from a Transaction Account may be made with the prior
      written approval of the Agent (that approval not to be unreasonably withheld
      or
      delayed).

     

    11 Events
      of
      Default 

    
      

    

    11.1 Events
      of Default

     

    It
      is an
      Event of Default, whether or not it is within the control of a Transaction
      Party, if:

     

    (a)      
      failure
      to pay:
      a
      Transaction Party fails to pay or repay any part of the Secured Moneys when
      due
      and payable by it;

     

    (b)     
      non-remediable
      failure:
      a
      Transaction Party fails to perform any undertaking or obligation of it under
      any
      Transaction Document (other than as described in paragraph 11.1(a)or
      a
      failure to perform clause 8.25(a))
      and
      that failure is not
      in the
      opinion of the Agent remediable;

     

    (c)      
      remediable
      failure:
      the
      failure described in clause 11.1(b)
      is
      in the
      opinion of the Agent remediable, and the Transaction Party does not remedy
      the
      failure within 15 Business
      Days after the Transaction Party becomes aware of that failure or receives
      a
      notice from the Agent specifying the failure (whichever occurs
      earliest);

     

    (d)      
      Mineral
      Rights:

     

    
      	 	
              (1)

            	
              a
                Key Mineral Right is terminated or otherwise ceases to be in full
                force
                and effect; or

            


    

     

    
      	 	
              (2)

            	
              a
                Key Mineral Right is abandoned, terminated or otherwise determined
                in the
                opinion of the Agent to be invalid or owned by a person other than
                the
                Borrower or EKT.

            


    

     

    The
      parties specifically agree that the imposition of a Federal Royalty will not
      be
      an Event of Default;

     

    (e)      
      Ratios:
      the
      Agent calculates, having regard to the most recent Cashflow Model, that as
      at
      any Calculation Date:

     

    
      	 	
              (1)

            	
              the
                LLCR is less than 1.2:1; or

            


    

     

    
      	 	
              (2)

            	
              the
                PLCR is less than 1.5:1;

            


    

     

    (f)       
      Project
      Documents:
      any
      party to a Project Document (other than EKT in respect of the MDOA) fails to
      perform or observe, in any material respect, any of its material undertakings
      or
      obligations under a Project Document and that party does not remedy the failure
      within the grace period stated in the Project Document or, if no grace period
      is
      stated, within 15 Business Days;

     

    (g)     
      Authorisations:
      the
      Borrower fails to maintain and comply in all material respects with all
      applicable Authorisations that relate to the development, construction and
      operation of the Project and such failure has had, or is reasonably likely
      to
      have, a Material Adverse Effect;

     

    (h)     
      abandonment:
      all or
      any material part of the Project is abandoned or placed on a “care and
      maintenance” basis for more than 5 consecutive days;

     

    (i)       
      destruction
      of Secured Property:
      all or
      a material part of the Secured Property is destroyed, lost or damaged beyond
      repair or proves to be materially defective in circumstances not covered fully
      by any insurance in favour of a Transaction Party;

     

    (j)       
      expropriation:
      all or
      a material part of the Secured Property is seized, nationalised, compulsorily
      acquired or expropriated by, or by order of, a Government Agency or under any
      law or a Government Agency orders the sale, vesting or divesting of all or
      a
      material part of the Secured Property, or a restraint, restriction, prohibition,
      intervention, law, decree or other order of a Government Agency or any other
      matter or thing occurs which wholly or partially prevents or
      hinders:

     

    
      
        
        

      

      
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          49

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    		
                            
                              
                                
                                  11    Events
                                    of Default

                                

                              

                            

                          


                  

                

                 

              

            

          

        

      

    

    
      	 	
              (1)

            	
              the
                performance by a Transaction Party of any of its obligations under
                a
                Document; or

            


    

     

    
      	 	
              (2)

            	
              the
                construction, development or operation of the Project or the Project
                Assets;

            


    

     

    (k)      
      misrepresentation:
      any
      representation or warranty or statement made, or taken to have been made, of
      a
      Transaction Party under or in connection with a Transaction Document is found
      to
      have been incorrect or misleading when made or repeated, or taken to have been
      made or repeated, unless rectified within 20 Business Days of that
      representation or warranty or statement having been made or taken to have been
      made;

     

    (l)       
      acceleration
      of payments:
      a
      Transaction Party does anything which constitutes an event, whatever called,
      which causes or enables the acceleration of a payment to be made under a
      Document, or the enforcement or termination or recision of a
      Document;

     

    (m)     
      cross
      default:
      any
      Financial Indebtedness of a Transaction Party in an amount in excess of
      US$500,000:

     

    
      	 	
              (1)

            	
              becomes
                due and payable, or becomes capable of being declared due and payable,
                before the scheduled date for payment;
                or

            


    

     

    
      	 	
              (2)

            	
              is
                not paid when due (after taking into account any applicable grace
                period);
                

            


    

     

    (n)     
      Encumbrance:
      any
      Encumbrance is enforced, or becomes capable of being enforced, against a
      material asset of a Transaction Party;

     

    (o)      
      judgment:
      a
      judgment in an amount exceeding US$500,000 is obtained against a Transaction
      Party and that judgement has not been paid and satisfied, vacated, discharged,
      stayed or bonded pending appeal within 15 Business
      Days from the entry of that judgment;

     

    (p)      
      execution:
      a
      distress, attachment, execution or other process of a Government Agency is
      issued against, levied or entered upon an asset of a Transaction Party in an
      amount exceeding US$500,000 and is not set aside or satisfied within
15 Business
      Days;

     

    (q)      
      winding
      up:
      any of
      the following occur:

     

    
      	 	
              (1)

            	
              an
                application is made;

            


    

     

    
      	 	
              (2)

            	
              an
                order is made; or

            


    

     

    
      	 	
              (3)

            	
              a
                resolution is passed
                or
                any steps are taken to pass a
                resolution,

            


    

     

    for
      the
      winding up of any Transaction Party;

     

    (r)      
      administration,
      liquidation, receivership etc:
      any of
      the following occur:

     

    
      	 	
              (1)

            	
              an
                administrator, liquidator, provisional liquidator, receiver, receiver
                and
                manager, official manager, trustee, controller or similar official
                is
                appointed,
                or any steps are taken to that appointment;
                or

            


    

     

    
      	 	
              (2)

            	
              a
                resolution to appoint an administrator, liquidator, provisional
                liquidator, receiver, receiver and manager, official manager, trustee,
                controller or similar official is passed,
                or any steps are taken to pass a resolution to that
                appointment,

            


    

     

    to
      a
      Transaction Party or over the assets of a Transaction Party;

     

    (s)      
      deregistration:
      a
      Transaction Party is deregistered, or any steps are taken to deregister a
      Transaction Party under any applicable law;

     

    (t)      
      suspends
      payment:
      a
      Transaction Party suspends payment of its debts generally;

     

    (u)      insolvency:
      a
      Transaction Party: 

     

    
      	 	
              (1)

            	
              is
                unable to pay its debts when they are
                due;

            


    

     

    
      	 	
              (2)

            	
              states
                that it is insolvent or unable to pay its debts when they are due;
                or

            


    

     

    
      
        
        

      

      
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          50

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    		
                            
                              
                                
                                  11    Events
                                    of Default

                                

                              

                            

                          


                  

                

                 

              

            

          

        

      

    

    
      	 	
              (3)

            	
              is
                presumed to be insolvent or becomes insolvent under administration
                as
                defined or recognised under any applicable law, or action is taken
                which
                could result in those events;

            


    

     

    (v)      
      arrangements:
      a
      Transaction Party enters into or resolves to enter into any arrangement,
      composition or compromise with, or assignment for the benefit of, any of its
      creditors;

     

    (w)     
      reorganisation: a
      Transaction Party implements a merger, demerger or scheme of arrangement with
      any person where the Transaction Party would not be the surviving
      party;

     

    (x)      
      amendment
      of constituent documents:
      the
      memorandum and articles of association, constitution or other constating
      documents (including a by-law) of a Transaction Party are amended in a manner
      that has, or is reasonably likely to have, a Material Adverse
      Effect;

     

    (y)      ceasing
      business:
      a
      Transaction Party ceases to carry on business;

     

    (z)      
      de-listing
      on Exchange:
      except
      with the prior written consent of the Agent, APG ceases to have its ordinary
      shares listed for trading on an Exchange;

     

    (aa)    
unenforceability:

     

    
      	 	
              (1)

            	
              a material provision
                of a Document is illegal, void, voidable or
                unenforceable;

            


    

     

    
      	 	
              (2)

            	
              any
                person becomes entitled to terminate, rescind or avoid any
                material provision of any Document;
                or

            


    

     

    
      	 	
              (3)

            	
              the
                execution, delivery or performance of a Document by a Transaction
                Party
                breaches or results in a contravention of any
                law;

            


    

     

    (bb)    Material
      Adverse Effect:
      any
      event occurs which has or is reasonably likely to have a Material Adverse
      Effect; or

     

    (cc)    
jurisdictional
      equivalent: anything
      analogous or having a substantially similar effect to any of the events
      specified in clauses 11.1(q),
      11.1(r),
      11.1(s),
      11.1(t),
      11.1(u),
      11.1(v)
      or
11.1(w)
      happens
      under the law of any applicable jurisdiction.

     

    11.2 Effect
      of Event of Default

     

    (a)      
      If
      an
      Event of Default occurs the Agent may, at any time after its occurrence by
      notice to the Borrower declare that:

     

    
      	 	
              (1)

            	
              the
                Secured Moneys are immediately due and payable;
                or

            


    

     

    
      	 	
              (2)

            	
              the
                Commitment is cancelled,

            


    

     

    or
      make
      each of the declarations under clauses 11.2(a)(1)
      and
11.2(a)(2).

     

    (b)     
      The
      Borrower must immediately repay the Secured Moneys on receipt of a notice under
      clause 11.2(a)(1).

     

    11.3    Transaction
      Parties to continue to perform

     

    (a)      
      If
      the
      Agent makes a declaration under clause 11.2
      or a
      gives a notice under clause 11.5(d):

     

    
      	 	
              (1)

            	
              the
                declaration or notice does not affect the obligations of a Transaction
                Party under the Transaction Documents;
                and

            


    

     

    
      	 	
              (2)

            	
              each
                Transaction Party must continue to perform its obligations under
                the
                Transaction Documents as if the declaration had not been made or
                the
                notice had not been given, subject to any directions given by a Finance
                Party under any Transaction
                Document.

            


    

     

    (b)      
      Clause 11.3(a)
      does not
      affect the Borrower’s obligations under clause 11.2.

     

    
      
        
        

      

      
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          51

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      		
                              
                                
                                  
                                    
                                      12    Increased
                                        costs and
                                        illegality

                                    

                                  

                                

                              

                            


                    

                  

                   

                

              

            

          

        

      

    

    11.4    Enforcement

     

    (a)      
      The
      Transaction Documents may be enforced without notice to a Transaction Party
      or
      any other person even if: 

     

    
      	 	
              (1)

            	
              a
                Finance Party accepts any part of the Secured Moneys after an Event
                of
                Default; or 

            


    

     

    
      	 	
              (2)

            	
              there
                has been any other Event of
                Default.

            


    

     

    (b)      
      No
      Finance Party is liable to any Transaction Party for any Loss a Transaction
      Party may suffer, incur or be liable for arising out of or in connection with
      a
      Finance Party exercising any Power, except with respect to the gross negligence
      or wilful misconduct of a Finance Party to the extent specifically set out
      in a
      Transaction Document.

     

    11.5    Review
      event

     

    (a)      
      It
      is a
      review event if
      there is
      a change in Control or a material change in the composition of the board or
      Key
      Personnel of a Transaction Party.

     

    (b)     
      Each
      Transaction Party must notify the Agent as soon as it becomes aware of the
      occurrence of a Review Event.

     

    (c)      
      The
      Financier has the right to review the Facility for a period of 30 days from
      the
      date on which the Agent receives a notice under clause 11.5(b)
      or
      becomes aware of the occurrence of a Review Event.

     

    (d)      
      If
      the
      Financier decides that it does not wish to continue to provide the Facility
      following the occurrence of a Review Event, it must give written notice to
      that
      effect to the Borrower within the 30 day review period referred to in clause
      11.5(c).
      The
      notice must state a date (not earlier than 90 days from the date of the service
      of the notice) by which the Secured Moneys must be paid in full, and the
      Borrower must pay the Secured Moneys to the Agent in full on the date nominated
      in the notice.

     

    12    
Increased
      costs and illegality 

    
      

    

    12.1    Increased
      costs

     

    (a)      
      If
      the
      Financier determines that any Change in Law affecting it or any of its Holding
      Companies directly or indirectly:

     

    
      	 	
              (1)

            	
              increases
                the effective cost to the Financier of performing its obligations
                under
                the Transaction Documents or funding or maintaining the Commitment
                or the
                Principal Outstanding;

            


    

     

    
      	 	
              (2)

            	
              reduces
                any amount received or receivable by the Financier under the Transaction
                Documents; or

            


    

     

    
      	 	
              (3)

            	
              in
                any other way reduces the effective return to the Financier or any
                Affiliate under the Transaction Documents or the overall return on
                capital
                of the Financier or any Affiliate,

            


    

     

    (each
      an
Increased
      Cost),
      the
      Borrower must pay to the Financier on demand compensation for the Increased
      Cost
to
      the
      extent attributed by the Financier or Affiliate (using the methods it considers
      appropriate) to the Financier’s obligations under the Transaction Documents or
      the funding or maintenance of the Commitment or the Principal
      Outstanding.

     

    (b)      
      A
      claim
      under clause 12.1(a)
      in the
      absence of manifest error, is sufficient evidence of the amount to which the
      Finance Party is entitled under clause 12.1(a)
      unless
      the contrary is proved.

     

    
      
        
        

      

      
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          52

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        		
                                
                                  
                                    
                                      
                                        
                                          13    Indemnities
                                            and Break
                                            Costs

                                        

                                      

                                    

                                  

                                

                              


                      

                    

                     

                  

                

              

            

          

        

      

    

    (c)      
      If
      the
      Borrower receives a demand from the Financier under clause 12.1(a),
      the
      Borrower may, by written notice to the Agent on or before the date which is
      20 Business Days after the date of that demand, cancel the Commitment and
      prepay the Secured Moneys in full. 

     

    (d)      
      A
      notice
      under clause 12.1(c)
      is
      irrevocable and the Borrower must, on the date which is 40 Business Days
      after the date that the notice is given, pay to the Agent on account of the
      Financier the Secured Moneys in full.

     

    12.2    Illegality

     

    (a)      
      Subject
      to clause 12.2(c),
      if any
      Change in Law or other event makes it illegal for the Financier to perform
      its
      obligations under the Transaction Documents or fund or maintain the Commitment,
      the Financier may by notice to the Borrower:

     

    
      	 	
              (1)

            	
              suspend
                its obligations under the Transaction Documents for the duration
                of the
                illegality; or

            


    

     

    
      	 	
              (2)

            	
              by
                notice to the Borrower, cancel the Commitment and require the Borrower
                to
                repay the Secured Moneys in full on the date which is 40 Business
                Days after the date on which the Financier gives the notice or any
                earlier
                date required by, or to comply with, the applicable
                law.

            


    

     

    (b)      
      A
      notice
      under clause 12.2(a)(2)
      is
      irrevocable and the Borrower must, on the repayment date determined under
      clause 12.2(a)(2),
      pay to
      the Agent on account of the Financier the Secured Moneys in full.

     

    (c)      
      If
      any
      Change in Law or other event that makes it illegal for the Financier to perform
      its obligation under a Financier Hedging Agreement is a Termination Event under
      that Financier Hedging Agreement, then the provisions of the relevant Financier
      Hedging Agreement will apply with respect to that Termination Event, and this
      clause 12.2
      will not
      apply.

     

    12.3    Reduction
      of Commitment

     

    The
      Commitment is reduced by any amount of Secured Moneys paid under this clause
      12
      and
      accordingly an amount paid under this clause 12
      may not
      be redrawn. 

     

    13    Indemnities
      and
      Break Costs 

    
      

    

    13.1    General
      indemnity

     

    (a)      
      Each
      Transaction Party indemnifies each Finance Party against any Loss which that
      Finance Party, a Receiver (whether acting as agent of the Borrower or of a
      Finance Party) or an Attorney pays, suffers, incurs or is liable for, in respect
      of any of the following:

     

    
      	 	
              (1)

            	
              a
                Funding Portion required by a Funding Notice not being made for any
                reason
                including any failure by a Transaction Party to fulfil any condition
                precedent contained in clause 2,
                but excluding any default by that Finance
                Party;

            


    

     

    
      	 	
              (2)

            	
              the
                occurrence of any Default;

            


    

     

    
      	 	
              (3)

            	
              a
                Finance Party exercising its Powers consequent upon or arising out
                of the
                occurrence of any Default; 

            


    

     

    
      	 	
              (4)

            	
              the
                non-exercise, attempted exercise, exercise or delay in the exercise
                of any
                Power;

            


    

     

    
      	 	
              (5)

            	
              any
                act or omission of a Security Provider or any of its employees or
                agents;

            


    

     

    
      
        
        

      

      
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          53

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          		
                                  
                                    
                                      
                                        
                                          
                                            13    Indemnities
                                              and Break
                                              Costs

                                          

                                        

                                      

                                    

                                  

                                


                        

                      

                       

                    

                  

                

              

            

          

        

      

    

    
      	 	
              (6)

            	
              the
                occupation, use or ownership of any Secured Property by a Security
                Provider or any of its employees or
                agents;

            


    

     

    
      	 	
              (7)

            	
              any
                workers’ compensation claim by any employee of a Security
                Provider;

            


    

     

    
      	 	
              (8)

            	
              any
                insurance policy in respect of any Secured
                Property;

            


    

     

    
      	 	
              (9)

            	
              any
                compulsory acquisition or statutory or judicial divestiture of any
                Secured
                Property; 

            


    

     

    
      	 	
              (10)

            	
              any
                other thing in respect of a Security or any Secured Property;
                and

            


    

     

    
      	 	
              (11)

            	
              any
                payment made by the Financier to the Agent to indemnify the Agent
                for a
                Loss the Agent pays, suffers, incurs or is liable for in acting as
                Agent.

            


    

     

    (b)     
      The
      indemnity in clause 13.1(a),
      includes: 

     

    
      	 	
              (1)

            	
              the
                amount determined by a Finance Party as being incurred by reason
                of the
                liquidation or re-employment of deposits or other funds acquired
                or
                contracted for by the Finance Party to fund or maintain the Commitment;
                and

            


    

     

    
      	 	
              (2)

            	
              loss
                of margin,

            


    

     

    but
      does
      not include any Loss arising out of or due to the gross negligence or wilful
      misconduct of a Finance Party.

     

    13.2    Break
      Costs

     

    The
      Borrower must, within 3 Business Days of demand by the Agent, pay to the
      Agent for the account of each Finance Party its Break Costs attributable to
      all
      or any part of a Funding Portion being prepaid or repaid by the Borrower on
      a
      day other than the last day of the Interest Period for that Funding
      Portion.

     

    13.3    Foreign
      currency indemnity

     

    If,
      at
      any time:

     

    (a)      
      a
      Finance
      Party, a Receiver or an Attorney receives or recovers any amount payable by
      a
      Transaction Party including:

     

    
      	 	
              (1)

            	
              under
                any judgment or order of any Government
                Agency;

            


    

     

    
      	 	
              (2)

            	
              for
                any breach of any Transaction
                Document;

            


    

     

    
      	 	
              (3)

            	
              on
                the liquidation or bankruptcy of the Transaction Party or any proof
                or
                claim in that liquidation or bankruptcy;
                or

            


    

     

    
      	 	
              (4)

            	
              any
                other thing into which the obligations of the Transaction Party may
                have
                become merged; and

            


    

     

    (b)     
      the
      Payment Currency is not the Relevant Currency,

     

    the
      Borrower indemnifies each Finance Party, Receiver or Attorney against any
      shortfall between the amount payable in the Relevant Currency and the amount
      actually or notionally received or recovered by each Finance Party, Receiver
      or
      Attorney after the Payment Currency is converted or translated into the Relevant
      Currency under clause 13.4.

     

    13.4    Conversion
      of currencies

     

    In
      making
      any currency conversion under clause 13.3,
      a
      Finance Party, Receiver or Attorney may itself or through its bankers purchase
      one currency with another, whether or not through an intermediate currency,
      whether spot or forward, in the manner and amounts and at the times it thinks
      fit.

     

    
      
        
        

      

      
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                                              14    Fees,
                                                Tax, costs and
                                                expenses

                                            

                                          

                                        

                                      

                                    

                                  

                                


                        

                      

                       

                    

                  

                

              

            

          

        

      

    

    13.5    Continuing
      indemnities and evidence of Loss

     

    (a)     
      Each
      indemnity of a Transaction Party in a Transaction Document is a continuing
      obligation of the Transaction Party, despite:

     

    
      	 	
              (1)

            	
              any
                settlement of account; or

            


    

     

    
      	 	
              (2)

            	
              the
                occurrence of any other thing,

            


    

     

    and
      remains in full force and effect until:

     

    
      	 	
              (3)

            	
              the
                Secured Moneys are fully and finally repaid;
                and

            


    

     

    
      	 	
              (4)

            	
              each
                Security has been finally
                discharged.

            


    

     

    (b)      
      Each
      indemnity of a Transaction Party in a Transaction Document is an additional,
      separate and independent obligation of a Transaction Party and no one indemnity
      limits the general nature of any other indemnity.

     

    (c)      
      Each
      indemnity of a Transaction Party in a Transaction Document survives the
      termination of any Transaction Document.

     

    (d)      
      A
      certificate given by an Officer of a Finance Party detailing the amount of
      any
      Loss covered by any indemnity in a Transaction Document is sufficient evidence
      unless the contrary is proved.

     

    14    
Fees,
      Tax, costs and expenses 

    
      

    

    14.1    Arrangement
      fee

     

    The
      Borrower must, on or before the date that the first Funding Portion is provided
      under clause 5.1,
      pay to
      the Agent a non-refundable and non-rebateable arrangement fee equal to 1.5%
      of
      the Commitment, being US$120,000.

     

    14.2    Commitment
      fee

     

    The
      Borrower must pay the Financier a
      non-refundable commitment fee equal to 0.75% per annum calculated on a daily
      basis on the average monthly balance of the Undrawn Commitment on the basis
      of a
      360 day year and for the actual number of days elapsed. The commitment fee
      is to commence on the date the conditions precedent in clause 2.1
      are
      satisfied and is to be paid
      in
      arrears on
      each
      subsequent Quarterly Date and on the last
      day
      of the Availability Period.

     

    14.3    Tax

     

    (a)      
      The
      Borrower must pay any Tax, other than an Excluded Tax in respect of any Finance
      Party, which is payable in respect of a Transaction Document (including in
      respect of the execution, delivery, performance, release, discharge, amendment
      or enforcement of a Transaction Document).

     

    (b)     
      The
      Borrower must pay any fine, penalty or other cost in respect of a failure to
      pay
      any Tax described in clause 14.3(a)
      except
      to the extent that the fine, penalty or other cost is caused by the Agent’s
      failure to lodge money received from the Borrower within 5 Business Days
      before the due date for lodgement.

     

    (c)     
      The
      Borrower indemnifies each Finance Party against any amount payable under
      clause 14.3(a)
      or
14.3(b).

     

    
      
        
        

      

      
        page
          55

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            		
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  15    Interest
                                                    on overdue
                                                    amounts

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  


                          

                        

                         

                      

                    

                  

                

              

            

          

        

      

    

    14.4    Costs
      and expenses

     

    The
      Borrower must pay all costs and expenses of each Finance Party in relation
      to:

     

    (a)      
      the
      negotiation, preparation, execution, delivery, stamping, registration,
      completion, variation and discharge of any Transaction Document;

     

    (b)     
      the
      enforcement, protection or waiver of any rights under any Transaction
      Document;

     

    (c)      
      the
      consent or approval of a Finance Party given under any Transaction Document;
      

     

    (d)     
      any
      enquiry by a Government Agency involving the Borrower; and

     

    (e)      
      1
      site
      visit for 2 representatives of the Finance Parties to the Project on the
      occurrence of:

     

    
      	 	
              (1)

            	
              a
                material change in the Project
                Plan;

            


    

     

    
      	 	
              (2)

            	
              a
                potential Default, occurrence and continuance of a Default or an
                Event of
                Default (as that expression is defined in any Transaction Document);
                or

            


    

     

    
      	 	
              (3)

            	
              a
                Termination Event,

            


    

     

    including:
      

     

    (f)      
      any
      administration costs of each Finance Party in relation to the matters described
      in clause 14.4(c)
      or
14.4(d);
      and


     

    (g)     
      any
      reasonable legal costs and expenses and any professional consultant’s
      fees
      on a
      full indemnity basis.

     

    15    
Interest
      on overdue amounts 

    
      

    

    15.1    Payment
      of interest

     

    Each
      Transaction Party must pay interest on:

     

    (a)      
      any
      of
      the Secured Moneys due and payable by it, but unpaid; and

     

    (b)     
      any
      interest payable but unpaid under this clause 15.

     

    15.2    Accrual
      of interest

     

    The
      interest payable under this clause 15:

     

    (a)      
      accrues
      from day to day from and including the due date for payment up to the actual
      date of payment, before and, as an additional and independent obligation, after
      any judgment or other thing into which the liability to pay the Secured Moneys
      becomes merged; and

     

    (b)     
      may
      be
      capitalised at monthly intervals.

     

    15.3    Rate
      of interest

     

    The
      rate
      of interest payable under this clause 15
      on any
      part of the Secured Moneys is the higher of:

     

    (a)      
      the
      Overdue Rate determined by the Agent:

     

    
      	 	
              (1)

            	
              on
                the date that part of the Secured Moneys becomes due and payable
                but is
                unpaid; and

            


    

     

    
      	 	
              (2)

            	
              on
                each date which is 1 month after the immediately preceding date on
                which the Overdue Rate was determined under this clause 15.3(a);
                and

            


    

     

    (b)     
      the
      rate
      fixed or payable under a judgment or other thing referred to in
      clause 15.2(a).

     

    
      
        
        

      

      
        page
          56

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              		
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      16    Assignment

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    


                            

                          

                           

                        

                      

                    

                  

                

              

            

          

        

      

    

    16    
Assignment 

    
      

    

    16.1    Assignment
      by Transaction Party

     

    A
      Transaction Party must not assign or novate any of its rights or obligations
      under a Transaction Document without the prior written consent of the
      Agent.

     

    16.2    Borrower
      obligation in registered form

     

    The
      obligation of the Borrower to pay principal and interest under this agreement
      is
      taken to be in registered form for the purposes of the United States Internal
      Revenue Code, Sections 871(h)(6), 881(c)(6), 163(f) and the regulations issued
      thereunder, including Temp. Treas. Reg. Section 5f.163-1(a) and Temp. Treas.
      Reg. Section 5f.103-1. Accordingly the Borrower must maintain a book entry
      system to record the owner of the right to principal and interest and must
      issue
      to the Financier a Promissory Note evidencing a Funding Portion and making
      specific reference to the comply with the registration requirements in order
      to
      effect a transfer of the rights under the obligation, and clause 16.3
      will
      apply to any assignment by the Financier of its rights under a Transaction
      Document with respect to the obligation of the Borrower to pay principal and
      interest.

     

    16.3    Assignment
      by Finance
      Party

     

    (a)      
      A
      Finance
      Party may assign or novate any of its rights and obligations under a Transaction
      Document to any person if:

     

    
      	 	
              (1)

            	
              any
                necessary prior Authorisation is
                obtained;

            


    

     

    
      	 	
              (2)

            	
              the
                assignment or novation is to a person in the RMB group of companies
                (which
                term includes any person, partnership or corporate entity in that
                group)
                or, after consultation with the Borrower, to a reputable bank or
                financial
                institution or to a combination of reputable banks and financial
                institutions; and

            


    

     

    
      	 	
              (3)

            	
              it
                notifies the Agent and the
                Borrower.

            


    

     

    (b)      
      In
      the
      event that the Financier elects to assign any of its rights under clause
16.3(a),
      the
      Financier must surrender to the Borrower each Promissory Note then on issue,
      and
      the Borrower must reissue those Promissory Notes to the assignee. An assignment
      by the Financier will be taken to be effective when the Promissory Notes are
      reissued by the Borrower.

     

    16.4    Assist

     

    Each
      party must do any thing which the Agent reasonably requests including, executing
      any documents or amending any Transaction Document, to effect any transfer,
      assignment or novation under this clause 16.

     

    16.5    Participation
      not
      permitted

     

    A
      Finance
      Party may not grant a participation interest (being a right to share in the
      financial benefits of this agreement, without any rights against a Transaction
      Party) in any of that Finance Party’s rights and benefits under this agreement
      to any other person.

     

    16.6    Lending
      Office

     

    (a)      
      A
      Finance
      Party may change its Lending Office at any time.

     

    (b)     
      A
      Financier must promptly notify the Agent and the Borrower of the
      change.

     

    
      
        
        

      

      
        page
          57

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                		
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          17    Saving
                                                            provisions

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      


                              

                            

                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    16.7    No
      increase in costs

     

    If
      a
      Finance Party assigns or novates any of its rights or obligations under any
      Transaction Document or changes its Lending Office, no Transaction Party is
      required to pay any net increase in the aggregate amount of costs,
      Taxes,
      fees or charges which is a
      direct
      consequence of the transfer or assignment or change of Lending
      Office.

     

    17    
Saving
      provisions 

    
      

    

    17.1    No
      merger of security

     

    (a)      
      Nothing
      in this agreement merges, extinguishes, postpones, lessens or otherwise
      prejudicially affects:

     

    
      	 	
              (1)

            	
              any
                Encumbrance or indemnity in favour of any Finance Party;
                or

            


    

     

    
      	 	
              (2)

            	
              any
                Power.

            


    

     

    
      	(b)	
              No
                other Encumbrance or Transaction Document which a Finance Party has
                the
                benefit of in any way prejudicially affects any
                Power.

            


    

     

    17.2    Exclusion
      of moratorium

     

    To
      the
      extent not excluded by law, a provision of any legislation which directly or
      indirectly:

     

    (a)      
      lessens,
      varies or affects in favour of a Transaction Party any obligations under a
      Transaction Document; or

     

    (b)      stays,
      postpones or otherwise prevents or prejudicially affects the exercise by any
      Finance Party of any Power,

     

    is
      negatived and excluded from each Transaction Document and all relief and
      protection conferred on a Transaction Party by or under that legislation is
      also
      negatived and excluded.

     

    17.3    Conflict

     

    Where
      any
      right, power, authority, discretion or remedy conferred on a Finance Party,
      a
      Receiver or an Attorney by any Transaction Document is inconsistent with the
      powers conferred by applicable law then, to the extent not prohibited by that
      law, those conferred by applicable law are regarded as negatived or varied
      to
      the extent of the inconsistency.

     

    17.4    Consents

     

    (a)      
      Whenever
      the doing of any thing by a Transaction Party is dependent on the consent of
      a
      Finance Party, the Finance Party may withhold its consent or give it
      conditionally or unconditionally in its absolute discretion, unless expressly
      stated otherwise in a Transaction Document.

     

    (b)     
      Any
      conditions imposed on a Transaction Party by a Finance Party under
      clause 17.4(a)
      must be
      complied with by the Transaction Party.

     

    17.5    Principal
      obligations

     

    This
      agreement and each Collateral Security is:

     

    (a)      
      a
      principal obligation and is not ancillary or collateral to any other Encumbrance
      (other than another Collateral Security) or other obligation; and

     

    
      
        
        

      

      
        page
          58

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  		
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            17    Saving
                                                              provisions

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        


                                

                              

                               

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    (b)      
      independent
      of, and unaffected by, any other Encumbrance or other obligation which any
      Finance Party may hold at any time in respect of the Secured
      Moneys.

     

    17.6    Non-avoidance

     

    If
      any
      payment by a Transaction Party to a Finance Party is avoided for any reason
      including any legal limitation, disability or incapacity of or affecting the
      Transaction Party or any other thing, and whether or not:

     

    (a)     
      any
      transaction relating to the Secured Moneys was illegal, void or substantially
      avoided; or

     

    (b)     
      any
      thing
      was or ought to have been within the knowledge of any Finance
      Party,

     

    the
      Transaction Party:

     

    (c)     
      as
      an
      additional, separate and independent obligation, indemnifies each Finance Party
      against that avoided payment; and

     

    (d)      acknowledges
      that any liability of the Transaction Party under the Transaction Documents
      and
      any right or remedy of the Finance Parties under the Transaction Documents
      is
      the same as if that payment had not been made.

     

    17.7    Set-off
      authorised

     

    If
      a
      Transaction Party does not pay any amount when due and payable by it to any
      Finance Party under a Transaction Document, the Finance Party may:

     

    (a)      
      apply
      any
      credit balance in any currency in any account of the Transaction Party with
      the
      Finance Party in or towards satisfaction of that amount;
      and

     

    (b)      
      effect
      any currency conversion which may be required to make an application under
      clause 17.7(a).

     

    17.8    Agent’s
      certificates and approvals

     

    (a)      
      A
      certificate signed by any Officer of the Agent in relation to any amount,
      calculation or payment under any Transaction Document is sufficient evidence
      of
      that amount, calculation or payment unless the contrary is proved.

     

    (b)     
      Where
      any
      provision of a Transaction Document requires the Agent’s approval, that approval
      will not be effective unless and until it is provided in writing.

     

    17.9    No
      reliance or other obligations and risk assumption

     

    Each
      Transaction Party acknowledges and confirms that:

     

    (a)      
      it
      has
      not entered into any Transaction Document in reliance on any representation,
      warranty, promise or statement made by or on behalf of any Finance
      Party;

     

    (b)      
      in
      respect of the transactions evidenced by the Transaction Documents, no Finance
      Party has any obligations other than those expressly set out in the Transaction
      Documents; and

     

    (c)      
      in
      respect of interest rates, exchange rates or commodity prices, no Finance Party
      is liable for any movement in interest rates, exchange rates or commodity prices
      or any information, advice or opinion provided by any Finance Party or any
      person on behalf of any Finance Party, even if:

     

    
      	 	
              (1)

            	
              provided
                at the request of a Transaction Party (it being acknowledged by each
                Transaction Party that those matters are inherently
                speculative);

            


    

     

    
      	 	
              (2)

            	
              relied
                on by a Transaction Party; or

            


    

     

    
      	 	
              (3)

            	
              provided
                incorrectly or negligently.

            


    

     

    
      
        
        

      

      
        page
          59

        
          

        

      

      
        
        

      

    

    

      
        	
                

              	
                18 General

              


      

    

     

    
      	17.10	
              Power
                of attorney

            


    

     

    
      	(a)	
              For
                consideration received, each Transaction Party irrevocably appoints
                the
                Agent and each Officer of the Agent, effective upon the occurrence
                and
                during the continuance of an Event of Default, as the attorney of
                the
                Transaction Party to:

            


    

     

    
      	 	
              (1)

            	
              execute
                and deliver all documents; and

            


    

     

    
      	 	
              (2)

            	
              do
                all things,

            


    

     

    which
      are
      necessary or desirable to give effect to each Transaction Document.

     

    
      	(b)	
              An
                attorney appointed under clause 17.10(a)
                may appoint a substitute attorney to perform any of its
                powers.

            


    

     

    
      	18	
              General

            


    

    
      

    

     

    
      	18.1	
              Confidential
                information

            


    

     

    A
      Finance
      Party must not disclose to any person:

     

    
      	(a)	
              any
                Transaction Document; or

            


    

     

    
      	(b)	
              any
                information about any Transaction Party,


            


    

     

    except:

     

    
      	(c)	
              in
                connection with a permitted assignment, novation or participation
                under
                clause 16,
                where the disclosure is made on the basis that the recipient of the
                information will comply with this clause 18.1
                in
                the same way that the Finance Party is required to
                do;

            


    

     

    
      	(d)	
              to
                any professional or other adviser consulted by it in relation to
                any of
                its rights or obligations under the Transaction
                Documents;

            


    

     

    
      	(e)	
              to
                a country’s central bank, a country’s taxation office or any Government
                Agency requiring disclosure of the
                information;

            


    

     

    
      	(f)	
              in
                connection with the enforcement of its rights under the Transaction
                Documents;

            


    

     

    
      	(g)	
              where
                the information is already in the public domain, or where the disclosure
                would not otherwise breach any duty of confidentiality;
                

            


    

     

    
      	(h)	
              if
                required by applicable law or the rules of any securities exchange;
                or
                

            


    

     

    
      	(i)	
              otherwise
                with the prior written consent of the relevant Transaction Party
                (that
                consent not to be unreasonably
                withheld).

            


    

     

    
      	18.2	
              Transaction
                Party to bear cost

            


    

     

    Any
      thing
      which must be done by a Transaction Party under any Transaction Document,
      whether or not at the request of any Finance Party, must be done at the cost
      of
      the Transaction Party.

     

    
      	18.3	
              Notices

            


    

     

    
      	(a)	
              Any
                notice or other communication including, any request, demand, consent
                or
                approval, to or by a party to any Transaction Document must
                be in legible writing and in English addressed to the party in accordance
                with its details set out in schedule 1 or as specified to the sender
                by the party by notice.

            


    

     

    
      	(b)	
              If
                the sender is a company, any such notice or other communication must
                be
                signed by an Officer of the sender.

            


    

        

    
      
        
        

      

      
        page
          60

        
          

        

      

      
        
        

      

    

    
      

        
          	
                  

                	
                  18 General

                


        

      

       

    

    
      	(c)	
              Any
                notice or other communication described in this clause 18.3
                is
                regarded as being given by the sender and received by the
                addressee:

            


    

     

    
      	 	
              (1)

            	
              if
                by delivery in person or by recognized overnight courier, when delivered
                to the addressee;

            


    

     

    
      	 	
              (2)

            	
              if
                by post, on delivery to the addressee;
                or

            


    

     

    
      	 	
              (3)

            	
              if
                by facsimile, when received by the addressee in legible
                form,

            


    

     

    but
      if
      the delivery or receipt is on a day which is not a Business Day or is after
      4.00pm (addressee’s time) it is regarded as received at 9.00am on the following
      Business Day.

     

    
      	(d)	
              Any
                notice or other communication described in this clause 18.3
                can be relied on by the addressee and the addressee is not liable
                to any
                other person for any consequences of that reliance if the addressee
                believes it to be genuine, correct and authorised by the
                sender.

            


    

     

    
      	(e)	
              A
                facsimile transmission is regarded as legible unless the addressee
                telephones the sender within 2 hours after the transmission is
                received or regarded as received under clause 18.3(c)
                and informs the sender that it is not
                legible.

            


    

     

    
      	18.4	
              Governing
                law and jurisdiction

            


    

     

    
      	(a)	
              This
                agreement is governed by the laws of the State of Colorado and the
                laws of
                the United States of America which are applicable in the State of
                Colorado, other than any laws which would result in the imposition
                of the
                laws of another jurisdiction.

            


    

     

    
      	(b)	
              Each
                Transaction Party and each Finance Party irrevocably submits to the
                non-exclusive
                jurisdiction of the federal courts of the State of
                Colorado.

            


    

     

    
      	(c)	
              Each
                Transaction Party and each Finance Party irrevocably waives any objection
                to the venue of any legal process on the basis that the process has
                been
                brought in an inconvenient forum.

            


    

     

    
      	(d)	
              Each
                Transaction Party and each Finance Party irrevocably waives any immunity
                in respect of its obligations under this agreement that it may acquire
                from the jurisdiction of any court or any legal process for any reason
                including the service of notice, attachment before judgment, attachment
                in
                aid of execution or execution.

            


    

     

    
      	18.5	
              Prohibition
                and enforceability

            


    

     

    
      	(a)	
              Any
                provision of, or the application of any provision of, any Transaction
                Document or any Power which is prohibited in any jurisdiction is, in that
                jurisdiction, ineffective only to the extent of that
                prohibition.

            


    

     

    
      	(b)	
              Any
                provision of, or the application of any provision of, any Transaction
                Document which is void, illegal or unenforceable in any jurisdiction
                does
                not affect the validity, legality or enforceability of that provision
                in
                any other jurisdiction or of the remaining provisions in that or
                any other
                jurisdiction.

            


    

     

    
      	18.6	
              Waivers

            


    

     

    
      	(a)	
              Waiver
                of any right arising from a breach of this agreement or of any Power
                arising on default under this agreement or on the occurrence of an
                Event
                of Default must be in writing and signed by the party granting the
                waiver.

            


    

     

    
      	(b)	
              A
                failure or delay in exercise, or partial exercise,
                of:

            


    

     

    
      	 	
              (1)

            	
              a
                right arising from a breach of this agreement or the occurrence of
                an
                Event of Default; or

            


    

     

    
      	 	
              (2)

            	
              a
                Power created or arising on default under this agreement or on the
                occurrence of an Event of Default,

            


    

     

    does
      not
      result in a waiver of that right or Power.

     

    
      
        
        

      

      
        page
          61

        
          

        

      

      
        
        

      

    

    
      

        
          	
                  

                	
                  18 General

                


        

      

       

    

    
      	(c)	
              A
                party is not entitled to rely on a delay in the exercise or non-exercise
                of a right or Power arising from a breach of this agreement or on
                a
                default under this agreement or on the occurrence of an Event of
                Default
                as constituting a waiver of that right or
                Power.

            


    

     

    
      	(d)	
              A
                party may not rely on any conduct of another party as a defence to
                exercise of a right or Power by that other
                party.

            


    

     

    
      	(e)	
              This
                clause may not itself be waived except in
                writing.

            


    

     

    
      	18.7	
              Variation

            


    

     

    A
      variation of any term of this agreement must be in writing and signed by the
      parties.

     

    
      	18.8	
              Cumulative
                rights

            


    

     

    The
      Powers are cumulative and do not exclude any other right, power, authority,
      discretion or remedy of any Finance Party, Receiver or Attorney.

     

    
      	18.9	
              Attorneys

            


    

     

    Each
      of
      the attorneys executing this agreement states that the attorney has no notice
      of
      the revocation of the power of attorney appointing that attorney.

     

    
      	18.10	
              Counterparts

            


    

     

    
      	(a)	
              This
                agreement may be executed in any number of
                counterparts.

            


    

     

    
      	(b)	
              All
                counterparts, taken together, constitute one
                instrument.

            


    

     

    
      	(c)	
              A
                party may execute this agreement by signing any
                counterpart.

            


    

     

    
      
        
        

      

      
        page
          62

        
          

        

      

      
        
        

      

    

     

    

    Schedules

     

    Table
      of
      contents 
      
        

      

    

     

    
      	
              Notice
                Details

            	 	 	
              64

            	 
	 	 	 	 	 
	
              Repayment
                Schedule

            	 	 	
              66

            	 
	 	 	 	 	 
	
              Securities

            	 	 	
              67

            	 
	 	 	 	 	 
	
              Officer’s
                certificate

            	 	 	
              68

            	 
	 	 	 	 	 
	
              Funding
                Notice

            	 	 	
              70

            	 
	 	 	 	 	 
	
              Promissory
                Note

            	 	 	
              71

            	 
	 	 	 	 	 
	
              Permitted
                Encumbrances

            	 	 	
              73

            	 
	 	 	 	 	 
	
              Material
                Agreements

            	 	 	
              75

            	 
	 	 	 	 	 
	
              RMB
                GSA

            	 	 	
              77

            	 
	 	 	 	 	 
	
              Key
                Mineral Rights

            	 	 	
              90

            	 
	 	 	 	 	 
	
              Current
                Insurance Policies

            	 	 	
              96

            	 
	 	 	 	 	 
	
              Excluded
                Claims

            	 	 	
              97

            	 


    

    


    
      
        
        

      

      
        page
          63

        
          

        

      

      
        
        

      

       

      

    

    Schedule
      1

     

    Notice
      Details 
      
        

      

    

     

    
      	
              Borrower

               

            	
              Montana
                Tunnels Mining, Inc.

               

            
	
              Address

               

            	
              5655
                South Yosemite Street, Suite 200 Greenwood Village, Colorado 80111-3220,
                United States of America

               

            
	
              Attention

               

            	
              R.
                David Russell

               

            
	
              Phone

               

            	
              +1
                720 886 9656

               

            
	
              Fax

               

            	
              +1
                720 482 0957

               

            
	
              Email

               

            	
              auminer01@aol.com

               

            


    

     

    
      	
              Guarantor

               

            	
              Apollo
                Gold Inc.

               

            
	
              Address

               

            	
              5655
                South Yosemite Street, Suite 200 Greenwood Village, Colorado 80111-3220,
                United States of America

               

            
	
              Attention

               

            	
              R.
                David Russell

               

            
	
              Phone

               

            	
              +1
                720 886 9656

               

            
	
              Fax

               

            	
              +1
                720 482 0957

               

            
	
              Email

               

            	
              auminer01@aol.com

               

            


    

     

    
      	
              Guarantor

               

            	
              Apollo
                Gold Corporation

               

            
	
              Address

               

            	
              5655
                South Yosemite Street, Suite 200 Greenwood Village, Colorado 80111-3220,
                United States of America

               

            
	
              Attention

               

            	
              R.
                David Russell

               

            
	
              Phone

               

            	
              +1
                720 886 9656

               

            
	
              Fax

               

            	
              +1
                720 482 0957

               

            
	
              Email

               

            	
              auminer01@aol.com

               

            


    

     

    
      	
              Agent

               

            	
              RMB
                Resources Inc.

               

            
	
              Address

               

            	
              Suite
                900, 143 Union Boulevard, Lakewood, Colorado 80228, United States
                of
                America

               

            
	
              Attention

               

            	
              Rick
                Winters

               

            


    

     

    
      
        
        

      

      
        page
          64

        
          

        

      

      
        
        

      

    

    
      

        
          	
                  

                	
                  Schedule
                    l    Notice
                    Details

                


        

      

       

    

    
      	
              Phone

               

            	
              +1
                303 986 5135

               

            
	
              Fax

               

            	
              +1
                303 986 5136

               

            
	
              Email

               

            	
              rick.winters@rmbresources.com

               

            


    

     

    
      	
              Financier

               

            	
              RMB
                Australia Holdings Limited

               

            
	
              Address

               

            	
              Level
                13, 60 Castlereagh Street, Sydney, New South Wales 2000,
                Australia

               

            
	
              Attention

               

            	
              Gregory
                Gay

               

            
	
              Phone

               

            	
              +61
                2 9253 6200

               

            
	
              Fax

               

            	
              +61
                2 9256 6291

               

            
	
              Email

               

            	
              greg.gay@rmb.com.au

               

            


    

     

    
      
        
        

      

      
        page
          65

        
          

        

      

      
        
        

      

       

      

    

    Schedule
      2

     

    Repayment
      Schedule 
      
        

      

    

     

    
      	
              Repayment
                Date

               

            	
              Repayment
                Amount

               

            
	
              31
                December 2007

               

            	
              15%
                of the Principal Outstanding as at 31 December 2007

            
	
              31
                March 2008

               

            	
              33%
                of the Principal Outstanding as at 31 March 2008

            
	
              30
                June 2008

               

            	
              50%
                of the Principal Outstanding as at 30 June 2008

            
	
              30
                September 2008

               

            	
              100%
                of the Principal Outstanding as at 30 September
                2008

            


    

     

    
      
        
        

      

      
        page
          66

        
          

        

      

      
        
        

      

       

      

    

    Schedule
      3

     

    Securities
      
      
        

      

    

     

    
      	 	
              1

            	
              The
                RMB GSA.

            


    

     

    
      	 	
              2

            	
              The
                pledge agreement dated on or about the date of this agreement granted
                by
                AGI in favour of the Finance Parties in respect of AGI’s shares in the
                Borrower.

            


    

     

    
      	 	
              3

            	
              The
                security agreement dated on or about the date of this agreement granted
                by
                the Borrower in favour of the Finance
                Parties.

            


    

     

    
      	 	
              4

            	
              The
                mortgage dated on or about the date of this agreement granted by
                the
                Borrower in favour of the Finance Parties.

            


    

     

    
      	 	
              5

            	
              The
                Perfection Certificates of the Borrower and AGI and the related UCC-1
                Financing Statements filed by the Agent on or around 12 October 2007
                in
                the Office of the Delaware Secretary of
                State.

            


    

     

    
      
        
        

      

      
        page
          67

        
          

        

      

      
        
        

      

    

     

    

    Schedule
      4

     

    Officer’s
      certificate 
      
        

      

    

     

    To: RMB
      Resources Inc.

     

    I
      [insert
      name]
      am a
[insert
      capacity - director/secretary]
      of each
      of [insert
      names of Transaction Parties]
      (each a
      Transaction Party).

     

    I
      refer
      to the facility agreement dated [insert
      date]
      between
      Montana Tunnels Mining, Inc. (as Borrower),
      Apollo
      Gold Corporation, Apollo Gold Inc. (as Guarantors),
      RMB
      Australia Holdings Limited (as Financier)
      and RMB
      Resources Inc. (as Agent)
      (Facility
      Agreement).

     

    A
      term
      defined in the Facility Agreement has the same meaning when used in this
      Certificate.

     

    I
      have
      been authorised by each Transaction Party to give this certificate.

     

    I
      certify
      as follows:

     

    
      	1	
              Relevant
                documents

            


      

    

     

    Attached
      to this certificate are true, complete and up-to-date copies of each of the
      following:

     

    
      	(a)	
              constituent
                documents:
                the memorandum and articles of association, by-laws, constitution
                or other
                constating documents of each Transaction
                Party;

            


    

     

    
      	(b)	
              [power
                of attorney:
                a
                duly executed power of attorney granted by each Transaction Party
                authorising execution of the Transaction Documents to which it is
                a
                party;] [to
                be included if applicable]
                and 

            


    

     

    
      	(c)	
              board
                minutes: minutes
                of a meeting of the directors of each relevant Transaction Party
                approving
                the execution and performance of its obligations under the Transaction
                Documents to which it is expressed to be a party and the granting
                of the
                power of attorney referred to in paragraph (b)
                above.

            


    

     

    
      	2	
              No
                revocation

            


    

    
      

    

     

    Each
      document, power of attorney
      and
      resolution referred
      to in paragraph 1 is in full force and effect and has not been amended,
      modified or revoked.

     

    
      	3	
              Officers

            


    

    
      
        

      

    

     

    The
      following signatures are the true signatures of each of the Officers of the
      Borrower as at the date of this certificate:

     

    
      
        
        

      

      
        page
          68

        
          

        

      

      
        
        

      

    

    
      
        

          
            	
                    

                  	
                    Schedule 4    Officer's
                      certificate

                  


          

        

         

      

    

    
      	 	
              Name

               

            	
              Position

               

            	
              Signature

               

            
	 	
              (a) [insert
                name]

               

            	
              [insert
                details of position]

               

            	
              ____________

               

            
	 	
              (b) [insert
                name]

               

            	
              [insert
                details of position]

               

            	
              ____________

               

            
	 	
              (c) [insert
                name]

               

            	
              [insert
                details of position]

               

            	
              ____________

               

            


    

     

    
      	4	
              Certification

            


    

    
      
        

      

    

     

    
      	(a)	
              As
                at the date of execution of each Transaction Document, each Transaction
                Party is solvent and will not become insolvent by entering into and
                performing its obligations under each Transaction Document to which
                is a
                party.

            


    

     

    
      	(b)	
              No
                Default has occurred and is continuing and no Default will arise
                if a
                Funding Portion is provided by the Financier under the Facility
                Agreement.

            


    

     

    
      	(c)	
              Since
                31 December 2006, and as at the date of this certificate, no event
                has
                occurred and is continuing which has had or is likely to have a Material
                Adverse Effect.

            


    

     

    
      	(d)	
              As
                at the date of this certificate, each representation and warranty
                in the
                Facility Agreement is true, correct and not
                misleading.

            


    

     

    Signed:
       

     

    [insert
      name and capacity –
      director/secretary]

     

    Date:
      

     

    
      
        
        

      

      
        page
          69

        
          

        

      

      
        
        

      

    

     

    

    Schedule
      5

     

    Funding
      Notice 
      
        

      

    

     

    To: RMB
      Resources Inc.

     

    Attention:
      [insert
      relevant name]

     

    We
      refer
      to the facility agreement dated [insert
      date]
      between
      Montana Tunnels Mining, Inc. (as Borrower),
      Apollo
      Gold Corporation, Apollo Gold Inc. (as Guarantors),
      RMB
      Australia Holdings Limited (as Financier)
      and RMB
      Resources Inc. (as Agent)
      (Facility
      Agreement).

     

    Under
      clause 4
      of the
      Facility Agreement:

     

    
      	(a)	
              we
                give you notice that we wish to draw on [                 ]
                (Funding
                Date);

            


    

     

    
      	(b)	
              the
                aggregate amount to be drawn is US$[                 ];

            


    

     

    
      	(c)	
              particulars
                of each Funding Portion are:

            


    

     

    
      	
              Principal
                amount

               

            	
              Interest
                Period

               

            
	 	
              90
                days

            


    

     

    
      	(d)	
              The
                proceeds of each Funding Portion are to be used in accordance with
                clause 3.2
                of
                the Facility Agreement.

            


    

     

    
      	(e)	
              We
                request that the proceeds be remitted to the Proceeds Account, details
                of
                which are as follows: 

            


    

     

    
      	(f)	
              [                 ];

            


    

     

    
      	(g)	
              We
                represent and warrant that no Default has occurred and is continuing
                or
                will result from the provision of any Funding Portion[,
                except as follows: [                 ],
                and we propose the following remedial action [                 ]].

            


    

     

    
      	(h)	
              As
                at the date of this certificate, no event has occurred and is continuing
                which has had, or is likely to have, a Material Adverse
                Effect.

            


    

     

    
      	(i)	
              As
                at the date of this certificate, each representation and warranty
                in the
                Facility Agreement is true, correct and not
                misleading.

            


    

     

    
      	(j)	
              Expressions
                defined in the Facility Agreement have the same meaning when used
                in this
                Funding Notice.

            


    

     

    Date:
      

     

    Signed
      for and
      on behalf of

     

    the
      Borrower

     

    by

     

    _________________________

    Officer 

     

    _________________________

    Name
      (please print) 

     

    
      
        
        

      

      
        page
          70

        
          

        

      

      
        
        

      

    

     

    

    Schedule
      6

     

    Promissory
      Note 
      
        

      

    

     

    MONTANA
      TUNNELS MINING, INC.

     

    PROMISSORY
      NOTE DUE 30 SEPTEMBER 2008

     

    
      	US$1 	 	 
	 	
              2

            	 
	 	
              3

            	
               

            


    

     

    FOR
      VALUE RECEIVED,
      MONTANA
      TUNNELS MINING, INC.,
      a
      Delaware corporation (Borrower),
      promises to pay to the order of RMB
      AUSTRALIA HOLDINGS LIMITED,
      a
      company incorporated under the laws of Australia (Payee),
      on or
      before 30 September 2008, the lesser of (x)4 
      (US$[5 ])
      and
      (y) the Principal Outstanding in respect of all advances made by Payee to
      Borrower as Funding Portions under the Facility Agreement referred to
      below.

     

    Borrower
      also promises to pay interest on the unpaid principal amount of this Promissory
      Note, from the date of this Promissory Note until paid in full, at the rates
      and
      at the times which are determined in accordance with the provisions of the
      Facility Agreement dated as of [insert
      date]
      by and
      among Borrower, Payee, Montana Tunnels Mining, Inc., a Delaware corporation
      and
      RMB Resources Inc., a Delaware corporation, as agent for the Payee (that
      Facility Agreement, as it may be amended, supplemented or otherwise modified
      from time to time, being the Facility
      Agreement,
      and
      terms defined in the Facility Agreement which are not otherwise defined in
      this
      Promissory Note have the same meaning in this Promissory Note as defined in
      the
      Facility Agreement).

     

    This
      Promissory Note is one of the Borrower’s Promissory Notes which in the aggregate
      may evidence up to US$8,000,000 principal amount of the Commitment, to which
      reference is made for a more complete statement of the terms and conditions
      under which the Commitment evidenced by this Promissory Note were made and
      are
      to be repaid.

     

    All
      payments of principal and interest in respect of this Promissory Note must
      be
      made in United States Dollars, in same day funds, without defense, set-off
      or
      counterclaim, free of any restriction or condition, and must be delivered to
      Agent at the times provided for in the Facility Agreement. Until notified in
      writing of the transfer of this Promissory Note, Borrower and Agent are entitled
      to take Payee, or any person who has been identified by the transferor in
      writing to Borrower and Agent as the owner and holder of this Promissory Note.
      Each of Payee and any subsequent holder of this Promissory Note agrees, by
      its
      acceptance of this Promissory Note, that before disposing of this Promissory
      Note or any part or portion of it, it will make a notation in the annexure
      to
      this Promissory Note of all principal payments previously made under this
      Promissory Note and of the date to which interest due under this Promissory
      Note
      has been paid, provided, however, that the failure to make a notation of any
      payment made on this Promissory Note does not limit or otherwise affect the
      obligations of Borrower under this Promissory Note with respect to payments
      of
      principal of or interest owing.

     

      
        

      

    

     

    
      
        1
          Insert
          amount of the Funding Portion to which this Promissory Note relates in
          numbers.

         

      

      
        2
          Insert
          place of delivery of this Promissory Note.

         

      

      
        3
          Insert
          the effective date of this Promissory Note.

         

      

      
        4
          In words
          insert amount of the Funding Portion to which this Promissory Note
          relates.

         

      

      
        5
          Insert
          amount of the Funding Portion to which this Promissory Note relates in
          numbers.

      

    

     

    
      
        
        

      

      
        page
          71

        
          

        

      

      
        
        

      

    

    
      
        

          
            	
                    

                  	
                    Schedule 6    Promissory
                      Note

                  


          

        

         

      

    

    Whenever
      any payment on this Promissory Note is stated to be due on a day which is not
      a
      Business Day, such payment shall be made on the next succeeding Business
      Day.

     

    This
      Promissory Note is subject to mandatory prepayment and to prepayment at the
      option of Borrower as provided in clause 3
      of the
      Facility Agreement.

     

    THE
      FACILITY AGREEMENT AND THIS PROMISSORY NOTE ARE GOVERNED BY, AND WILL BE
      CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
      COLORADO, OTHER THAN ANY LAWS WHICH WOULD IMPOSE THE LAWS OF ANOTHER
      JURISDICTION.

     

    If
      a
      Default occurs, the unpaid balance of the principal amount of this Promissory
      Note, together with all accrued and unpaid interest on this Promissory Note,
      may
      become, or may be declared to be, due and payable in the manner, on the
      conditions and with the effect provided in the Facility Agreement.

     

    The
      terms
      of this Promissory Note are subject to amendment only in the manner provided
      in
      the Facility Agreement.

     

    This
      Promissory Note is subject to restrictions on transfer or assignment as provided
      in clause 16
      of the
      Facility Agreement.

     

    No
      reference in this Promissory Note to the Facility Agreement and no provision
      of
      this Promissory Note or the Facility Agreement will alter or impair the
      obligations of Borrower, which are absolute and unconditional, to pay the
      principal of and interest on this Promissory Note at the place, at the
      respective times, and in the currency prescribed in this Facility
      Agreement.

     

    Borrower
      promises to pay all costs and expenses, including attorneys’ fees, all as
      provided in clause 14.4
      of the
      Facility Agreement, incurred in the collection and enforcement of this
      Promissory Note. Borrower and any endorsers of this Promissory Note consent
      to
      renewals and extensions of time at or after the maturity of this Promissory
      Note, without notice, and waive diligence, presentment, protest, demand and
      notice of every kind and, to the full extent permitted by law, the right to
      plead any statute of limitations as a defence to any demand under this
      Promissory Note.

     

    IN
      WITNESS WHEREOF,
      Borrower has caused this Promissory Note to be duly executed and delivered
      by
      its Officer as of the date and at the place first written above.

     

    MONTANA
      TUNNELS MINING, INC.

     

    By:  

     

    Title:  

     

    
      
        
        

      

      
        page
          72

        
          

        

      

      
        
        

      

       

      

    

    Schedule
      7

     

    Permitted
      Encumbrances 
      
        

      

    

     

    
      	 	
              1

            	
              a
                lien created by operation of law securing an obligation that is not
                yet
                due or which is being diligently contested in good faith by appropriate
                proceedings and in respect of which there has been set aside a reserve
                (segregated to the extent required by Accounting Standards) in an
                amount
                which is adequate;

            


    

     

    
      	 	
              2

            	
              a
                lien for the unpaid balance of purchase money under an instalment
                contract
                entered into in the ordinary course of
                business;

            


    

     

    
      	 	
              3

            	
              a
                lien for the unpaid balance of money owing for
                repairs;

            


    

     

    
      	 	
              4

            	
              any
                Encumbrance arising in respect of the cash deposits, letters of credit
                and
                other arrangements relating to the Environmental
                Bonding;

            


    

     

    
      	 	
              5

            	
              any
                Encumbrance arising in connection with workers’ compensation, unemployment
                insurance and other social security legislation, to secure the performance
                of statutory obligations, surety and appeal bonds, performance bonds
                and
                other obligations of a like nature in connection with court proceedings,
                provided that those Encumbrances are related to obligations not due
                or
                delinquent (taking into account any applicable grace or cure periods),
                adequate hold backs are being maintained as required by applicable
                legislation or those Encumbrances are being contested in good faith
                by
                appropriate proceedings and in respect of which there has been set
                aside a
                reserve (segregated to the extent required by Accounting Standards)
                in an
                amount which is adequate and provided further that those Encumbrances
                do
                not in the aggregate materially detract from the value of the assets
                of a
                Transaction Party as a whole or materially interfere with the use
                of those
                assets in the operation of the business of the relevant Transaction
                Party;

            


    

     

    
      	 	
              6

            	
              any
                Encumbrances for Taxes and other governmental charges and assessments
                (except assessments for public improvements levied, pending or deferred
                against real property) provided that those Encumbrances are related
                to
                obligations not due or delinquent (taking into account any applicable
                grace or cure periods), adequate hold backs are being maintained
                as
                required by applicable legislation or those Encumbrances are being
                contested in good faith by appropriate proceedings and in respect
                of which
                there has been set aside a reserve (segregated to the extent required
                by
                Accounting Standards) in an amount which is adequate;
                

            


    

     

    
      	 	
              7

            	
              any
                inchoate or statutory Encumbrances of carriers, warehousemen, mechanics
                and materialmen and other like Encumbrances, including purchase money
                security interests, arising in the Ordinary Course of Business and
                provided that those Encumbrances are related to obligations not due
                or
                delinquent (taking into account any applicable grace or cure periods),
                adequate hold backs are being maintained as required by applicable
                legislation or those Encumbrances are being contested in good faith
                by
                appropriate proceedings and in respect of which there has been set
                aside a
                reserve (segregated to the extent required by Accounting Standards)
                in an
                amount which is adequate;

            


    

     

    
      	 	
              8

            	
              any
                inchoate or statutory Encumbrances in favour of lessors arising in
                connection with any property leased to the Borrower provided that
                those
                Encumbrances are related to obligations not due or delinquent (taking
                into
                account any applicable grace or cure periods), adequate hold backs
                are
                being maintained as required by applicable legislation or those
                Encumbrances are being contested in good faith by appropriate proceedings
                and in respect of which there has been set aside a reserve (segregated
                to
                the extent required by Accounting Standards) in an amount which is
                adequate;

            


    

     

    
      
        
        

      

      
        page
          73

        
          

        

      

      
        
        

      

    

    
      
        

          
            	
                    

                  	
                    Schedule 7    Permitted
                      Encumbrances

                  


          

        

         

      

    

    
      	 	
              9

            	
              the
                cross-lien granted between the Borrower and EKT under section 6.6
                of the
                MDOA and any other Encumbrances created under the MDOA or the
                MOOA;

            


    

     

    
      	 	
              10

            	
              any
                Encumbrance set out in the Bensing Title
                Reports;

            


    

     

    
      	 	
              11

            	
              the
                Canada Trust Securities; and

            


    

     

    
      	 	
              12

            	
              each
                Security and Collateral Security,

            


    

     

    which
      affects or relates to any of the assets of any Transaction Party.

     

    
      
        
        

      

      
        page
          74

        
          

        

      

      
        
        

      

    

     

    

    Schedule
      8

     

    Material
      Agreements 
      
        

      

    

     

    
      	 	
              1

            	
              all
                agreements evidencing the Environmental Bonding
                arrangements;

            


    

     

    
      	 	
              2

            	
              the
                Services Agreement;

            


    

     

    
      	 	
              3

            	
              each
                Sales Contract;

            


    

     

    
      	 	
              4

            	
              Installment
                Sales Agreement, dated February 27, 2007, between Tractor & Equipment
                Co. and the Company (for Caterpillar Wheel
                Loader);

            


    

     

    
      	 	
              5

            	
              Lease
                Agreement with Marquette Equipment Finance, LLC., dated November
                21,
                2006;

            


    

     

    
      	 	
              6

            	
              Lease
                Agreement with Financial Federal Credit, Inc., dated May 15,
                2007;

            


    

     

    
      	 	
              7

            	
              Lead
                Concentrate Agreement, dated February 20, 2007, between Teck Cominco
                Metals Ltd. and Apollo Gold Inc.;

            


    

     

    
      	 	
              8

            	
              Zinc
                Concentrate Agreement, dated February 20, 2007, between Teck Cominco
                Metals Ltd. and Apollo Gold Inc.;

            


    

     

    
      	 	
              9

            	
              Agreement,
                dated July 25, 2007, between Montana Tunnels Mining, Inc. and Johnson
                Matthey Inc.;

            


    

     

    
      	 	
              10

            	
              Fuel
                and Lubricants Procurement Contracts, dated February 27, 2004, by and
                between Fickler Oil Company and Montana Tunnels Mining,
                Inc.;

            


    

     

    
      	 	
              11

            	
              Explosives
                Procurement Contract by and between Nelson Brothers Mining, Inc.
                and
                Montana Tunnels Mining, Inc., dated October 17,
                2006;

            


    

     

    
      	 	
              12

            	
              Explosives
                Accessories Procurement Contract by and between Intermountain West
                Energy,
                Inc. and Montana Tunnels Mining, Inc., dated April 1,
                2004;

            


    

     

    
      	 	
              13

            	
              Copper
                Sulfate Procurement Contract by and between Teck Cominco American,
                Inc.
                and Montana Tunnels Mining, Inc., dated June 1,
                2007;

            


    

     

    
      	 	
              14

            	
              Grinding
                Media Procurement Contract by and between Smorgon Steel Grinding
                Systems - America, LLC and Montana Tunnels Mining, Inc., dated
                February 1, 2007;

            


    

     

    
      	 	
              15

            	
              Exploration
                and Mining Lease, dated March 19, 2004, between Fremont River
                Development Corporation and Montana Tunnels Mining,
                Inc.;

            


    

     

    
      	 	
              16

            	
              BLM
                Right-of-Way MTM 67039 for an access road for the Montana Tunnels
                Project in T7N, R4W, Sections 9, 15 and 16, renewed by Montana
                Tunnels Mining, Inc. on February 22,
                2006;

            


    

     

    
      	 	
              17

            	
              Sublease
                Agreement, dated March 1, 1998, between Montana Rail Link, Inc., The
                Burlington Northern and Santa Fe Railway Company and Montana Tunnels
                Mining, Inc.;

            


    

     

    
      	 	
              18

            	
              Easement
                Agreement, dated September 19, 1988, between James M. Madison
                (personal representative of the Estate of Arthur W. and Edith W.
                Madison and Pegasus Gold Corporation and Montana Tunnels Mining Inc.
                (a
                Nevada corporation);

            


    

     

    
      	 	
              19

            	
              Collateral
                Trust Agreement, dated September 26, 2002, between Montana Tunnels
                Mining, Inc., Western Surety Company and The Northern Trust
                Company;

            


    

     

    
      
        
        

      

      
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                    Schedule 8    Material
                      Agreements

                  


          

        

         

      

    

    
      	 	
              20

            	
              Any
                agreement which amends, varies, restates or replaces, any of the
                agreements listed in paragraphs 1 to 19 above; and
                

            


    

     

    
      	 	
              21

            	
              Each
                agreement the Borrower and the Agent agree is a Material Agreement
                for the
                purposes of this agreement.

            


    

     

    
      
        
        

      

      
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    Schedule
      9

     

    RMB
      GSA

      
        

      

    

     

    Date
      ►

     

    
      	
              Between
                the parties

               

            	 
	 	
              Apollo
                Gold Corporation

               

              a
                corporation existing under the laws of the Yukon Territory,
                Canada

               

              of
                5655 South Yosemite Street, Suite 200 Greenwood Village, Colorado
                80111-3220 United States of America

               

              (APG)

               

            
	
              Financier

               

            	
              RMB
                Australia Holdings Limited

               

              of
                Level 13, 60 Castlereagh Street, Sydney, New South Wales, 2000
                Australia

               

              (Financier)

               

            
	
              Agent

               

            	
              RMB
                Resources Inc.

               

              of
                Suite 900, 143 Union Boulevard, Lakewood, Colorado 80228, United
                States of
                America

               

              (Agent, and
                collectively with the Financier
                the Finance
                Parties)

               

            
	
              Background

               

            	
              4 
The
                Financier has agreed to make certain credit facilities available
                to
                Montana Tunnels Mining, Inc. (Montana
                Tunnels)
                on the terms and conditions contained in a facility agreement
                (Facility
                Agreement)
                between APG, Apollo Gold Inc., Montana Tunnels, certain other parties
                and
                the Finance Parties dated as of the date of this agreement (as amended,
                supplemented, modified, extended, renewed, novated, refinanced, restated
                or replaced from time to time).

               

              5 
Montana
                Tunnels has entered into commodity hedging arrangements with the
                Financier
                pursuant to an ISDA Master Agreement made on or about the date of
                this
                Agreement (ISDA
                Master Agreement,
                and collectively with the Facility Agreement, the Facility
                Agreements).

               

              6    
                APG
                has agreed to execute and deliver this agreement to and in favour
                of the
                Finance Parties as security for the payment and performance of Montana
                Tunnels’ obligations to the Finance Parties under the Facility Agreements.
                

               

            
	
              The
                parties agree

               

            	
              In
                consideration of, among other things, the mutual promises contained
                in
                this agreement and other good and valuable consideration (the receipt
                and
                adequacy of which is acknowledged), APG agrees as follows:

               

            


    

     

    
      
        
        

      

      
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                      Schedule 9    RMB
                        GSA

                    


            

          

           

        

      

    

    Operative
      part

     

    This
      paragraph provides padding and has been hidden deliberately. Do not delete
      or
      unhide this paragraph.

     

    
      	1	
              Security

            


    

    
      
        

      

    

     

    
      	1.1	
              Terms
                incorporated by reference

            


    

     

    Terms
      defined in: 

     

    
      	(a)	
              the
                Personal
                Property Security Act
                (Yukon Territory) (as amended from time to time) (PPSA);
                or

            


    

     

    
      	(b)	
              the
                Facility Agreements,

            


    

     

    which
      are
      used in this agreement will have the same meanings in this agreement unless
      the
      context requires otherwise.

     

    
      	1.2	
              Grant
                of security

            


    

     

    Subject
      to clauses 1.3 and 1.6, APG grants to each of the Finance Parties a security
      interest in all APG’s right, title and interest in and to all presently owned
      and hereafter acquired property, assets and undertaking of APG including all
      of
      the present and after acquired personal property of APG’s (collectively, the
Collateral)
      and
      including, without limitation, any and all of APG’s:

     

    
      	(a)	
              inventory
                including goods held for sale, lease or resale, goods furnished or
                to be
                furnished to third parties under contracts of lease, consignment
                or
                service, goods which are raw materials or work in process, goods
                used in
                or procured for packing and materials used or consumed in the business
                of
                APG;

            


    

     

    
      	(b)	
              equipment,
                machinery, furniture, fixtures, plants, vehicles and other goods
                of every
                kind and description and all licences and other rights (including
                all
                mining and exploration rights and licenses) and all records, files,
                charts, plans, drawings, specifications, manuals and documents relating
                to
                those items;

            


    

     

    
      	(c)	
              accounts
                due or accruing due, the credit balance and all on deposit in those
                accounts, and all agreements, books, accounts, invoices, letters,
                documents and papers recording, evidencing or relating to those
                accounts;

            


    

     

    
      	(d)	
              money,
                documents of title, chattel paper, instruments, share capital and
                securities;

            


    

     

    
      	(e)	
              intangibles
                including all security interests, goodwill, choses in action and
                contractual rights, interests and benefits, and all trade-marks,
                trade-mark registrations and pending trade-mark applications, patents
                and
                pending patent applications and copyrights and other intellectual
                property;

            


    

     

    
      	(f)	
              substitutions
                and replacements of and increases, additions and, where applicable,
                accessions to the property, rights, interests or benefits described
                in
                clause 1.2(a) to clause 1.2(e) inclusive;
                and

            


    

     

    
      
        
        

      

      
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                    Schedule 9    RMB
                      GSA

                  


          

        

         

      

    

    
      	(g)	
              proceeds
                in any form derived directly or indirectly from any dealing with
                all or
                any part of the property, rights, interests or benefits described
                in
                clause 1.2(a) to 1.2(f) inclusive of the proceeds of those
                proceeds.

            


    

     

    
      	1.3	
              Excepted
                Mining Claims

            


    

     

    The
      parties acknowledge and agree that: 

     

    
      	(a)	
              the
                security interest granted by APG to each of the Finance Parties under
                clause 1.2 does not include a security interest over APG’s right, title
                and interest in the following mining claims situate in the Townships
                of
                Hislop and Beatty in the Larder Lake Mining Division, Ontario,
                Canada:

            


    

     

    
      	 	
              (1)

            	
              L1048333

            


    

     

    
      	 	
              (2)

            	
              L1048334;

            


    

     

    
      	 	
              (3)

            	
              L1048335;

            


    

     

    
      	 	
              (4)

            	
              L1115059;
                and

            


    

     

    
      	 	
              (5)

            	
              L1113087,

            


    

     

    
      	 	
              (6)

            	
              (each,
                an Excepted
                Mining Claim);
                and

            


    

     

    
      	(b)	
              if
                APG acquires by any means any right, title or interest (New
                Acquisition)
                that enables APG to mine, explore or otherwise use any land the subject
                of
                an Excepted Mining Claim, the security interest granted by APG to
                each of
                the Finance Parties under clause 1.2 will include a security interest
                in
                that New Acquisition.

            


    

     

    
      	1.4	
              Obligations
                secured

            


    

     

    
      	(a)	
              The
                security interest granted in this agreement (Security
                Interest)
                secures the payment and performance of all debts, liabilities and
                obligations present or future, direct or indirect, absolute or contingent,
                matured or unmatured at any time or from time to time due or accruing
                due
                and owing, including all charges and fees of the Finance Parties
                due
                from APG, to the Finance Parties pursuant to or in connection with
                the
                Transaction Documents (collectively,
                and together with the expenses, costs and charges set out in clause
                1.4(b), the Obligations).

            


    

     

    
      	(b)	
              All
                expenses, costs and charges incurred by or on behalf of the Finance
                Parties in connection with this agreement, the Security Interest
                or the
                Collateral, including all legal fees, court costs, receiver's or
                agent's
                remuneration and other expenses of taking possession of, repairing,
                protecting, insuring, preparing for disposition, realizing, collecting,
                selling, transferring, delivering or obtaining payment of the Collateral
                or other lawful exercises of the powers conferred by the Transaction
                Documents, and of taking, defending or participating in any action
                or
                proceeding in connection with any of those matters or otherwise in
                connection with the Finance Parties’ interest in any Collateral, whether
                or not directly relating to the enforcement of this agreement or
                the
                Facility Agreements, will be added to and form a part of the
                Obligations. 

            


    

     

    
      	1.5	
              Attachment

            


    

     

    
      	(a)	
              APG
                acknowledges that:

            


    

     

    
      	 	
              (1)

            	
              value
                has been given;

            


    

     

    
      	 	
              (2)

            	
              it
                has rights in the Collateral (other than after-acquired
                Collateral);

            


    

     

    
      	 	
              (3)

            	
              it
                has not agreed to postpone the time of attachment of the Security
                Interest; and

            


    

     

    
      	 	
              (4)

            	
              it
                has received a duplicate original copy of this
                agreement.

            


    

     

    
      
        
        

      

      
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                    Schedule 9    RMB
                      GSA

                  


          

        

         

      

    

    
      	(b)	
              APG
                will promptly inform the Finance Parties in writing of the acquisition
                by
                APG of any personal property which is not adequately described in
                this
                agreement, and APG will execute and deliver, at its own expense,
                from time
                to time, amendments to this agreement or additional agreements as
                may be
                required by the Finance Parties.

            


    

     

    
      	1.6	
              Scope
                of Security Interest

            


    

     

    
      	(a)	
              The
                Collateral does not include and the Security Interest will not extend
                to
                consumer goods.

            


    

     

    
      	(b)	
              The
                Security Interest will not extend or apply to the last day of the
                term of
                any lease or sublease or any agreement for a lease or sublease now
                held or
                subsequently acquired by APG in respect of real property, but APG
                will
                stand possessed of that last day on trust to assign and dispose of
                it as
                the Finance Parties may direct.

            


    

     

    
      	(c)	
              To
                the extent that an assignment of amounts payable and other proceeds
                arising under or in connection with, or the grant of a security interest
                in any agreement, licence, permit or quota of APG would result in
                the
                termination of that agreement, licence, permit or quota (each, a
                Restricted
                Asset),
                the Security Interest with respect to each Restricted Asset will
                constitute a trust created in favour of the Finance Parties pursuant
                to
                which APG holds as trustee all proceeds arising under or in connection
                with the Restricted Asset in trust for the Finance Parties on the
                following basis:

            


    

     

    
      	 	
              (1)

            	
              until
                the Security Interest is enforceable and subject to the Facility
                Agreements, APG is entitled to receive all those proceeds;
                and

            


    

     

    
      	 	
              (2)

            	
              whenever
                the Security Interest is
                enforceable:

            


    

     

    
      	 	
              ·

            	
              all
                rights of APG to receive those proceeds cease and all those proceeds
                will
                be immediately paid over to the Finance Parties;
                and

            


    

     

    
      	 	
              ·

            	
              APG
                will take all actions requested by the Finance Parties to collect
                and
                enforce payment and other rights arising under the Restricted
                Asset.

            


    

     

    
      	1.7	
              Care
                and custody of Collateral

            


    

     

    
      	(a)	
              The
                Finance Parties will have no obligation to keep Collateral in their
                possession from time to time, if any,
                identifiable.

            


    

     

    
      	(b)	
              The
                Finance Parties may, both before and after the Security Interest
                has
                become enforceable:

            


    

     

    
      	 	
              (1)

            	
              notify
                any person obligated on an account or on chattel paper or any obligor
                on
                an instrument to make payments to the Finance Parties whether or
                not APG
                was previously making collections on those accounts, chattel paper
                or
                instruments; and

            


    

     

    
      	 	
              (2)

            	
              assume
                control of any proceeds arising from the
                Collateral.

            


    

     

    
      	1.8	
              Amalgamation

            


    

     

    APG
      acknowledges and agrees that if it amalgamates or merges with or into any other
      corporation or corporations, then:

     

    
      	(a)	
              the
                term APG will extend to and include the continuing corporation from
                that
                amalgamation or merger; 

            


    

     

    
      	(b)	
              the
                term "Obligations" will extend to and include the Obligations of
                each of
                the amalgamating or merging corporations at the time of that amalgamation
                or merger arising after that amalgamation or merger;
                and

            


    

     

    
      
        
        

      

      
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          80

        
          

        

      

      
        
        

      

    

    
      

        
          	
                  

                	
                  Schedule 9    RMB
                    GSA

                


        

      

       

    

    
      	(c)	
              the
                Collateral secured in this agreement and the Security Interests over
                the
                Collateral of APG will extend to and include all of the property,
                assets
                and undertakings of each of the amalgamating or merging corporations
                at
                the time of that amalgamation or merger and any and all property,
                assets
                and undertakings of the continuing corporation from that amalgamation
                or
                merger owned or acquired by that continuing corporation after that
                amalgamation or merger. 

            


    

     

    
      	2	
              Representations
                and warranties of the corporation

            


    

    
      
        

      

    

     

    
      	2.1	
              Representations
                and warranties

            


    

     

    APG
      represents and warrants to the Finance Parties as follows, and acknowledges
      that
      the Finance Parties are relying on those representations and warranties in
      connection with this agreement:

     

    
      	(a)	
              Incorporation
                and qualification:
                APG is a corporation incorporated and validly existing under the
                laws of
                the Yukon Territory, Canada.

            


    

     

    
      	(b)	
              Corporate
                power:
                APG has all the requisite corporate power and authority
                to:

            


    

     

    
      	 	
              (1)

            	
              own,
                lease and operate its properties and assets and to carry on its business
                as now being conducted by it; and 

            


    

     

    
      	 	
              (2)

            	
              enter
                into and perform its obligations under this
                agreement.

            


    

     

    
      	(c)	
              Conflict
                with other instruments:
                The execution and delivery by APG and the performance by it of its
                obligations under, and compliance with the terms, conditions and
                provisions of this agreement do not and will not violate any law,
                regulation, authorisation, ruling, consent, judgment, order or decree
                of a
                governmental agency, its constating documents or by-laws, or an
                Encumbrance or document which is binding on it or on its
                assets.

            


    

     

    
      	(d)	
              Execution
                and binding obligation:
                This agreement has been duly executed and delivered by APG and constitute
                legal, valid and binding obligations of APG enforceable against it
                in
                accordance with its terms, subject only to any limitation under applicable
                laws relating to: 

            


    

     

    
      	 	
              (1)

            	
              bankruptcy,
                insolvency, arrangement or creditors' rights generally; and
                

            


    

     

    
      	 	
              (2)

            	
              the
                discretion that a court may exercise in the granting of equitable
                remedies.

            


    

     

    
      	(e)	
              Continuous
                perfection: The
                Schedule sets out APG’s place of business or, if more than one, APG’s
                chief executive office. APG will not change these locations without
                providing at least 30 days’ prior written notice to the Finance
                Parties.

            


    

     

    
      	2.2	
              Representations
                and warranties in Transaction
                Documents

            


    

     

    Notwithstanding
      the representations and warranties of APG set forth in clause 2.1 of this
      agreement, APG further represents and warrants to the Finance Parties, and
      further acknowledges that the Finance Parties are relying on those
      representations and warranties in connection with this agreement, that the
      representations and warranties of APG contained in the Transaction Documents
      are
      true and correct in all respects as of the date of this agreement.

     

    
      	2.3	
              Survival
                of representations and
                warranties

            


    

     

    The
      representations and warranties in this agreement and in any certificates or
      documents delivered to the Finance Parties will not merge in or be prejudiced
      by
      and will survive any advance and will continue in full force and effect so
      long
      as any amounts are owing by APG to the Finance Parties under the Transaction
      Documents.

     

    
      
        
        

      

      
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                    Schedule 9    RMB
                      GSA

                  


          

        

         

      

    

    
      	3	
              Enforcement

            


    

    
      
        

      

    

     

    
      	3.1	
              Enforcement

            


    

     

    The
      Security Interest will be and become enforceable against APG if
      and
      when APG fails to repay or perform any of the Obligations when due and payable
      or when due to be performed, as the case may be, or on
      the
      occurrence and during the continuance of an Event of Default (as specified
      in
      clause 11 of the Facility Agreement and
      Section
      5 of the ISDA Master Agreement).

     

    
      	3.2	
              Remedies

            


    

     

    
      	(a)	
              Subject
                to clause 3.2(b), whenever the Security Interest has become enforceable,
                the Finance Parties may realize on the Collateral and enforce their
                rights
                by:

            


    

     

    
      	 	
              (1)

            	
              entry
                onto any premises where Collateral consisting of tangible personal
                property may be located;

            


    

     

    
      	 	
              (2)

            	
              entry
                into possession of the Collateral by any method permitted by
                law;

            


    

     

    
      	 	
              (3)

            	
              sale
                or lease of all or any part of the
                Collateral;

            


    

     

    
      	
            	
              (4)

            	
              collection
                of any proceeds arising in respect of the
                Collateral;

            


    

     

    
      	 	
              (5)

            	
              collection,
                realization or sale of, or other dealing with, the
                accounts;

            


    

     

    
      	 	
              (6)

            	
              appointment
                by instrument in writing of a receiver (which term as used in this
                agreement includes a receiver and manager) or agent of all or any
                part of
                the Collateral and removal or replacement from time to time of any
                receiver or agent;

            


    

     

    
      	 	
              (7)

            	
              institution
                of proceedings in any court of competent jurisdiction for the appointment
                of a receiver of all or any part of the
                Collateral;

            


    

     

    
      	 	
              (8)

            	
              institution
                of proceedings in any court of competent jurisdiction for sale or
                foreclosure of all or any part of the
                Collateral;

            


    

     

    
      	 	
              (9)

            	
              filing
                of proofs of claim and other documents to establish claims to the
                Collateral in any proceeding relating to
                APG;

            


    

     

    
      	 	
              (10)

            	
              any
                other remedy or proceeding authorized or permitted under the PPSA
                or
                otherwise by law or equity; and

            


    

     

    
      	 	
              (11)

            	
              application
                of any moneys constituting Collateral or proceeds of
                Collateral.

            


    

     

    
      	(b)	
              The
                remedies referred to in clause 3.2(a) may be exercised from time
                to time
                separately or in combination and are in addition to, and not in
                substitution for, any other rights of the Finance Parties however
                created.
                The Finance Parties will not be bound to exercise any right or remedy,
                and
                the exercise of any rights and remedies will be without prejudice
                to the
                rights of the Finance Parties in respect of the Obligations including
                the
                right to claim for any deficiency.

            


    

     

    
      	3.3	
              Additional
                rights

            


    

     

    In
      addition to the remedies referred to in clause 3.2, the Finance Parties may,
      whenever the Security Interest has become enforceable:

     

    
      
        
        

      

      
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                    Schedule 9    RMB
                      GSA

                  


          

        

         

      

    

    
      	(a)	
              require
                APG, at APG's expense, to assemble the Collateral at a place or places
                designated by notice in writing and APG agrees to so assemble the
                Collateral;

            


    

     

    
      	(b)	
              require
                APG, by notice in writing, to disclose to the Finance Parties the
                location
                or locations of the Collateral and APG agrees to make that disclosure
                when
                so required;

            


    

     

    
      	(c)	
              repair,
                process, modify, complete or otherwise deal with the Collateral and
                prepare for the disposition of the Collateral, whether on the premises
                of
                APG or otherwise;

            


    

     

    
      	(d)	
              carry
                on all or any part of the business of APG and, to the exclusion of
                all
                others including APG, enter on, occupy and use all or any of the
                premises,
                buildings, and other property of or used by APG for that time as
                the
                Finance Parties see fit, free of charge, and the Finance Parties
                will not
                be liable to APG for any act, omission or negligence in so doing
                or for
                any rent, charges, depreciation or damages incurred in connection
                with or
                resulting from that action;

            


    

     

    
      	(e)	
              require
                APG to engage a consultant or consultants of the Finance Parties’ sole
                choice, that consultant to receive the full cooperation and support
                of APG
                and its directors, officers and employees, including unrestricted
                access
                to the premises and books and records of APG; all reasonable fees
                and
                expenses of that consultant will be for the account of APG and APG
                authorizes that consultant to report directly to the Finance Parties
                and
                to disclose to the Finance Parties any and all information obtained
                by
                that consultant;

            


    

     

    
      	(f)	
              borrow
                for the purpose of carrying on the business of APG or for the maintenance,
                preservation or protection of the Collateral and grant a security
                interest
                in the Collateral, whether or not in priority to the Security Interest,
                to
                secure repayment; 

            


    

     

    
      	(g)	
              commence,
                continue or defend any judicial or administrative proceedings for
                the
                purpose of protecting, seizing, collecting, realizing or obtaining
                possession or payment of the Collateral, and give good and valid
                receipts
                and discharges in respect of the Collateral and compromise or give
                time
                for the payment or performance of all or any part of the accounts
                or any
                other obligation of any third party to APG;
                and

            


    

     

    
      	(h)	
              require
                APG to execute and deliver any and all instruments, documents, notices
                or
                writings necessary to permit the Finance Parties to realize on and
                enforce
                their rights to any of the
                Collateral.

            


    

     

    
      	3.4	
              Receiver's
                powers

            


    

     

    
      	(a)	
              Any
                receiver appointed by the Finance Parties will be vested with the
                rights
                and remedies which could have been exercised by the Finance Parties
                in
                respect of APG or the Collateral and those other powers and discretions
                as
                are granted in the instrument of appointment and any supplemental
                instruments. The identity of the receiver, its replacement and its
                remuneration will be within the sole and unfettered discretion of
                the
                Finance Parties.

            


    

     

    
      	(b)	
              Any
                receiver appointed by the Finance Parties will act as agent for the
                Finance Parties for the purposes of taking possession of the Collateral,
                but otherwise and for all other purposes (except as provided below),
                as
                agent for APG. The receiver may sell, lease, or otherwise dispose
                of
                Collateral as agent for APG or as agent for the Finance Parties as
                the
                Finance Parties may determine in their discretion. APG agrees to
                ratify
                and confirm all actions of the receiver acting as agent for APG,
                and to
                release and indemnify the receiver in respect of all those
                actions.

            


    

     

    
      	(c)	
              The
                Finance Parties, in appointing or refraining from appointing any
                receiver,
                will not incur liability to the receiver, APG or otherwise and will
                not be
                responsible for any misconduct or negligence of the
                receiver.

            


    

     

    
      
        
        

      

      
        page
          83

        
          

        

      

      
        
        

      

    

    
      
        

          
            	
                    

                  	
                    Schedule 9    RMB
                      GSA

                  


          

        

         

      

    

    
      	3.5	
              Appointment
                of attorney

            


    

     

    APG
      irrevocably appoints each of the Finance Parties (including any officer or
      agent
      of a Finance Party), acting separately or together, as attorney of APG (with
      full power of substitution) to do, make and execute, in the name of and on
      behalf of APG, on
      the
      occurrence and during the continuance of an Event of Default and at any other
      time
      that the
      Security Interest will be enforceable, all further acts, documents, matters
      and
      things which a Finance Party may deem necessary or advisable to accomplish
      the
      purposes of this agreement including the execution, endorsement and delivery
      of
      documents and any notices, receipts, assignments or verifications of the
      accounts. This power of attorney is irrevocable, is coupled with an interest,
      has been given for valuable consideration (the receipt and adequacy of which
      is
      acknowledged) and survives and does not terminate upon the bankruptcy,
      dissolution, winding up or insolvency of APG. All acts of the attorney are
      ratified and approved, and the attorney will not be liable for any act, failure
      to act or any other matter or thing, other than arising out of its own wilful
      misconduct, fraud or gross negligence.

     

    
      	3.6	
              Dealing
                with the Collateral

            


    

     

    
      	(a)	
              The
                Finance Parties will not be obliged to exhaust their recourse against
                APG
                or any other person or against any other security they may hold in
                respect
                of the Obligations before realizing on or otherwise dealing with
                the
                Collateral in any manner as the Finance Parties may consider
                desirable.

            


    

     

    
      	(b)	
              The
                Finance Parties may grant extensions or other indulgences, take and
                give
                up securities, accept compositions, grant releases and discharges
                and
                otherwise deal with APG and with other persons, sureties or securities
                as
                they may see fit without prejudice to the Obligations, the liability
                of
                APG or the rights of the Finance Parties in respect of the
                Collateral.

            


    

     

    
      	(c)	
              Except
                as otherwise provided by law or this agreement, the Finance Parties
                will
                not be:

            


    

     

    
      	 	
              (1)

            	
              liable
                or accountable for any failure to collect, realize or obtain payment
                in
                respect of the Collateral;

            


    

     

    
      	 	
              (2)

            	
              bound
                to institute proceedings for the purpose of collecting, enforcing,
                realizing or obtaining payment of the Collateral or for the purpose
                of
                preserving any rights of any persons in respect of the
                Collateral;

            


    

     

    
      	 	
              (3)

            	
              responsible
                for any loss occasioned by any sale or other dealing with the Collateral
                or by the retention of or failure to sell or otherwise deal with
                the
                Collateral; or 

            


    

     

    
      	 	
              (4)

            	
              bound
                to protect the Collateral from depreciating in value or becoming
                worthless.

            


    

     

    
      	3.7	
              Standards
                of sale

            


    

     

    Without
      prejudice to the ability of the Finance Parties to dispose of the Collateral
      in
      any manner which is commercially reasonable, APG acknowledges that:

     

    
      	(a)	
              Collateral
                may be disposed of in whole or in
                part;

            


    

     

    
      	(b)	
              Collateral
                may be disposed of by public auction, public tender or private contract,
                with or without advertising and without any other
                formality;

            


    

     

    
      	(c)	
              any
                assignee of that Collateral may be a customer of the Finance
                Parties;

            


    

     

    
      	(d)	
              a
                disposition of Collateral may be on those terms and conditions as
                to
                credit or otherwise as the Finance Parties, in their sole discretion,
                may
                deem advantageous; and

            


    

     

    
      	(e)	
              the
                Finance Parties may establish an upset or reserve bid or price in
                respect
                of Collateral.

            


    

     

    
      
        
        

      

      
        page
          84

        
          

        

      

      
        
        

      

    

     

    
      		
              Schedule
                9    RMB
                GSA

            


    

     

    
      	3.8	
              Dealings
                by third parties

            


    

     

    
      	(a)	
              No
                person dealing with the Finance Parties or an agent or receiver will
                be
                required to determine:

            


    

     

    
      	 	
              (1)

            	
              whether
                the Security Interest has become enforceable;


            


    

     

    
      	 	
              (2)

            	
              whether
                the powers which that person is purporting to exercise have become
                exercisable;

            


    

     

    
      	 	
              (3)

            	
              whether
                any money remains due to the Finance Parties by APG;
                

            


    

     

    
      	 	
              (4)

            	
              the
                necessity or expediency of the stipulations and conditions subject
                to
                which any sale or lease is made; 

            


    

     

    
      	 	
              (5)

            	
              the
                propriety or regularity of any sale or other dealing by the Finance
                Parties with the Collateral; or 

            


    

     

    
      	 	
              (6)

            	
              how
                any money paid to the Finance Parties has been
                applied.

            


    

     

    
      	(b)	
              Any
                bona fide purchaser of all or any part of the Collateral from the
                Finance
                Parties or a receiver or agent will hold the Collateral absolutely,
                free
                from any claim or right of whatever kind, including any equity of
                redemption, of APG, which it specifically waives (to the fullest
                extent
                permitted by law) as against any purchaser together with all rights
                of
                redemption, stay or appraisal which APG has or may have under any
                rule of
                law or statute now existing or adopted in the
                future.

            


    

     

    
      	4	
              General

            


    

    
      
        

      

    

     

    
      	4.1	
              Discharge

            


    

     

    
      	(a)	
              The
                Security Interest will be discharged on, but only
                on:

            


    

     

    
      	 	
              (1)

            	
              full
                payment and performance of the Obligations; and


            


    

     

    
      	 	
              (2)

            	
              the
                Transaction Parties having no obligations under the Facility
                Agreements.

            


    

     

    
      	(b)	
              On
                discharge of the Security Interest and at the request and expense
                of APG,
                the Finance Parties will execute and deliver to APG those releases
                and
                discharges as APG may reasonably
                require.

            


    

     

    
      	4.2	
              Amendments

            


    

     

    No
      amendment or waiver of any provision of this agreement, nor consent to any
      departure by APG from those provisions, is effective unless in writing and
      approved by the Finance Parties. Any amendment, waiver or consent is effective
      only in the specific instance and for the specific purpose for which it was
      given.

     

    
      	4.3	
              Waivers

            


    

     

    No
      failure on the part of the Finance Parties to exercise, and no delay in
      exercising, any right under this agreement will operate as a waiver of that
      right; nor will any single or partial exercise of any right under this agreement
      preclude any other or further exercise of that right or the exercise of any
      other right.

     

    
      
        
        

      

      
        page
          85

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              Schedule
                9    RMB
                GSA

            


    

     

    
      	4.4	
              No
                merger

            


    

     

    This
      agreement will not operate by way of merger of any of the Obligations and no
      judgment recovered by the Finance Parties will operate by way of merger of,
      or
      in any way affect, the Security Interest, which is in addition to, and not
      in
      substitution for, any other security now or subsequently held by the Finance
      Parties in respect of the Obligations.

     

    
      	4.5	
              Further
                assurances

            


    

     

    
      	(a)	
              APG
                will, from time to time, whether before or after the Security Interest
                has
                become enforceable, do all acts and things and execute and deliver
                all
                transfers, assignments and instruments as the Finance Parties may
                reasonably require for:

            


    

     

    
      	 	
              (1)

            	
              protecting
                the Collateral; 

            


    

     

    
      	 	
              (2)

            	
              perfecting
                the Security Interest; and 

            


    

     

    
      	 	
              (3)

            	
              exercising
                all powers, authorities and discretions conferred on the Finance
                Parties.
                

            


    

     

    
      	(b)	
              APG
                will, from time to time after the Security Interest has become
                enforceable, do all acts and things and execute and deliver all transfers,
                assignments and instruments as the Finance Parties may require for
                facilitating the sale or other disposition of the Collateral in connection
                with its realization.

            


    

     

    
      	4.6	
              Supplemental
                security

            


    

     

    This
      agreement is in addition to and without prejudice to and is supplemental to
      all
      other security now held or which may subsequently be held by the Finance
      Parties.

     

    
      	4.7	
              Notices

            


    

     

    Any
      notices, directions or other communications provided for in this agreement
      must
      be in writing and given in accordance with the provisions of the Facility
      Agreements.

     

    
      	4.8	
              Successors
                and assigns

            


    

     

    This
      agreement is binding on APG, its successors and assigns, and enures to the
      benefit of the Finance Parties and their successors and assigns. All rights
      of
      the Finance Parties are assignable and in any action brought by an assignee
      to
      enforce any of those rights, APG will not assert against the assignee any claim
      or defence which APG now has or may have against the Finance
      Parties.

     

    
      	4.9	
              Waiver
                and Variation

            


    

     

    
      	(a)	
              Waiver
                of a Power arising under, or a provision of, this agreement (including
                this clause), must be in writing and signed by the party granting
                the
                waiver.

            


    

     

    
      	(b)	
              A
                failure or delay in exercise, or partial exercise, of a Power (arising
                on
                the occurrence of an Event of Default or otherwise) does not operate
                as a
                waiver of that Power or preclude another or further exercise of that
                or
                another Power.

            


    

     

    
      	(c)	
              Any
                variation of a term of this agreement must be in writing and signed
                by the
                parties.

            


    

     

    
      
        
        

      

      
        page
          86

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              Schedule
                9    RMB
                GSA

            




    
      	4.10	
              Gender
                and number

            


    

     

    Any
      reference in this agreement to gender includes all genders and words importing
      the singular number includes the plural and vice versa.

     

    
      	4.11	
              Headings

            


    

     

    The
      division of this agreement into clauses and the insertion of headings are for
      convenient reference only and are not to affect its interpretation.

     

    
      	4.12	
              Language

            


    

     

    The
      parties to this agreement expressly request and require that this agreement
      and
      all related documents be drafted in English. Les
      parties aux présentes conviennent et exigent que cette convention et tous les
      documents qui s'y rattachent soient rédigés en anglais.

     

    
      	4.13	
              Severability

            


    

     

    If
      any
      provision of this agreement is taken by any court of competent jurisdiction
      to
      be invalid or void, the remaining provisions will remain in full force and
      effect.

     

    
      	4.14	
              Governing
                law

            


    

     

    This
      agreement is governed by and interpreted and enforced in accordance with the
      laws of the Yukon Territory and the laws of Canada which are applicable in
      the
      Yukon Territory.

     

    [insert
      relevant execution clauses]

     

    
      
        
        

      

      
        page
          87

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              Schedule
                9    RMB
                GSA 

            


    

     

    Schedule
      1 – Notices

     

    Notice
      details 

    
      

    

     

    
      	 	
              Apollo
                Gold Corporation

               

            
	
              Address

               

            	
              5655
                South Yosemite Street, Suite 200 Greenwood Village, Colorado 80111-3220,
                United States of America

               

            
	
              Attention

               

            	
              R.
                David Russell

               

            
	
              Phone

               

            	
              +1
                720 886 9656

               

            
	
              Fax

               

            	
              +1
                720 482 0957

               

            
	
              Email

               

            	
              auminer01@aol.com

               

            


    

     

    
      	
              Financier

               

            	
              RMB
                Australia Holdings Limited

               

            
	
              Address

               

            	
              Level
                13, 60 Castlereagh Street, Sydney, New South Wales
                2000,Australia

               

            
	
              Attention

               

            	
              Gregory
                Gay

               

            
	
              Phone

               

            	
              +61
                2 9253 6200

               

            
	
              Fax

               

            	
              +61
                2 9256 6291

               

            
	
              Email

               

            	
              greg.gay@rmb.com.au

               

            


    

     

    
      	
              Agent

               

            	
              RMB
                Resources Inc.

               

            
	
              Address

               

            	
              Suite
                900, 143 Union Boulevard, Lakewood, Colorado 80228, United States
                of
                America

               

            
	
              Attention

               

            	
              Rick
                Winters

               

            
	
              Phone

               

            	
              +1
                303 986 5135

               

            
	
              Fax

               

            	
              +1
                303 986 5136

               

            
	
              Email

               

            	
              rick.winters@rmbresources.com

               

            


    

     

     

    
      
        
        

      

      
        page
          88

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              Schedule
                9    RMB
                GSA

            


    

     

    Schedule
      2 – APG place of business 

    
      

    

     

    Address: 5655
      South Yosemite Street

    Suite
      200
      Greenwood Village

    Colorado
      80111-3220

    United
      States of America

    Contact: R.
      David
      Russell

    Facsimile:     +1
      720
      482 0957

     

    
      
        
        

      

      
        page
          89

        
          

        

      

      
        
        

      

    

     

    Schedule
      10

     

     

    Key
      Mineral Rights 

    
      

    

     

    FEE
      LANDS

     

    
      
        	 	 	 	 	
                Acres

              	 
	 	 	 	 
	 T.
                7 N., R. 4 W., Jefferson County, Montana	 	 	 
	 	 	 	 
	
                Section
                  1:

                 

              	 	 	
                Tract
                  A (Tract 1) of Certificate of Survey No. 21135, Folio 646-B; Tract
                  A of
                  Certificate of Survey No. 216150, Folio 678-B; Lot 4, Lot
                  5

              	 	 	
                263.00

              	 
	 	 	 	 	 	 	 	 
	
                Section
                  4:

                 

              	 	 	
                S1/2SW1/4,
                  Lot 10; Surface only: Lots 17, 19, 20, 22, 23, 24, 25 (Less 20-acre
                  Reynolds Tract - reconveyed to Virginia Reynolds in 1996)

              	
                 

                
                

              	 	
                218.68

              	 
	 	 	 	 	 	 	 	 
	
                Section
                  5:

              	 	 	
                SE1/4SE1/4;
                  Lot 11; SE1/4SW1/4; Surface only: Lots 6, 19; SW1/4SW1/4

              	 	 	
                221.19

              	 
	 	 	 	 	 	 	 	 
	
                Section
                  8:

              	 	 	
                Lots
                  21, 24, 25, 26, 28, 29, 30, 31, 32, 33, 35, 36, 37, 39, 40, 41,
                  43, 44;
                  Surface only: Lot 38

              	 	 	
                335.98

              	 
	 	 	 	 	 	 	 	 
	
                Section
                  9:

              	 	 	
                N1/2NW1/4;
                  NW1/4NE1/4; N1/2SW1/4SW1/4; N1/2S1/2SW1/4SW1/4; SW1/4NW1/4; NW1/4SW1/4;
                  Surface only: Lots 3, 8, 9, 18

              	 	 	
                354.12

              	 
	 	 	 	 	 	 	 	 
	
                Section
                  16:

                 

              	 	 	
                W1/2NW1/4;
                  SE1/4NW1/4; SW1/4NE1/4NW/4; N1/2SW1/4; SW1/4SW1/4; NOTE: This description
                  includes all of Placer 2578, being the N1/2NW1/4NW1/4; SW1/4NE1/4NW1/4
                  and
                  the NE1/4SE1/4NW1/4; EXCEPTING THEREFROM 2 parcels of land described
                  in
                  Book “U” of Deeds, page 229 and Book 18 of Deeds, Pg 418

              	 	 	
                250.00

              	 
	 	 	 	 	 	 	 	 
	
                Section
                  17:

              	 	 	
                Lots
                  1, 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 - Except
                  Parcel in
                  Lots 5 & 7, described in Bk 61 deeds, Pg 38

              	 	 	
                394.24

              	 
	 	 	 	 	 	 	 	 
	
                T.
                  7 N., R. 3 W., Jefferson County,
                  Montana

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                Section
                  6:

              	 	 	
                Parcel
                  “A” - COS #132231, Folio 257C

              	 	 	
                2.603

              	 
	 	 	 	 	 	 	 	 
	
                T.
                  1 N., R. 12 W., Silver Bow County, Montana

              	 	 	 	 
	 	 	 	 	 	 	 	 
	
                Section
                  1:

              	 	 	
                Parcels
                  2 & 3 - COS #285-A

              	 	 	
                19.92

              	 


      

    

     

    
      
        
        

      

      
        page
          90

        
          

        

      

      
        
        

      

    

     

    PATENTED
      MINING CLAIMS

     

    
      	
              A.

            	
              The
                following patented mining claims, all located in Jefferson County,
                Montana, are identified by U.S. Mineral Survey Number, Section, Township
                and Range. 

            


    

     

    
      
        	
                NAME OF CLAIM

              	 	
                U.S. MS NO.

              	 	
                 

                Section

              	 	
                Township &
Range

              
	
                Placer

              	 	
                213

              	 	
                9,
                  16

              	 	
                7N4W

              
	
                Placer

              	 	
                258

              	 	
                8

              	 	
                7N4W

              
	
                Minah

              	 	
                286

              	 	
                8

              	 	
                7N4W

              
	
                Minah

              	 	
                381

              	 	
                8

              	 	
                7N4W

              
	
                North
                  Pacific, Lot 53A

              	 	
                474

              	 	
                9

              	 	
                7N4W

              
	
                Lot
                  53B

              	 	
                474

              	 	
                9

              	 	
                7N4W

              
	
                Somewhere

              	 	
                734

              	 	
                9

              	 	
                7N4W

              
	
                North
                  Atlantic

              	 	
                1649

              	 	
                9

              	 	
                7N4W

              
	
                Hillside

              	 	
                1870

              	 	
                7,
                  18

              	 	
                7N4W

              
	
                Homestake

              	 	
                2025

              	 	
                8

              	 	
                7N4W

              
	
                Iowa

              	 	
                2026

              	 	
                8,
                  17

              	 	
                7N4W

              
	
                Iron
                  Dollar

              	 	
                2027

              	 	
                8

              	 	
                7N4W

              
	
                General
                  Harris

              	 	
                2038

              	 	
                8

              	 	
                7N4W

              
	
                Leadville

              	 	
                2038

              	 	
                7,
                  8

              	 	
                7N4W

              
	
                Annie
                  B

              	 	
                2064

              	 	
                8

              	 	
                7N4W

              
	
                Flagstaff

              	 	
                2122

              	 	
                4,
                  5

              	 	
                7N4W

              
	
                Russell

              	 	
                2732

              	 	
                9

              	 	
                7N4W

              
	
                San
                  Pedro Millsite, Lot B

              	 	
                4747

              	 	
                8,
                  17

              	 	
                7N4W

              
	
                San
                  Pedro, Lot A

              	 	
                4747

              	 	
                8,
                  17

              	 	
                7N4W

              
	
                Blizzard

              	 	
                5456

              	 	
                17,
                  18

              	 	
                7N4W

              
	
                Superior

              	 	
                7582

              	 	
                23

              	 	
                7N4W

              
	
                Tamarack
                  Jr.

              	 	
                7583

              	 	
                23

              	 	
                7N4W

              
	
                Sinrock

              	 	
                7584

              	 	
                23

              	 	
                7N4W

              
	
                Slenes

              	 	
                7585

              	 	
                14,
                  23

              	 	
                7N4W

              
	
                Seva

              	 	
                7587

              	 	
                22

              	 	
                7N4W

              
	
                Golden
                  Star

              	 	
                7588

              	 	
                22

              	 	
                7N4W

              
	
                Red
                  Rock

              	 	
                7589

              	 	
                22

              	 	
                7N4W

              
	
                Fraction

              	 	
                7590

              	 	
                22

              	 	
                7N4W

              
	
                Copper
                  King

              	 	
                7591

              	 	
                22,
                  23

              	 	
                7N4W

              
	
                Elk

              	 	
                8241

              	 	
                15

              	 	
                7N4W

              
	
                Jockey
                  Boy

              	 	
                8242

              	 	
                15

              	 	
                7N4W

              
	
                American
                  Mint

              	 	
                8243

              	 	
                15

              	 	
                7N4W

              
	
                Song
                  Bird

              	 	
                8244

              	 	
                15

              	 	
                7N4W

              
	
                Ruby

              	 	
                8245

              	 	
                15

              	 	
                7N4W

              


      

       

      
        
          
          

        

        
          page
            91

          
            

          

        

        
          
          

        

      

       

      
        	
                NAME OF CLAIM

              	 	

                U.S. MS NO.

              	 	
                Section

              	 	
                Township &
Range

              
	
                Daisy

              	 	
                8246

              	 	
                15

              	 	
                7N4W

              
	
                Monitor

              	 	
                8247

              	 	
                15

              	 	
                7N4W

              
	
                Blue
                  Rock

              	 	
                8248

              	 	
                9,
                  10, 15, 16

              	 	
                7N4W

              
	
                Basin

              	 	
                8249

              	 	
                10,
                  15

              	 	
                7N4W

              
	
                Mammoth

              	 	
                8250

              	 	
                10,
                  15

              	 	
                7N4W

              
	
                Wickes

              	 	
                8251

              	 	
                10,
                  15

              	 	
                7N4W

              
	
                Covellite

              	 	
                8252

              	 	
                10,
                  15

              	 	
                7N4W

              
	
                Tom
                  Boy

              	 	
                8253

              	 	
                10

              	 	
                7N4W

              
	
                Chalcopgeite

              	 	
                8254

              	 	
                10

              	 	
                7N4W

              
	
                Jumper

              	 	
                8255

              	 	
                10

              	 	
                7N4W

              
	
                Equator

              	 	
                8256

              	 	
                10

              	 	
                7N4W

              
	
                Leamy
                  No. 1

              	 	
                8444

              	 	
                9,
                  16

              	 	
                7N4W

              
	
                Leamy
                  No. 2

              	 	
                8445

              	 	
                9

              	 	
                7N4W

              
	
                Alpine

              	 	
                8854

              	 	
                9

              	 	
                7N4W

              
	
                Butte

              	 	
                8854

              	 	
                9

              	 	
                7N4W

              
	
                Fair
                  Trial

              	 	
                8854

              	 	
                10

              	 	
                7N4W

              
	
                Anna
                  Lee

              	 	
                8865

              	 	
                10,
                  15

              	 	
                7N4W

              
	
                Bessie
                  H.

              	 	
                8939

              	 	
                17

              	 	
                7N4W

              
	
                Walker

              	 	
                8940

              	 	
                7,
                  12

              	 	
                7N4W,
                  7N5W

              
	
                Catherine

              	 	
                8940

              	 	
                7,
                  12

              	 	
                7N4W,
                  7N5W 

              
	
                Dewey

              	 	
                8940

              	 	
                7,
                  12

              	 	
                7N5W,
                  7N4W

              
	
                Albert

              	 	
                8940

              	 	
                12

              	 	
                7N5W

              
	
                Anna

              	 	
                8940

              	 	
                7,
                  8

              	 	
                7N4W

              
	
                Black
                  Rock No. 1

              	 	
                8940

              	 	
                7,
                  8

              	 	
                7N4W

              
	
                Bonanza

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Chief
                  Joseph

              	 	
                8940

              	 	
                12

              	 	
                7N5W

              
	
                Col
                  Farish

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Dow

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Edwards

              	 	
                8940

              	 	
                12

              	 	
                7N5W

              
	
                F.E.R.
                  (FRACTION)

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Glenbeg
                  No. 1

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Glenbeg
                  No.2

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Henrietta

              	 	
                8940

              	 	
                12

              	 	
                7N5W

              
	
                Kathleen

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Pine
                  Ridge

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Prosper

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Tell

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              


      

       

      
        
          
          

        

        
          page
            92

          
            

          

        

        
          
          

        

      

       

      
        	
                NAME OF CLAIM

              	 	
                U.S. MS NO.

              	 	
                Section

              	 	
                Township &
Range

              
	
                T.F.C.
                  

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Black
                  Rock No. 3

              	 	
                8940

              	 	
                7,
                  8

              	 	
                7N4W

              
	
                May
                  Bird

              	 	
                8946

              	 	
                9,
                  16

              	 	
                7N4W

              
	
                Columbia

              	 	
                9080

              	 	
                15,
                  16

              	 	
                7N4W

              
	
                Gertie
                  R

              	 	
                9081

              	 	
                21

              	 	
                7N4W

              
	
                Highland

              	 	
                9082

              	 	
                9,
                  10

              	 	
                7N4W

              
	
                Mary

              	 	
                9082

              	 	
                10

              	 	
                7N4W

              
	
                North
                  Alta 

              	 	
                9082

              	 	
                9,
                  10

              	 	
                7N4W

              
	
                Spring

              	 	
                9082

              	 	
                9,
                  10

              	 	
                7N4W

              
	
                Tunnel

              	 	
                9082

              	 	
                9,
                  10

              	 	
                7N4W

              
	
                Learned

              	 	
                9183

              	 	
                11

              	 	
                7N5W

              
	
                Black
                  Rock #2

              	 	
                9184

              	 	
                8

              	 	
                7N4W

              
	
                Chamberlin

              	 	
                9184

              	 	
                7

              	 	
                7N4W

              
	
                D.E.D.

              	 	
                9184

              	 	
                8

              	 	
                7N4W

              
	
                Geraldine
                  C.

              	 	
                9184

              	 	
                8

              	 	
                7N4W

              
	
                Helena

              	 	
                9184

              	 	
                7

              	 	
                7N4W

              
	
                Jordan

              	 	
                9184

              	 	
                7,
                  8

              	 	
                7N4W

              
	
                Missing
                  Link

              	 	
                9184

              	 	
                7,
                  18

              	 	
                7N4W

              
	
                Montana

              	 	
                9184

              	 	
                8

              	 	
                7N4W
                  

              
	
                P.Q.C.

              	 	
                9184

              	 	
                8

              	 	
                7N4W

              
	
                Ray

              	 	
                9184

              	 	
                7

              	 	
                7N4W

              
	
                S.R.D.

              	 	
                9184

              	 	
                7

              	 	
                7N4W

              
	
                Last
                  Chance

              	 	
                9193

              	 	
                10

              	 	
                7N4W

              
	
                Babe

              	 	
                9325

              	 	
                16

              	 	
                7N4W

              
	
                Soldier
                  Boy

              	 	
                9641

              	 	
                9,
                  16

              	 	
                7N4W

              
	
                U.S.

              	 	
                9641

              	 	
                9,
                  16

              	 	
                7N4W

              
	
                Butte

              	 	
                9915

              	 	
                12

              	 	
                7N4W

              
	
                Glasgow

              	 	
                9915

              	 	
                11,
                  13, 14

              	 	
                7N4W

              
	
                Gray
                  Eagle

              	 	
                9915

              	 	
                11,
                  12

              	 	
                7N4W

              
	
                Paris

              	 	
                9915

              	 	
                12

              	 	
                7N4W

              
	
                Nellie

              	 	
                10031

              	 	
                16

              	 	
                7N4W

              
	
                Houghton

              	 	
                10032

              	 	
                17
                  ,18

              	 	
                7N4W

              
	
                Wickes

              	 	
                10032

              	 	
                17,
                  18

              	 	
                7N4W

              
	
                Blizzard
                  No. 2

              	 	
                10033

              	 	
                18

              	 	
                7N4W

              
	
                Last
                  Chance

              	 	
                10640

              	 	
                9

              	 	
                7N4W

              
	
                Sure
                  Thing

              	 	
                10640

              	 	
                9

              	 	
                7N4W

              
	
                Little
                  Nancy

              	 	
                8939

              	 	
                17

              	 	
                7N4W

              
	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          page
            93

          
            

          

        

        
          
          

        

      

       

      
        	
                NAME OF CLAIM

              	 	
                U.S. MS NO.

              	 	
                Section

              	 	
                Township &
Range

              
	
                Elkador
                  Extension

              	 	
                8939

              	 	
                17

              	 	
                7N4W

              
	
                Elkador

              	 	
                2038

              	 	
                17,
                  18

              	 	
                7N4W

              
	
                Little
                  Nancy Extension

              	 	
                8939

              	 	
                17,
                  18

              	 	
                7N4W

              
	
                Simmons
                  Placer

              	 	
                4154

              	 	
                8,
                  17

              	 	
                7N4W
                  

              


      

    

     

    
      	
              B.

            	
              The
                Searchlight patented mining claim, M.S. No. 6640, and the Wasp
                patented mining claim, M.S. No. 6634, both of which are covered by
                that Exploration and Mining Lease dated March 19, 2004 between
                Fremont River Development Corporation and Montana Tunnels Mining,
                Inc.

            


    

     

    UNPATENTED
      MINING CLAIMS

     

    The
      following unpatented lode mining and millsite claims situate in Sections 10-15,
      22-24, and 26-27, Township 7 North, Range 4 West, P.M.M., Jefferson County,
      Montana, to-wit:

     

    
      County
        Recording

    

     

    
      
        	
                Claim Name

              	 	
                Book

              	 	
                Page

              	 	
                BLM MMC

              
	 	 	 	 	 	 	 
	
                GG
                  41R

              	 	
                70

              	 	
                296

              	 	
                126750

              
	
                GG
                  42R

              	 	
                70

              	 	
                298

              	 	
                126751

              
	
                GG
                  45

              	 	
                66

              	 	
                28

              	 	
                81809

              
	
                GG
                  46

              	 	
                66

              	 	
                29

              	 	
                81810

              
	
                GG
                  47

              	 	
                66

              	 	
                30

              	 	
                81811

              
	
                GG
                  49

              	 	
                66

              	 	
                32

              	 	
                81813

              
	
                GG
                  50

              	 	
                66

              	 	
                33

              	 	
                81814

              
	
                GG
                  52

              	 	
                66

              	 	
                35

              	 	
                81816

              
	
                GG
                  52R

              	 	
                70

              	 	
                621

              	 	
                127830

              
	
                GG
                  53

              	 	
                70

              	 	
                639

              	 	
                81817

              
	
                GG
                  55

              	 	
                70

              	 	
                635

              	 	
                81819

              
	
                GG
                  113

              	 	
                66

              	 	
                420

              	 	
                86605

              
	
                AE
                  1

              	 	
                63

              	 	
                256

              	 	
                28456

              
	
                AE
                  2

              	 	
                63

              	 	
                258

              	 	
                28457

              
	
                AER
                  3

              	 	
                66

              	 	
                414

              	 	
                86606

              
	
                AER
                  4

              	 	
                66

              	 	
                415

              	 	
                86607

              
	
                AER
                  5

              	 	
                66

              	 	
                416

              	 	
                86608

              
	
                AER
                  6

              	 	
                66

              	 	
                417

              	 	
                86609

              
	
                AER
                  7

              	 	
                66

              	 	
                418

              	 	
                86610

              
	
                AER
                  8

              	 	
                66

              	 	
                498

              	 	
                88741

              
	
                AER
                  9

              	 	
                66

              	 	
                499

              	 	
                88742

              
	
                F
                  11R

              	 	
                70

              	 	
                280

              	 	
                126743

              
	
                F
                  15

              	 	
                69

              	 	
                541

              	 	
                86632

              
	 	 	70	 	645	 	 


      

       

      
        
          
          

        

        
          page
            94

          
            

          

        

        
          
          

        

      

       

      
        County
          Recording

      

       

      
        	
                Claim Name

              	 	
                Book 

              	 	
                Page

              	 	
                BLM MMC

              
	 	 	 	 	 	 	 
	
                F
                  19

              	 	
                69

              	 	
                852

              	 	
                124060

              
	 	 	
                76

              	 	
                49-51

              	 	 
	 	 	
                76

              	 	
                129

              	 	 
	 	 	
                76

              	 	
                131

              	 	 
	
                F-16

              	 	
                75

              	 	
                803

              	 	
                200554

              
	
                F-17

              	 	
                70

              	 	
                643

              	 	
                121433

              
	
                F-18

              	 	
                69

              	 	
                686

              	 	
                121434

              
	
                F-22

              	 	
                70

              	 	
                286

              	 	
                126745

              
	
                F-23

              	 	
                70

              	 	
                629

              	 	
                127834

              
	
                F-24

              	 	
                70

              	 	
                288

              	 	
                126746

              
	
                F-25

              	 	
                70

              	 	
                292

              	 	
                126747

              
	
                F-26

              	 	
                70

              	 	
                290

              	 	
                126748

              
	
                F-27

              	 	
                70

              	 	
                294

              	 	
                126749

              
	
                ALTA
                  FRACTION NO. 5

              	 	
                74

              	 	
                456

              	 	
                183678

              
	
                ALTA
                  FRACTION NO. 6

              	 	
                74

              	 	
                458

              	 	
                183679

              
	
                ALTA
                  FRACTION NO. 7

              	 	
                74

              	 	
                460

              	 	
                183680

              
	
                GM
                  36

              	 	
                65

              	 	
                983

              	 	
                81868

              
	
                GM
                  54

              	 	
                66

              	 	
                903

              	 	
                101643

              
	
                MF
                  1

              	 	
                68

              	 	
                816

              	 	
                83464

              
	 	 	
                70

              	 	
                631

              	 	 
	 	 	
                75

              	 	
                800

              	 	 
	
                TBX
                  14

              	 	
                69

              	 	
                191

              	 	
                28455

              
	
                Kaki

              	 	
                69

              	 	
                193

              	 	
                28440

              
	 	 	
                76

              	 	
                141

              	 	 
	 	 	
                76

              	 	
                143

              	 	 


      

    

     

    Owner
      or
      Claimant: 
Montana
      Tunnels Mining, Inc.

     

    
      
        
        

      

      
        page
          95

        
          

        

      

      
        
        

      

    

     

    Schedule
      11

     

    Current
      Insurance Policies 

    
      

    

     

    APOLLO
      GOLD/MONTANA TUNNELS

     

    Insurance
      Program

     

    Through
      June 30, 2008

     

    
      	
              Description

            	 	
            	 	
              2007-8

            
	
              Type

            	
            	
              Insurer

            	
            	
              Policy Number

            	
            	
              Coverage

            
	
              · Auto

               

            	 	
              National
                Union Fire Ins Co (AIG

               

            	 	
              CA
                763-16-05

               

            	 	
              $1
                million

               

            
	
              · General
                Liability & Emp Benefit

               

            	 	
              National
                Union Fire Ins Co (AIG

               

            	 	
              GL
                972-50-30

               

            	 	
              $2
                million/$1K

               

            
	
              · Umbrella

               

            	 	
              National
                Union Fire Ins Co (AIG)

               

            	 	
              BE7250685

               

            	 	
              $20
                million/$10K

               

            
	
              · Workers
                Comp (Corporate)

               

            	 	
              New
                Hampshire Insurance Company

               

            	 	
              WC
                159-08-45

               

            	 	
              Statutory

               

            
	
              · Foreign
                Pkg (WC)

               

            	 	
              AIG

               

            	 	
              WR10006025

               

            	 	
              Statutory

               

            
	
              · Canadian
                Autos

               

            	 	
              Chubb
                Ins Companies of Canada

               

            	 	
              37112596

               

            	 	
              $2
                million/$1K

               

            
	
              · Canadian
                General Liability

               

            	 	
              American
                Home Assurance Co

               

            	 	
              RMGALA5488551

               

            	 	
              $2
                million/$1K

               

            
	
              · Property
                & Boiler,BI after 30 days

               

            	 	
              Zurich

               

            	 	
              IM4553928-02

               

            	 	
              $61
                million/$500K (was $55 mil.)

               

            
	
              · Stock
                throughput Program (Transit)

               

            	 	
              Lloyds
                of London

               

            	 	
              GMYA10L

               

            	 	
              $2.5
                million/$5K

               

            
	
              · Directors
                and Officers (D&O)

               

            	 	
              National
                Union Fire Ins Co (AIG)

               

            	 	
              659-63-98

               

            	 	
              $20
                million/$100K/$150K (was $5+$5)

               

            
	
              · Excess
                D&O over $5 million

               

            	 	
              National
                Union Fire Ins Co (AIG)

               

            	 	
              N/A

               

            	 	
              $5
                million

               

            
	
              · Other
                Insurance

               

            	 	
              National
                Union Fire Ins Co (AIG)

               

            	 	
              647-9816

               

            	 	
              $3
                million

               

            
	
              · Commercial
                Crime

               

            	 	
              Hartford
                Fire Insurance Co

               

            	 	
              00
                FA 0233570-07

               

            	 	
              $3
                million/$50K

               

            
	
              · Fiduciary
                Liability

               

            	 	
              Federal
                Insurance Co (Chubb)

               

            	 	
              6801-6727

               

            	 	
              $1
                million/$25K

               

            


    

     

    
      
        
        

      

      
        page
          96

        
          

        

      

      
        
        

      

    

     

    Schedule
      12

    Excluded
      Claims

    
      
        

      

    

    

      
        	
                1

              	 	
                GG
                  41R

              
	
                2

              	 	
                GG
                  42R

              
	
                3

              	 	
                GG
                  49

              
	
                4

              	 	
                GG
                  50

              
	
                5

              	 	
                GG52

              
	
                6

              	 	
                GG
                  52R

              
	
                7

              	 	
                GG
                  53

              
	
                8

              	 	
                GG
                  55

              
	
                9

              	 	
                AER
                  8

              
	
                10

              	 	
                AER
                  9

              
	
                11

              	 	
                F-16

              
	
                12

              	 	
                F-17

              
	
                13

              	 	
                F-18

              
	
                14

              	 	
                F-22

              
	
                15

              	 	
                F-23

              
	
                16

              	 	
                ALTA
                  FRACTION NO. 5

              
	
                17

              	 	
                ALTA
                  FRACTION NO. 6

              
	
                18

              	 	
                ALTA
                  FRACTION NO. 7

              
	
                19

              	 	
                GM
                  36

              
	
                20

              	 	
                GM
                  54

              


      

    

     

    
      
        
        

      

      
        page
          97

        
          

        

      

      
        
        

      

    

     

    
      		 


    

     

    Signing
      page

     

     

    Executed
      as an agreement 

    
      

    

     

    
      	 	
              Borrower

            
	 	
               

              Signed
                for 

              Montana
                Tunnels Mining, Inc.

              By
                its authorised signatory

            
	
               

              By:

            	 	 
	 	
              Authorised
                Signatory

            	 
	
               

              print
                name

            	 	 
	
               

              title

            	 	 


    

    


     

    
      	 	
              Guarantor

               

            
	 	
              Signed
                for 

              Apollo
                Gold Corporation

              By
                its authorised signatory

            
	
               

              By:

            	 	 
	 	
              Authorised
                Signatory

            	 
	
               

              print
                name

            	 	 
	
               

              title

            	 	 


    

    


     

    
      	 	
              Guarantor

            
	 	
               

              Signed
                for 

              Apollo
                Gold Inc.

              By
                its authorised signatory

            
	
               

              By:

            	 	 
	 	
              Authorised
                Signatory

            	 
	
               

              print
                name

            	 	 
	
               

              title

            	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              Signing
                page 

            


    

     

    
      	 	
              Agent

            
	 	
               

              Signed
                for 

              RMB
                Resources Inc.

              By
                its authorised officer

            
	
               

              By:

            	 	 
	 	
              Authorised
                Officer

            	 
	
               

              print
                name

            	 	 
	
               

              title

            	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 


    

     

    
      	 	
              Financier

            
	 	
               

              Signed
                for 

              RMB
                Australia Holdings Limited

              By

            
	
               

              By:

            	 	 
	 	
              Director

            	 
	
               

              print
                name

            	 	 
	
               

              By:

            	 	 
	 	
              Director
                / Secretary

            	 
	
               

              print
                name

            	 	 
	
               

              title