UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE NOVEMBER 16, 2009.Rights Agreement • July 20th, 2009 • 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 • July 20th, 2009 • Apollo Gold Corp • Gold and silver ores • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of July ●, 2009 by and among Apollo Gold Corporation, a Yukon Territory corporation (the "Company"), the Subscribers (as defined below) and Haywood Securities Inc. ("Haywood"). 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.
APOLLO GOLD CORPORATION SUBSCRIPTION AGREEMENT FOR COMMON SHARESRights Agreement • July 20th, 2009 • Apollo Gold Corp • Gold and silver ores • Ontario
The undersigned (the "Subscriber") hereby irrevocably subscribes for and offers to purchase from Apollo Gold Corporation (the "Corporation") that number of Common Shares (as hereinafter defined) specified below at a price of Cdn$0.45 per Common Share. The Subscriber agrees to be bound by the terms and conditions set forth in the attached "Terms and Conditions of Subscription for Common Shares" and acknowledges that the Corporation and the Underwriter, and their respective counsel, are relying upon the representations, warranties and covenants of the Subscriber set forth therein and in the schedules thereto. The purchase and sale of the Common Shares hereunder is being made concurrently with offerings (collectively with the sales hereunder, "Offering") of Common Shares and Flow-Through Shares (as hereinafter defined) (collectively, the "Offered Securities") that the Underwriter has agreed to purchase or to arrange for substitute purchasers consisting of: (i) 5,555,556 Common Shares; and
UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2009 • Apollo Gold Corp • Gold and silver ores • Ontario
APOLLO GOLD CORPORATION SUBSCRIPTION AGREEMENT FOR FLOW-THROUGH SHARESRights Agreement • July 20th, 2009 • Apollo Gold Corp • Gold and silver ores • Ontario
The undersigned (the "Subscriber") hereby irrevocably subscribes for and offers to purchase from Apollo Gold Corporation (the "Corporation") that number of Flow-Through Shares (as hereinafter defined) specified below at a price of $0.54 per Flow-Through Share. The Subscriber agrees to be bound by the terms and conditions set forth in the attached "Terms and Conditions of Subscription for Flow-Through Shares" and acknowledges that the Corporation and the Underwriter, and their respective counsel, are relying upon the representations, warranties and covenants of the Subscriber set forth therein and in the schedules thereto. The purchase and sale of the Flow-Through Shares hereunder is being made concurrently with offerings (collectively with the sales hereunder, "Offering") of Flow-Through Shares and Common Shares (as hereinafter defined) (collectively, the "Offered Securities") that the Underwriter has agreed to purchase or to arrange for substitute purchasers consisting of: (i) 13,888,
AMENDMENT NO. 1 TO THE UNDERWRITING AGREEMENTAgreement • July 20th, 2009 • Apollo Gold Corp • Gold and silver ores
AMENDMENT No. 1 (the “Amendment”) dated as of July 15, 2009, among Apollo Gold Corporation (the “Corporation”) and Haywood Securities Inc. and Blackmont Capital Inc. (collectively the “Underwriters”).
