UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [FOUR MONTHS AND ONE DAY FROM DATE OF ISSUANCE].Rights Agreement • December 31st, 2008 • 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 31st, 2008 • Apollo Gold Corp • Gold and silver ores • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December ___, 2008 by and among Apollo Gold Corporation, a Yukon Territory corporation (the “Company”), as evidenced by the signatures of the Company and the Subscribers pursuant to the Subscription Agreements for Flow-Through Shares (the “Subscription Agreements”), dated December ___, 2008. In order to induce the Subscribers under the Subscription Agreements to enter into the Subscription Agreements, the Company has agreed to provide the registration rights set forth in this Agreement.
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 • December 31st, 2008 • Apollo Gold Corp • Gold and silver ores • Ontario
A completed and originally executed copy of this Subscription Agreement, including the items required to be completed as set out above, must be delivered, by no later than 10:00 a.m. (Toronto time) on December 19, 2008, to Apollo Gold Corporation, 5655 South Yosemite Street, Suite 200, Greenwood Village, Colorado, 80111-3220, Attention: R. David Russell, Fax: (720) 482-0957.
