AGENCY AGREEMENTAgency Agreement • January 6th, 2005 • Apollo Gold Corp • Gold and silver ores • Ontario
In furtherance of a letter agreement (the "Letter Agreement") between Apollo Gold Corporation (the "Corporation") and Regent Mercantile Bancorp Inc. ("Regent" or the "Agent") dated as of December 16, 2004, the Agent hereby agrees to act as sole and exclusive agent for sale by way of a private placement, on a best efforts basis, and pursuant to the Registration Statement, the Base Prospectus and the Prospectus Supplement (all as defined below) in the Non-US Jurisdictions (as defined below) of up to 10,625,000 units (the "Units") of the Corporation, subject to an over-allotment option (the "Over-Allotment") to increase the size of the Offering (as defined below) to 12,500,000 Units at a price of US$0.75 per Unit, each Unit comprised of one common share (a "Common Share") and three-quarters (3/4) of one Common Share purchase warrant (a "Warrant"), each whole Warrant exercisable at US$1.00 per Common Share for up to 24-months following the Closing (as defined below) at which it was issued
