Standard Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2006 • Apollo Gold Corp • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 30, 2006, among Apollo Gold Corporation, a corporation incorporated under the laws of the Yukon Territory, Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of APOLLO GOLD CORPORATIONCommon Stock Purchase Warrant • November 1st, 2006 • Apollo Gold Corp • Gold and silver ores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Apollo Gold Corporation, a corporation incorporated under the laws of the Yukon Territory, Canada (the “Company”), up to ______ shares (the “Warrant Shares”) of common stock, no par value per share (the “Common Stock”), of the Company; provided, however, that the Termination Date shall be extended for the number of days during such period in which (i) trading in the Common Stock is suspended by any Trading Market, or (ii) the Registration Statement is not effective but in no event later than 42 months after the Ini
AGENCY AGREEMENTAgency Agreement • November 1st, 2006 • Apollo Gold Corp • Gold and silver ores • Ontario
SUBSCRIPTION FOR FLOW-THROUGH UNITSSubscription Agreement • November 1st, 2006 • Apollo Gold Corp • Gold and silver ores
The undersigned (hereinafter referred to as the "Subscriber") hereby subscribes for and agrees to purchase from the Company the number of units ("Flow-Through Units") of the Company set forth below, each Flow-Through Unit being comprised of one common share of the capital stock of the Company ("Flow-Through Share") and one-half of one common share purchase warrant of the Company, at a subscription price of Cdn$0.45 per Flow-Through Unit. Each whole common share purchase warrant (a "Flow-Through Warrant") will entitle the holder thereof to purchase one common share in the capital of the Corporation for each Flow-Through Warrant for a period of 24 months at a price of Cdn$1.00 per share for the first 12 months, and at a price of Cdn$1.15 per share for the last 12 months. The Subscriber agrees to be bound by the terms and conditions set forth in the attached "Terms and Conditions of Subscription and Renunciation Agreement for Units of Apollo Gold Corporation" and acknowledges that the Cor
ContractWarrant Agreement • November 1st, 2006 • Apollo Gold Corp • Gold and silver ores • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT (1) ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTIONS 4 AND 10 OF THIS WARRANT AND (2) HAVE BEEN, OR WILL BE, ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
APOLLO GOLD CORPORATION Up to 20,000,000 Units, each Unit consisting of One Share of Common Stock and One-Half Common Stock Purchase Warrant AGENCY AGREEMENT October 30, 2006Agency Agreement • November 1st, 2006 • Apollo Gold Corp • Gold and silver ores • California
Apollo Gold Corporation, a corporation incorporated under the laws of the Yukon Territory, Canada (the “Company”), proposes, upon the terms and subject to the conditions set forth in this Agreement (together with the exhibits attached hereto, this “Agreement”), to offer for sale (the “Offering”) up to 20,000,000 units (individually, a “Unit” and, collectively, the “Units”), each Unit consisting of one share (each, a “Share” and, collectively, the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), and a warrant, with a three year term, to purchase one Share of the Common Stock (the “Warrant Shares”) at an exercise price of $0.50 per share (each, a “Warrant” and, collectively, the “Warrants”). In connection with the Offering, the Company desires to engage Shoreline Pacific, LLC as its exclusive agent (the “Agent”), upon the terms and subject to the conditions set forth in this Agreement and the Engagement Letter (as defined below). The Units and the Off
