0001144204-06-030795 Sample Contracts

MINE DEVELOPMENT AND OPERATING AGREEMENT by and between Montana Tunnels Mining, Inc. and Elkhorn Tunnels, LLC
Mine Development and Operating Agreement • August 2nd, 2006 • Apollo Gold Corp • Gold and silver ores • Colorado

This Mine Development and Operating Agreement is made as of July 28, 2006 (the “Effective Date”) by and between Montana Tunnels Mining, Inc. (“MTM”), a Delaware corporation and wholly-owned subsidiary of Apollo Gold Corporation, the address of which is 5655 South Yosemite, Suite 200, Greenwood Village, Colorado 80111, and Elkhorn Tunnels, LLC (“EKT”), a Delaware limited liability company and an Affiliate of Calim Private Equity LLC, the address of which is 320 West Main Street, Aspen, Colorado 81611.

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OPTION AGREEMENT
Option Agreement • August 2nd, 2006 • Apollo Gold Corp • Gold and silver ores • Colorado

THIS OPTION AGREEMENT is made and entered into effective as of July 28, 2006 by and between Elkhorn Goldfields, Inc., a Montana corporation, whose address is 320 West Main Street, Aspen, Colorado 81611 (“EGI”), and Montana Tunnels Mining, Inc., a Delaware corporation, whose address is P.O. Box 176, Jefferson City, Montana 59638 (“MTM”). EGI and MTM will be collectively referred to hereinafter as the “Parties” and each will be referred to individually as a “Party”.

MILL OPERATING AND OPTION AGREEMENT By and Between Montana Tunnels Mining, Inc. and Elkhorn Goldfields, Inc.
Mill Operating and Option Agreement • August 2nd, 2006 • Apollo Gold Corp • Gold and silver ores • Colorado

THIS MILL OPERATING AND OPTION AGREEMENT is made as of the 28th day of July, 2006 (the “Execution Date”), by and between Montana Tunnels Mining, Inc., a Delaware corporation (“MTM”), and Elkhorn Goldfields, Inc., a Montana corporation (“EGI”) and an Affiliate of Calim Private Equity LLC (“CPE”), with MTM and EGI sometimes referred to herein individually as a “party” and collectively as “parties.”

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