UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH 1, 2008.Rights Agreement • November 1st, 2007 • Apollo Gold Corp • Gold and silver ores • Ontario
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 TH
SUBSCRIPTION AGREEMENT FOR FLOW-THROUGH SHARES APOLLO GOLD CORPORATION THE FLOW-THROUGH SHARES BEING OFFERED FOR SALE MAY ONLY BE PURCHASED BY RESIDENTS OF ONTARIO, BRITISH COLUMBIA AND ALBERTA, IN EACH CASE PURSUANT TO AVAILABLE EXEMPTIONS UNDER...Subscription Agreement • November 1st, 2007 • Apollo Gold Corp • Gold and silver ores • Ontario
Offering: Private Placement Flow-Through Shares (the "Offering") using prospectus exemptions that do not require the preparation of an offering memorandum.
UNDERWRITING/AGENCY AGREEMENTUnderwriting/Agency Agreement • November 1st, 2007 • Apollo Gold Corp • Gold and silver ores • Ontario
