AN "ACQUIRING PERSON", AS SUCH TERMS ARE
DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH
PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES
AND MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE.
THE CORPORATION WILL MAIL
OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF
THIS CERTIFICATE WITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A
WRITTEN REQUEST THEREFOR.
(d)
In addition, the Holder acknowledges that any certificate representing Common
Shares issued upon the exercise of this Warrant Certificate will bear the
following legend:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE ''SECURITIES ACT''), AND ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, THE HOLDER (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE
SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER; (B) TO PERSONS OTHER THAN
U.S. PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE
SECURITIES ACT (IF AVAILABLE); OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND (2) AGREES THAT IT WILL, PRIOR TO ANY
TRANSFER OF THIS SECURITY PURSUANT TO SUBPARAGRAPH (B) OR (C) ABOVE, FURNISH TO
THE ISSUER OR ISSUER'S COUNSEL SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS MAY BE REQUIRED BY THE ISSUER TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
''UNITED STATES'' AND ''U.S. PERSON'' HAVE THE MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT."
15
29.
Currency
All references herein to monetary amounts are references to lawful money of
Canada, unless otherwise specified herein.
30.
Notice
Any notice, document or other communication required or permitted by this
Warrant Certificate to be given by the Holder or the Corporation shall be in
writing and is sufficiently given if delivered personally, or if delivered or if
transmitted by any form of recorded telecommunication tested prior to
transmission, to such person addressed as follows:
(a)
if to the Holder:
to the address on the face page hereof
(b)
if to the Corporation:
Apollo Gold Corporation
5655 S. Yosemite Street, Suite 200
Greenwood Village, Colorado, 80111-3220
Attention:
Chief Financial Officer
Telephone No.:
(720) 886-9656
Facsimile No.:
(720) 482-0957
Notice so delivered shall be deemed to have been given on the Business Day that
it is received.
Notices transmitted by a form of recorded telecommunication
shall be deemed given on the day of transmission.
The Holder or