-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ALPNgL2R99CxQmi6DwYqH2IsxrgvbBW8lYOXOQcaT6R58RRrzDy8Uzv/jkgODmIY xazd7nVi5LJc7KJhdy1K6g== 0001104659-10-027514.txt : 20100511 0001104659-10-027514.hdr.sgml : 20100511 20100511112035 ACCESSION NUMBER: 0001104659-10-027514 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20100511 DATE AS OF CHANGE: 20100511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACQUARIE BANK LTD CENTRAL INDEX KEY: 0001257135 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: LEVEL 9 15 LONDON CIRCUIT CITY: CANBERRA ACT 2600 STATE: C3 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO GOLD CORP CENTRAL INDEX KEY: 0000938113 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 911724754 STATE OF INCORPORATION: B0 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78902 FILM NUMBER: 10819605 BUSINESS ADDRESS: STREET 1: 5655 SOUTH YOSEMITE STREET, SUITE 200 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 720-886-9656 MAIL ADDRESS: STREET 1: 5655 SOUTH YOSEMITE STREET, SUITE 200 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL PURSUIT CORP DATE OF NAME CHANGE: 19950215 SC 13D/A 1 a10-9820_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549



	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

APOLLO GOLD CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

03761E102

(CUSIP Number)

Macquarie Bank Limited

1 Martin Place

Sydney, NSW 2000, Australia

Telephone No. 612-8232-5281

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Anthony Lennon

Macquarie Bank Limited

Representative Office

125 W. 55th Street, 22nd Floor

New York, NY 10019

Telephone No. 212-231-2083

Facsimile No. 212-281-2177

March 18, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

	1.	Names of Reporting Persons Macquarie Bank Limited

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Sydney, Australia

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 50,505,463

			8.	Shared Voting Power None

			9.	Sole Dispositive Power 50,505,463

			10.	Shared Dispositive Power None

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 50,505,463

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 13.1%

	14.	Type of Reporting Person (See Instructions) CO, BK

Item 1.	Security and Issuer
The class of equity securities to which this Statement on Schedule 13D relates is the common stock (“Common Shares”) and warrants over Common Stock, of Apollo Gold Corp. (“Apollo,” or the “Issuer”), a Colorado corporation having its principal executive offices at 5655 South Yosemite Street, Suite 200, Greenwood Village, Colorado 80111-3220.

Item 2.	Identity and Background
This statement on Schedule 13D is being filed by Macquarie Bank Limited (“MBL”), an Australian corporation. MBL’s principal business is in financial services. MBL has its principal offices at 1 Martin Place, Sydney, NSW 2000, Australia. During the last five years, MBL has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.	Source and Amount of Funds or Other Consideration
In July 2008, MBL participated in a Prospectus Offering of units. On July 23, 2008, MBL acquired, for US$0.50 per unit (Cdn$ 0.50, as of July 23, 2008), 4,000,000 units from the Issuer, each unit comprising of 1 Common Share and half of one warrant each convertible into an equivalent Common Share. This resulted in MBL holding 4,000,000 Common Shares of Apollo, and 2,000,000 warrants exercisable to purchase 2,000,000 Common Shares at US$0.65 (Cdn$0.65, as of July 23, 2008) per Common Share. On December 10, 2008, the Issuer entered into a US$15,000,000 bridge loan facility with MBL and another lender. As part of this facility, MBL made available 50% of the aggregate loan and received 21,307,127 warrants, each warrant entitling MBL to purchase one Common Share at a price of US$0.177 (Cdn$0.221, as of Dec. 10, 2008) per Common Share and exercisable for a four year period ending on December 10, 2012. The terms of the warrant are contained within the Warrant Certificate dated December10, 2008, issued by Apollo to MBL (“2008 Warrant”). On February 23, 2009, the Issuer entered into a US$ 70,000,000 project financing facility with MBL and another lender that was used to repay the above-referenced bridge loan facility. In connection therewith, Macquarie was issued 23,198,336 warrants exercisable for a period of 48 months from closing, each warrant entitling MBL to purchase one Common Share at an exercise price of US$ 0.20 per Common Share (Cdn$ 0.252, as of February 23, 2009). The terms of the warrant are contained within the Warrant Certificate dated February 20, 2009, issued by Apollo to MBL (“2009 Warrant”).

Item 4.	Purpose of Transaction
MBL intends to hold the Common Shares, including the warrants and Common Shares issuable upon exercise thereof, solely for investment purposes. MBL currently has no plans or proposals that relate to or would result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of this Schedule 13D filing. However, MBL reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (a) its business and liquidity objectives, (b) the Issuer’s financial condition, business, operations, competitive position, prospects and/or share price, (c) industry, economic and/or securities markets conditions, (d) alternative investment opportunities, and (e) other relevant factors. Without limiting the generality of the preceding sentence, MBL reserves the right (in each case, subject to any applicable restrictions under law or contract) to at any time or from time to time (i) purchase or otherwise acquire additional securities of the Issuer, or instruments convertible into or exercisable for any such securities (collectively, “Issuer Securities”), in the open market, in privately negotiated transactions or otherwise, (ii) sell, transfer or otherwise dispose of Issuer Securities in public or private transactions, (iii) cause Issuer Securities to be distributed in kind to its investors, (iv) encourage (including, without limitation, through communications with directors, management, and existing or prospective security holders, investors or lenders of the Issuer, existing or potential strategic partners, industry analysts and other investment and financing professionals) the Issuer to consider or explore (A) sales or acquisitions of assets or businesses or other extraordinary corporate transactions, such as a takeover bid or scheme of arrangement (including transactions in which MBL and/or its affiliates may be proposed as acquirors), or (B) other changes to the Issuer’s business or structure.

Item 5.	Interest in Securities of the Issuer
	(a), (b)	See the information set forth on the cover page hereof.
	(c)	MBL has not effected any transaction in the Common Shares during the past 60 days.
	(d)	Not applicable.
	(e)	Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On March 18, 2010, MBL entered into an agreement (“Support Agreement”) with Linear Gold Corp. (“Linear”) pursuant to which MBL agreed, subject to the terms and conditions and certain exceptions set out in the Support Agreement, to vote the Common Shares in Apollo that MBL holds in favor of a proposed transaction contemplating a plan of arrangement involving Apollo and Linear under the Canada Business Corporations Act pursuant to which Apollo will acquire the outstanding Common Shares in Linear, the Linear shareholders will become shareholders in Apollo, and Linear will be merged with a wholly-owned subsidiary of Apollo. On March 18, 2010, MBL also entered into an agreement (“Lock Up Agreement”) with Apollo and Linear pursuant to which MBL agreed, subject to the terms and conditions and certain exceptions set out in the Lock Up Agreement, not to, directly or indirectly, sell, assign, transfer, loan, grant security over, grant any warrant, right or option to purchase, make any short sale or
otherwise dispose of, or enter into any hedging transactions with respect to the Common Shares in Apollo, or any options or warrants to purchase any Common Shares in Apollo held by MBL before December 31, 2010.

Item 7.	Material to be Filed as Exhibits
Exhibit A	Support Agreement dated March 18, 2010, between MBL and Linear.
Exhibit B	Lock Up Agreement dated March 18, 2010, among MBL, Apollo and Linear.
Exhibit C	2008 Warrant dated December 10, 2008, issued by Apollo to MBL
Exhibit D	2009 Warrant dated February 20, 2009, issued by Apollo to MBL

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Macquarie Bank Limited

	May 10, 2010
	Date
	/s/ Dennis Leong
	Signature
	Company Secretary
	Name/Title

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

EX-99.A 2 a10-9820_1ex99da.htm EX-99.A

Exhibit 99A

SUPPORT AGREEMENT

Linear Gold Corp.

Suite 502, 2000 Barrington Street

Halifax, Nova Scotia

B3J 3K1

Attention: President and Chief Executive Officer

In consideration of the entry into by Apollo Gold Corporation (“Apollo”) of a binding letter of intent dated March 9, 2010 (the “Letter Agreement”) with Linear Gold Corp. (“Target”) contemplating a plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act involving Apollo and Target, and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the undersigned), the undersigned agrees to the representations, warranties, covenants and conditions set out in this agreement.

For the avoidance of doubt, the restrictions, obligations, covenants and conditions set out in this agreement shall only apply to the Fixed Income, Currencies and Commodities Group (“FICC”) of Macquarie Bank Limited. Nothing in this agreement restricts or otherwise imposes any obligations or covenants on any other group, business or division of Macquarie Bank Limited or any affiliate of Macquarie Bank Limited.

1. The undersigned represents and warrants to Target (and acknowledges that Target is relying upon such representations and warranties) that:

(a) FICC is the beneficial owner of the number of common shares of Apollo (“Apollo Shares”), the number of common share purchase warrants of Apollo (“Apollo Warrants”) and the number of options (“Apollo Options”) exercisable to acquire an equal number of Apollo Shares (collectively, the “FICC Securities”) set forth in Schedule “A” hereto and the FICC Securities comprise all securities of Apollo (other than, for the avoidance of doubt, any debt interests or debt securities issuable under, related to or in connection with the project facility agreement (the “PFA”) among Apollo, the undersigned and RMB Australia Holdings Limited dated as of February 20, 2009 (as amended, restated, renewed or otherwise modified from time to time, including, without limitation, pursuant to Deferral Consents dated 28 September 2009, 30 December 2009 and 25 February 2010)) held of record, owned by, or for which voting or dispositive power is granted to, FICC;

(b) FICC has sole voting power (to the extent permitted by the attributes of such securities or pursuant to applicable law, regulation or policy), sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to the FICC Securities;

(c) the undersigned has the legal capacity to execute and deliver this Agreement and perform its obligations hereunder and that this Agreement has been duly executed and delivered by the undersigned, and this Agreement constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies are in the discretion of the court;

(d) neither the execution and delivery of this Agreement by the undersigned, the performance by the undersigned of its obligations hereunder nor the compliance by the undersigned with any

of the provisions hereof shall (i) result in any material breach of, or constitute a material default (or an event which with notice or lapse of time or both would become a material default) (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, license, agreement, lease, permit or other instrument or obligation to which the undersigned is a party or by which the undersigned or any of the FICC Securities may be bound, (ii) require on the part of the undersigned any permit, authorization, consent or approval of any governmental authority (other than the filing of any required insider trading reports or early warning reports), or (iii) violate any order, writ, injunction, decree, judgment, or laws applicable to the undersigned or any of the FICC Securities;

(e) there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any governmental authority, or, to the knowledge of the undersigned, threatened against the undersigned or any of the FICC Securities or, in the event that the undersigned is a corporation, any of its officers or directors (in their capacities as such) that, individually or in the aggregate, would reasonably be expected to limit the undersigned’s ability to perform its obligations hereunder. There is no judgment, decree or order against the undersigned or, to the knowledge of the undersigned, any of its respective directors or officers (in their capacities as such) that would reasonably be expected to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement, or that would reasonably be expected to limit the undersigned’s performance of its obligations hereunder;

(f) no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the undersigned of any of the FICC Securities owned by FICC or any interest therein or right thereto which requires or provides for the granting of a proxy by FICC in respect of the FICC Securities;

(g) other than the Apollo Warrants, FICC does not have any agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by FICC or transfer to FICC of additional securities of Apollo (other than pursuant to the PFA) and, FICC shall not, other than pursuant to the PFA or the exercise of any Apollo Warrants purchase or otherwise acquire or obtain any agreement or right to purchase any securities of Apollo from and including the date hereof up to and including the Expiry Date (defined below); and

(h) on the closing date of the Arrangement (the “Effective Date”), FICC will have (without exception) valid and marketable title to the FICC Securities free and clear of all claims, liens, pledges, mortgages, charges, encumbrances and security interests, except for the obligations under this Agreement.

2. Subject to Section 3, the undersigned covenants and agrees with Target that, (a) commencing on the date upon which the private placement contemplated by the Letter Agreement has been consummated and (b) until and including that date (the “Expiry Date”), which is the earlier of: (i) the date on which the Letter Agreement (or the definitive agreement superseding the Letter Agreement, as contemplated therein) is terminated in accordance with its terms; and (ii) July 2, 2010, the undersigned will:

(a) immediately cease and terminate existing discussions, if any, with any person with respect to any potential direct or indirect acquisition of, or any other business combination involving, Apollo or any material part of its assets (an “Apollo Acquisition Proposal”) and will not, directly or indirectly, make, solicit, assist, initiate, encourage or otherwise facilitate any inquiries, proposals or offers from any person, other than Target or its affiliates, relating to any Apollo Acquisition Proposal or participate in, any discussions or negotiations regarding any Apollo Acquisition Proposal, provided that nothing contained in this section or other provisions of this Agreement shall prevent: (i) the undersigned from participating in any discussions or negotiations regarding any Apollo Acquisition Proposal that the Board of Apollo has determined, prior to such participation, to be a Superior Proposal (as defined in the Letter Agreement); (ii) the undersigned from doing anything that is permitted by the terms of the lock up agreement made between Apollo, the Target and the undersigned dated on or about the date of this agreement (“Lock Up Agreement”). If the undersigned receives any inquiry relating to a potential Apollo Acquisition Proposal (including an offer or invitation to enter into discussions), the undersigned shall promptly notify Target in writing and provide to Target all relevant details relating thereto, including, without limitation, the price or consideration proposed to be paid in connection with such potential Apollo Acquisition Proposal and the form of consideration to be paid;

(b) subject to the terms, conditions and qualifications hereof, vote (i) all of the FICC Securities, and (ii) any other Apollo Securities acquired by FICC prior to the Expiry Date or over which control or discretion is exercised by FICC (in each case other than, for the avoidance of doubt, any debt interests or debt securities issuable under, related to or in connection with the PFA) for the approval of the Arrangement and any resolutions or matters relating thereto at any meeting of the securityholders of Apollo called to consider the same;

(c) not withdraw any proxy (if any) delivered to Apollo or the depositary in connection with any meeting of the securityholders of Apollo called to approve the Arrangement, except in accordance with the provisions of this Section 2;

(d) at its election, either (i) vote as a securityholder of Apollo against; or (ii) abstain from voting as a securityholder of Apollo in respect of any proposal (other than a Superior Proposal as defined in the Letter Agreement) submitted to the securityholders of Apollo in respect of any amalgamation, merger, sale of Apollo’s or its affiliates’ or associates’ assets, take-over bid, plan of arrangement, reorganization, recapitalization, shareholder rights plan, liquidation or winding-up of, reverse take-over or other business combination or similar transaction involving Apollo or any of its subsidiaries, (A) which would reasonably be regarded as being directed towards or likely to prevent or delay the successful completion of the Arrangement; or (B) which would reasonably be expected to result in an Apollo Material Adverse Effect (as defined in the Letter Agreement);

(e) take such steps as are required to ensure that FICC has beneficial ownership, with valid and marketable title to, the FICC Securities free and clear of all claims, liens, pledges, mortgages, charges, encumbrances and security interests, except for the undersigned’s obligations under this Agreement; and

(f) not do indirectly that which the undersigned may not do directly in respect of the restrictions on the undersigned’s rights with respect to the FICC Securities pursuant to this Agreement by the sale of any direct or indirect holding company or the granting of a proxy on the shares of any direct or indirect holding company and which would have, indirectly, any effect prohibited by this Agreement.

3. If the Agent (as defined in the PFA) has made a declaration under clause 13.2 of the PFA or gives a notice under clause 13.5(d) of the PFA the undersigned shall:

(a) immediately, and without the requirement for any further action by any party, cease to be bound by the provisions set forth in Sections 2(b) and 2(c); and

(b) at its election, either (i) vote (A) all of the FICC Securities, and (B) any other Apollo Securities acquired by FICC prior to the Expiry Date or over which control or discretion is exercised by FICC (in each case other than, for the avoidance of doubt, any debt interests or debt securities issuable under, related to or in connection with the PFA) for the approval of the Arrangement and any resolutions or matters relating thereto at any meeting of the securityholders of Apollo called to consider the same, or (ii) abstain from voting all securities described in clause (i) in respect of the Arrangement and any resolutions or matters relating thereto at any meeting of the securityholders of Apollo called to consider the same.

4. Nothing contained in this Agreement, including without the limitation the provisions set forth in Sections 2(a), 2(e) and 2(f), shall restrict or otherwise affect the ability of the undersigned and the Agent (as defined in the PFA) to enforce any or all of their rights and remedies under any Transaction Document (as defined in the PFA) or at law or equity and, for the avoidance of doubt, Sections 2(a), 2(e) and 2(f) shall be subject to the undersigned’s and the Agent’s rights and remedies as referenced herein.

5. The undersigned shall have the right to terminate this Agreement at any time on or following the Expiry Date. If this Agreement is terminated in accordance with this Section 5, the provisions of this Agreement will become null and void and of no further force and effect and no party shall have liability to any other party, except in respect of an intentional breach of this Agreement which occurred prior to such termination.

6. The undersigned hereby acknowledges that details of this Agreement shall be disclosed in any information circular produced by Apollo and/or Target in connection with the Arrangement. The undersigned and its legal counsel shall be given a reasonable opportunity to review the final version of such information circular and other documents related thereto, and all information relating solely to the undersigned included in any such circular shall be in form and content satisfactory to the undersigned, acting reasonably, subject to the overriding obligation to comply with applicable securities laws.

7. The undersigned agrees and confirms that: (a) any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the undersigned and Target or in the case of a waiver, by the party against whom the waiver is to be effective; and (b) no failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise.

8. The representations, warranties and covenants of the undersigned set forth in this Agreement shall terminate and be of no further force or effect upon the earlier to occur of the consummation of the Arrangement and the Expiry Date.

9. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered in person or transmitted by telecopy or similar means of recorded electronic communication to, in the case of the undersigned, the address, facsimile number or email address

contained on Schedule “A” and, in the case of Target, to Wade Dawe, President and Chief Executive Officer, Linear Gold Corp., Suite 502, 2000 Barrington Street, Halifax, Nova Scotia, B3J 3K1, facsimile no. (902) 491-4281, email: wdawe@lineargoldcorp.com (with a facsimile copy to Wildeboer Dellelce LLP (416) 361-1790, Attention: Troy Pocaluyko or electronic copy to troy@wildlaw.ca) or such other address as may be designated in writing hereafter, in the same manner, by such person. Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a business day, on the next following business day) provided that it is delivered or transmitted during normal business hours, failing which it shall be deemed to have been given and received on the next business day.

10. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to any party.

11. The provisions of this Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective heirs, administrators, successors and permitted assigns, provided that no party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of the other parties hereto, except that Target may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement to a wholly owned subsidiary without reducing its own obligations hereunder without the consent of the undersigned.

12. This Agreement, as supplemented by the Letter Agreement and the Consent, sets forth the entire agreement and understanding of the parties hereto in respect of the transactions contemplated hereby. There are no warranties, representations, terms, conditions or collateral agreements, expressed, implied or statutory, between the undersigned and Target other than as expressly set forth in this Agreement and the Consent.

13. The undersigned acknowledges, confirms, and agrees that the undersigned had the opportunity to seek and was not prevented nor discouraged by Target or Apollo from seeking independent legal advice prior to the execution and delivery of this Agreement and that, in the event that the undersigned did not avail himself with that opportunity prior to signing this Agreement, the undersigned did so voluntarily without any undue pressure and agrees that the undersigned’s failure to obtain independent legal advice should not be used by it as a defence to the enforcement of its obligations under this Agreement.

14. This Agreement may be executed by facsimile or electronic (PDF) copy and in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same agreement.

15. Each party shall pay the fees, costs and expenses of its financial, legal, auditing and other professional and other advisors incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred, to the extent provided for in the Consent. Nothing in this clause shall be taken to limit or otherwise relieve Apollo from its obligations in section 6.12 of the Consent to reimburse the undersigned for all reasonable costs and expenses (including legal fees) incurred by the Finance Parties in connection with this agreement and the Lock Up Agreement.

16. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to principles of conflicts of laws thereof, and the undersigned hereby irrevocably attorns to the jurisdiction of the courts of the Province of Ontario with respect to all action and proceedings arising out of or relating to this Agreement and agrees to waive any objection that such courts would be a convenient forum.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

DATED THIS 18th day of March, 2010.


MACQUARIE BANK LIMITED

Per:		/s/ Carmel Ferguson
Name: Carmel Ferguson
Title: Executive Director

Per:		/s/ Margot Branson
Name: Margot Branson
Title: Legal Risk Management


ACCEPTED AND AGREED TO THIS day of March, 2010.


LINEAR GOLD CORP.


By:	/s/ Keith Abriel
	Name: Keith Abriel
	Title: VP & CFO

SCHEDULE “A”

UNDERSIGNED’S SECURITIES

Name, Address, Facsimile Number and Email Address of “undersigned”	Number of Apollo Common Shares	Number of Apollo Warrants	Number of Apollo Options

Macquarie Bank Limited	4,000,000	46,505,463	None
1 Martin Place
Sydney, NSW 2000
Australia

Attention: Katie Choi
Fax: +61 2 8232 3590
E-mail: katie.choi@macquarie.com

with a copy to:
Macquarie Bank Limited
New York Representative Office
125 West 55th Street, 22nd Floor
New York, NY 10019

Attention: Alvaro Belevan
Fax: +1 212 231 2177
E-mail: alvaro.belevan@macquarie.com

EX-99.B 3 a10-9820_1ex99db.htm EX-99.B

Exhibit 99B

Lock-Up Agreement

March 17, 2010

Apollo Gold Corporation

5655 S. Yosemite Street, Suite 200
Greenwood Village, CO 80111

- and -

Linear Gold Corp.

Suite 502, 2000 Barrington Street

Halifax, Nova Scotia

B3J 3K1

Re: Apollo Gold Corporation – Lock-Up Agreement

Dear Sirs:

1. The undersigned understands that Apollo Gold Corporation (“Apollo”) has entered into a binding letter of intent dated March 9, 2010 with Linear Gold Corp. (“Linear”) with respect to the combination of Linear and Apollo (or its wholly owned subsidiary) by way of a plan of arrangement (the “Arrangement”), a copy of which has been provided to the undersigned on the date hereof (the “Letter Agreement”). The undersigned further understands that prior to completion of the Arrangement, Apollo intends to complete a private placement of common shares of Apollo (the “Common Shares”) to Linear for aggregate proceeds of CAD$25,000,000 (the “Private Placement”), of which USD$10,000,000 will be used to repay a portion of the outstanding amount (the “Initial Payment”) owed by Apollo to the undersigned and RMB Australia Holdings Limited pursuant to a project facility agreement among such parties dated as of February 20, 2009 (as amended, restated, renewed or otherwise modified from time to time, including, without limitation, pursuant to Deferral Consents dated 28 September 2009, 30 December 2009 and 25 February 2010) (the “PFA”).

2. Subject to paragraph (6) below, in connection with the Arrangement and in consideration of Linear completing the Private Placement, the undersigned agrees that, during the period (the “Lock-Up Period”) (a) commencing on the date upon which the Private Placement has been consummated, and (b) covering and continuing to and including December 31, 2010, the undersigned’s Fixed Income, Currencies and Commodities Group (“FICC”) will not, directly or indirectly, offer, sell, negotiate, contract to sell, hypothecate, pledge, assign, transfer, grant any warrant, right or option to purchase, encumber, loan, mortgage, make any short sale or otherwise dispose of any Common Shares, or any options or warrants to purchase any Common Shares, any securities convertible into, exchangeable for or that represent the right to receive Common Shares, or any economic interest or economic exposure in Common Shares (other than, for the avoidance of doubt, any debt interests or debt securities issuable under, related to or in connection with the PFA), whether now owned or hereinafter acquired, directly or indirectly, by FICC or with respect to which FICC has beneficial ownership (collectively, the “FICC Securities”).

3. The foregoing restriction is expressly agreed to prohibit FICC from engaging in any hedging or other transaction that is designed to or that may lead to or result in a sale or disposition of the FICC Securities or any economic interest or economic exposure therein, even if the FICC Securities would be disposed of by someone other than FICC. Such prohibited hedging or other transactions include, without limitation, any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the FICC Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such the FICC Securities.

4. Each of Apollo and Linear hereby agree and acknowledge that (a) up to and including the date of closing of the Arrangement, FICC may instruct Haywood Securities Inc. to accept and communicate to FICC, but not actively seek out, offers to purchase FICC Securities representing institutional block interest in such securities and, to the extent applicable, assist FICC in effecting trades of the FICC Securities and (b) following the date of completion

of the Arrangement and for the balance of the Lock-Up Period, FICC may instruct Haywood Securities Inc. or any other broker or adviser that is approved by Apollo, acting reasonably, to assist FICC in the process of identifying institutional block interest in the FICC Securities and, to the extent applicable, assist FICC in effecting trades of the FICC Securities and (c) each of Apollo and Linear shall not unreasonably withhold consent to any trade proposed to be made in accordance with clause (a) or (b).

5. The undersigned also agrees and consents to the entry of stop transfer instructions with Apollo’s transfer agent and registrar against the transfer of the FICC Securities except in compliance with the foregoing restrictions.

6. This agreement shall terminate automatically on the earlier of (i) the date on which the Letter Agreement (or the definitive agreement superseding the Letter Agreement, as contemplated therein) has been terminated in accordance with its terms, (ii) July 2, 2010 (or such later date that Apollo, Linear, the undersigned and RMB Australia Holdings Limited agree to in writing) if the Arrangement has not been consummated in accordance with the Letter Agreement (or the definitive agreement superseding the Letter Agreement, as contemplated therein) on or prior to such date and (iii) December 31, 2010.

7. For the avoidance of doubt, nothing in this agreement restricts or otherwise imposes any obligations on any group, business or division of the undersigned or any affiliate of the undersigned, other than FICC.

8. This agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The undersigned understands that Apollo and Linear are relying upon this agreement in proceeding toward consummation of the Arrangement. The undersigned further understands that, subject to the termination provision above, this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

Dated as of this 18th day of March, 2010.

	Very truly yours,

	MACQUARIE BANK LIMITED


	Per:	/s/ Carmel Ferguson
	Name: Carmel Ferguson
	Title: Executive Director

	Per:	/s/ Margot Branson
	Name: Margot Branson
	Title: Legal Risk Management

ACCEPTED AND AGREED TO THIS 18th day of March, 2010.

APOLLO GOLD CORPORATION


By:	/s/ R. David Russell
	Name: R. David Russell
	Title: President & CEO


LINEAR GOLD CORP.


By:	/s/ Keith Abriel
	Name: Keith Abriel
	Title:

EX-99.C 4 a10-9820_1ex99dc.htm EX-99.C

Exhibit 99C

WARRANT CERTIFICATE

APOLLO GOLD CORPORATION

(Incorporated under the laws of Yukon Territory, Canada)

WARRANT		WARRANTS 21,307,127
CERTIFICATE NO. 2

Unless permitted under securities legislation, the holder of this security must not trade the security before April 11, 2009.

Without prior written approval of the TSX and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX or otherwise in Canada or to or for the benefit of a Canadian resident until April 11, 2009.

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) REPRESENTS THAT (A) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT); OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (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; OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS WARRANT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT. THE SECURITIES TO BE ISSUED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT.

This warrant certificate is void if not exercised on or before 5:00 p.m. (Toronto time) on December 10, 2012.

THIS IS TO CERTIFY THAT FOR VALUE RECEIVED

Macquarie Bank Limited

(hereinafter referred to as the “holder” or the “Warrantholder”) is entitled to acquire, for each Warrant represented hereby, in the manner and subject to the restrictions and adjustments set forth herein, at any time and from time to time from December 10, 2008 (the “Issue Date”) until 5:00 p.m. (Toronto time) on December 10, 2012, at a price of Cdn$0.221 per share, one fully paid and non assessable common share (“Common Share”) of Apollo Gold Corporation (the “Corporation”), subject to adjustment as herein provided.

This Warrant may only be exercised at the registered office of the Corporation located at 5655 South Yosemite Street, Suite 200, Greenwood Village, Colorado 80111-3220, United States of America Attention: R. David Russell, or such other office as the Corporation may advise the holder in writing. This Warrant is issued subject to the terms and conditions appended hereto as Schedule “A”.

IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by a duly authorized signing officer.

DATED for reference this 10th day of December, 2008.

APOLLO GOLD CORPORATION

Per:	/s/ R. David Russell
R. David Russell, President and Chief Executive Officer

(See terms and conditions attached hereto)

SCHEDULE “A”

TERMS AND CONDITIONS FOR WARRANT

ARTICLE 1

INTERPRETATION

1.1 Definitions

In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:

(a) “Common Shares” means the common shares in the capital of the Corporation as constituted on the Issue Date provided that in the event of an adjustment of the subscription rights pursuant to Article 4 then “Common Shares” shall thereafter mean the shares or other securities or properties purchasable upon exercise of the Warrants as a result of any such adjustment;

(b) “Corporation” means Apollo Gold Corporation until a successor corporation shall have become such in the manner prescribed in Article 6, and thereafter “Corporation” shall mean such successor corporation;

(d) Credit Agreement means Facility Agreement dated [ ] between the Corporation, RMB Australia Holdings Limited, Macquarie Bank Limited and RMB Resources Inc..

(e) “Current Market Price” means at any date the price per share equal to the volume weighted average trading price of the Common Shares on the Toronto Stock Exchange (the “TSX”) or, if the Common Shares are not then listed on the TSX, on the NYSE Alternext U.S. Exchange, formerly known as the American Stock Exchange or, if the Common Shares are not then listed on any stock exchange, in the over-the-counter market, during the period of any twenty consecutive trading days ending not more than five (5) business days before such date; provided that the volume weighted average trading price shall be determined by dividing the aggregate volume weighted average trading price of all Common Shares traded on the said exchange or market, as the case may be, during the said twenty consecutive trading days by the total number of Common Shares so traded during such period; and provided further that if the Common Shares are not then listed on any Canadian or United States stock exchange or traded in the over-the counter market, then the Current Market Price shall be determined by the directors of the Corporation;

(f) “Dividends Paid in the Ordinary Course” means cash dividends declared payable on the Common Shares in any fiscal year which, in the aggregate, do not exceed the sum of (i) 100% of the retained earnings of the Corporation as at the end of its immediately preceding fiscal year and (ii) 100% of the aggregate consolidated net income of the Corporation, before extraordinary items, for its immediately preceding fiscal year;

(g) “Exchange” means the Toronto Stock Exchange or, if the Common Shares are not at the applicable time listed on the Toronto Stock Exchange, the NYSE Alternext U.S. Exchange (formerly known as the American Stock Exchange), or, if the Common Shares are not then listed on any stock exchange, on such other stock exchange(s) or over the counter quotation system on which the Common Shares are listed and/or posted for trading;

(h) “Exercise Price” means the price of Cdn$· per Common Share;

(i) “Expiry Date” means December , 2012;

(j) “Expiry Time” means 5:00 p.m. (Toronto time) on the Expiry Date, unless the Expiry Time occurs on a day that is a Saturday, Sunday or civic or statutory holiday in Toronto, in which case the Expiry Time means 5:00 p.m. (Toronto time) on the next day succeeding the Expiry Date that is not a Saturday, Sunday or civic or statutory holiday in Toronto;

(k) “herein”, “hereby” and similar expressions refer to these Terms and Conditions as the same may be amended or modified from time to time; and the expression “Article” and “Section” followed by a number refer to the specified Article or Section of these Terms and Conditions;

(l) “Issue Date” means December , 2008;

(m) “person” means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similar meaning;

(n) “Warrant” means the warrant to acquire Common Shares evidenced by the Warrant Certificate; and

(o) “Warrant Certificate” means the certificate to which these Terms and Conditions are attached.

1.2 Gender

Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

1.3 Interpretation Not Affected by Headings

The division of these Terms and Conditions into Articles, Sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction of interpretation thereof.

ARTICLE 2

ISSUE OF WARRANT

2.1 Issue of Warrants

That number of Warrants set out on the Warrant Certificate are hereby created and authorized to be issued.

2.2 Additional Warrants

Subject to any other written agreement between the Corporation and the Warrantholders, the Corporation may at any time and from time to time undertake further equity or debt financing and may issue additional Common Shares, warrants or grant options or similar rights to purchase Common Shares at any time and to any person.

2.3 Issue in Substitution for Lost Warrants

If the Warrant Certificate becomes mutilated, lost, destroyed or stolen:

(a) the Corporation shall, subject to subsection 2.3(b) hereof, issue and deliver a new Warrant Certificate of like date and tenor as the one mutilated, lost, destroyed or stolen, in exchange for and in place of and upon cancellation of such mutilated, lost, destroyed or stolen Warrant Certificate; and

(b) the holder shall bear the cost of the issue of a new Warrant Certificate hereunder and in the case of the loss, destruction or theft of the Warrant Certificate, shall, as a condition precedent to the issuance of a new Warrant Certificate, furnish to the Corporation such evidence of loss, destruction, or theft as shall be satisfactory to the Corporation in its discretion and, if required by the Corporation, an indemnity in an amount and form satisfactory to the Corporation, in its discretion, and shall pay the reasonable charges of the Corporation in connection therewith.

2.4 Issue for Transferred Warrants

In the event of a transfer or assignment of this Warrant Certificate, or the Warrants represented hereby, the Corporation shall, at the expense of the Corporation, issue a new Warrant Certificate to the transferee or assignee of the Warrant Certificate or Warrants, on receipt by the Corporation of this Warrant Certificate, together with appropriate documentation evidencing the transfer or assignment. The Corporation’s obligation under this Section 2.4 shall be conditioned on compliance with applicable securities laws, which determination shall be in the discretion of the Corporation. The Corporation may require as a condition to such transfer the delivery of legal opinions and certificates supporting such compliance.

2.5 Warrantholders Not Shareholders

The Warrant shall not constitute the holder a shareholder of the Corporation, nor entitle it to any right or interest in respect thereof except as may be expressly provided in the Warrant. The Corporation may deem and treat the holder of the Warrant as the absolute owner thereof for all purposes and the Corporation shall not be affected by any notice to the contrary.

ARTICLE 3

EXERCISE OF THE WARRANT

3.1 Method of Exercise of The Warrant

The right to purchase Common Shares conferred by the Warrant Certificate may be exercised, at any time and from time to time prior to the Expiry Time, in whole or in part, by the holder surrendering the Warrant Certificate, with a duly completed and executed exercise form substantially in the form attached hereto as Schedule “B” and cash or a certified cheque payable to or to the order of the Corporation representing the purchase price applicable at the time of surrender in respect of the Common Shares subscribed for in lawful money of Canada, to the Corporation.

3.2 Effect of Exercise of the Warrant

(a) Upon surrender and payment pursuant to Section 3.1 the Common Shares so subscribed for shall be issued as fully paid and non-assessable shares, free from all liens, charges and encumbrances and the holder shall become the holder of record of such Common Shares on the date of such surrender and payment;

(b) Within three (3) business days after surrender and payment as aforesaid, the Corporation shall forthwith cause the issuance of and make available for pick up or, at the request of the Holder, mail to the holder, a certificate for the Common Shares purchased as aforesaid; and

(c) Notwithstanding anything herein contained including any adjustment provided for in Article 4, the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of fractional Common Shares, there shall be paid to the holder by the Corporation upon surrender of Warrant Certificate(s) for exercise of Warrants pursuant to Section 3.1 within ten (10) business days after the exercise date, an amount in lawful money of Canada equal to the then current market value of such fractional interest computed on the basis of the closing price of the Common Shares on the Exchange (or if the Common Shares are not then listed on any stock exchange, then the market value of the Common Shares as determined by the board of directors of the Corporation, acting reasonably and in accordance with applicable accounting and security valuation principles), provided that the Corporation shall not be required to make any payment, calculated as aforesaid, that is less than Cdn$5.00.

3.3 Subscription for Less than Entitlement

The holder may subscribe for and purchase a number of Common Shares less than the number which it is entitled to purchase pursuant to the surrendered Warrant Certificate. In the event of any purchase of a number of Common Shares less than the number which can be purchased pursuant to the Warrant Certificate, the holder shall be entitled to the return of the Warrant Certificate with a notation on the grid attached hereto as Schedule “C” showing the balance of the Common Shares which it is entitled to purchase pursuant to the Warrant Certificate which were not then purchased or, alternatively, at the option of the Corporation, the Warrant Certificate shall be cancelled and a new Warrant Certificate issued reflecting the balance of the Common Shares entitled to be purchased.

3.4 U.S. Non-Registration

This Warrant and the Common Shares issuable upon exercise hereof have not been registered under the United States Securities Act of 1933 (the “Securities Act”) or the securities laws of any state of the United States and the Warrant may not be exercised, and the Common Shares may not be issued, within the United States or by or on behalf of, or to, any person in the United States unless registered under the Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available. “United States” is as defined by Regulation S under the Securities Act. Other defined terms used herein without definition have the meanings given to such terms in this certificate.

3.5 Expiration of the Warrant

After the Expiry Time all rights hereunder shall wholly cease and terminate and the Warrant represented hereby shall be void and of no effect.

ARTICLE 4

ADJUSTMENTS

4.1 Adjustments

The purchase rights in effect at any date attaching to the Warrants shall be subject to adjustment from time to time as follows:

(a) If and whenever after the date hereof and at any time prior to the Expiry Time, the Corporation shall:

(i) subdivide the outstanding Common Shares into a greater number of Common Shares;

(ii) consolidate the outstanding Common Shares into a lesser number of Common Shares;

(iii) issue Common Shares (or securities convertible into Common Shares) to all or substantially all of the holders of outstanding Common Shares by way of a stock dividend or other distribution of Common Shares or securities convertible into Common Shares (other than Dividends Paid in the Ordinary Course);

the Exercise Price in effect on the effective date of such subdivision or consolidation, or on the record date of such stock dividend, as the case may be, shall be adjusted to equal the price determined by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares immediately after such date. Such adjustment shall be made successively whenever any event referred to in this subsection (a) shall occur, and any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares under subsections (b) and (c) of this Section.

Upon any adjustment of the Exercise Price pursuant to this subsection (a), the number of Common Shares subject to the right of purchase under each Warrant not previously exercised shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such adjustments.

(b) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation shall fix a record date for the distribution to all or substantially all of the holders of Common Shares of rights, options or warrants (other than the Warrants) entitling them for a period expiring not more than forty five (45) days after such record date to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price (or having a conversion price or exchange price) less than 90% of the Current Market Price (or, if the price (or conversion price or exchange price) is stated in U.S. Dollars, the price shall be translated into the Canadian equivalent at the noon rate of exchange on the day before the record date for purposes of this determination) on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price, and of which the denominator shall be total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible securities so offered are convertible); any Common Shares owned by or held for the account of the Corporation or any subsidiary (as defined in the Canada Business Corporations Act) of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any rights, options or warrants are not so issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number and aggregate price of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.

(c) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of:

(i) shares of any class other than Common Shares, whether of the Corporation or any other corporation (other than shares distributed as Dividends Paid in the Ordinary Course);

(ii) rights, options or warrants to subscribe for or purchase Common Shares (or other securities convertible into Common Shares) (excluding (A) those referred to in subsection (b), and (B) those described in subsection (b) but exercisable for a period not more than forty five (45) days after such record date exercisable at a price per share (or having a conversion or exchange price per share) not less than 90% of the Current Market Price, subject to the currency translation methodology set forth in 4.1(b) for securities with a price (or conversion or exercise price) stated in U.S. Dollars);

(iii) evidence of its indebtedness; or

(iv) assets (excluding Dividends Paid in the Ordinary Course);

then, and in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the aggregate fair market value (as determined by the directors according to applicable accounting and security valuation principles, which determination shall be conclusive) of such shares, rights, options, warrants, evidence of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any subsidiary (as defined in the Canada Business Corporations Act) of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed, as the case may be.

(d) If and whenever at any time after the date hereof and prior to the Expiry Time, there is a reclassification of the Common Shares, a conversion or change of the Common Shares into other shares or into other securities, or a capital reorganization of the Corporation other than as described in paragraph (a) or a consolidation, amalgamation or merger of the Corporation (including, without limitation, by way of plan of arrangement) with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any Warrantholder who has not exercised his right of acquisition prior to the effective date of such reclassification, conversion, reorganization, consolidation, amalgamation, merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the kind and number of shares or other securities or property (including cash) of the Corporation or of the body corporate, trust, partnership or other entity resulting from such reclassification, conversion, reorganization, merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such holder would have been entitled to receive as a result of such reclassification, reorganization, conversion consolidation, amalgamation, merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Warrantholders had been the registered holder of the number of Common Shares to which the holder was theretofore entitled upon exercise. If determined appropriate by the board of directors of the Corporation to give effect to or to evidence the provisions of this subsection (d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall prior to or contemporaneously with any such reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, enter into an agreement or new Warrant Certificate which shall provide, to the extent possible, for the application of the provisions set forth in this Warrant with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Warrant shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property (including cash) to which a Warrantholder is entitled on the exercise of its acquisition rights thereafter and upon entering into such new Warrant Certificate or agreement, the Corporation shall cease to have any obligations (including the obligation to issue any Common Shares) hereunder and the holder shall cease to have any rights hereunder. Any Warrant Certificate or agreement entered into pursuant to the provisions of this subsection (d) shall be an agreement entered into pursuant to the provisions of Article 7. Any Warrant Certificate or agreement entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive reclassifications, reorganizations, amalgamations, consolidations, mergers, sales or conveyances.

(e) If necessary, appropriate adjustments shall be made in the application of the provisions set forth in this Section 4.1 with respect to the rights and interest thereafter of the holders of Warrants to the end that the provisions set forth in this Article 4 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of any Warrant. Any such adjustments shall be made by and set forth in an amendment to this Warrant Certificate hereto approved by the directors of the Corporation and shall for all purposes conclusively be deemed to be an appropriate adjustment. The subdivision or consolidation of the Common Shares at any time outstanding into a greater or lesser number of Common Shares shall be deemed not to be a reclassification of the capital of the Corporation for the purposes of this subsection.

(f) If any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection (f), have become the holder of record of such additional Common Shares pursuant to subsection (b).

(g) If the purchase price provided for in any right, warrant or option issued as described in subsection (b) or (c) is decreased, or the price at which Common Shares are issued as described in subsection (a) is decreased or the rate of conversion at which any convertible securities which are issued as described in subsection (a) is increased, the Exercise Price shall, subject to subsection (f), forthwith be changed so as to decrease the Exercise Price to such Exercise Price as would have been obtained had the adjustment made in connection with the issuance of all such rights, options or securities been made upon the basis of such purchase price as so decreased or such rate as so increased.

(h) No adjustment in the Exercise Price or in the number of shares to be issued pursuant to the exercise of the Warrants shall be required unless such adjustment would result in a change of at least 1% in the Exercise Price then in effect or unless the number of shares to be issued would change by at least 1/100th of a share, provided, however, that any adjustments which, except for the provisions of this subsection 4.1(h) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment.

(i) No adjustment in the Exercise Price shall be made in respect of any event described in subsections 4.1(a)(iii), 4.1(b), 4.1(c) or 4.1(d):

(i) if each of the Warrantholders are entitled to participate in such event on the same terms mutatis mutandis as if they had exercised their purchase rights prior to the effective date or record date of such event, subject to the prior approval of the Exchange and any other exchange on which the Common Shares are then listed, if applicable, to such participation if the Common Shares or the Warrants are then listed on any such exchange;

(ii) in respect to the issuance of Common Shares on exercise of the Warrants or warrants similar to the Warrants, held by other persons; or

(iii) in respect of the issuance of Common Shares pursuant to the Corporation’s stock option plans.

(j) (Upon the expiry of the period for conversion of convertible securities and the exercise period for rights, options or warrants (other than rights, options or warrants in respect of which the Warrantholders are entitled to participate, as contemplated in subsection 4.1(i)) to purchase Common Shares or convertible securities, the Exercise Price shall be adjusted to what it would have been if such unconverted convertible securities and unexercised rights, options or warrants had not been issued.

(k) The adjustments provided for in this Section in the Exercise Price and in the number and classes of shares which are to be received on the exercise of Warrants are cumulative. After any adjustment pursuant to this Section, the term “Common Shares” where used in this Warrant shall be interpreted to mean the shares or other securities or property of the Corporation which, as a result of all prior adjustments pursuant to this Section, the Warrantholders are entitled to receive upon the exercise of his Warrant, and the number of Common Shares indicated in any subscription made pursuant to a Warrant shall be interpreted to mean the number and kind of securities or property which, as a result of all prior adjustments pursuant to this Section, a Warrantholder is entitled to receive upon the full exercise of a Warrant entitling the holder thereof to purchase the number of Common Shares so indicated.

(l) All securities and property which a Warrantholder is at the time in question entitled to receive on the full exercise of his Warrant, whether or not as a result of adjustments made pursuant to this Section, shall, for the purposes of the interpretation of this Warrant be deemed to be securities and property which such Warrantholder is entitled to purchase pursuant to such Warrant.

4.2 Voluntary Adjustment by the Corporation

Subject to approval of the Exchange and any other exchange on which the Common Shares are then listed, if applicable, the Corporation may, at its option, at any time prior to the Expiry Time, reduce the then current Exercise Price to any amount deemed appropriate by the Board of Directors of the Corporation.

4.3 Notice of Adjustment

Whenever the number of Common Shares purchasable upon the exercise of each Warrant or the Exercise Price of such Common Shares is adjusted, as herein provided, the Corporation shall promptly send to the Warrantholders, at the address set out on the face page of this Warrant Certificate, or such other address as to which the Corporation shall have been notified pursuant to Section 8.2 by first class mail, postage prepaid, notice of such adjustment or adjustments.

4.4 No Adjustment for Dividends

Except as provided in section 4.1 of this Article 4, no adjustment in respect of any dividends shall be made during the term of a Warrant or upon the exercise of a Warrant.

4.5 Determination of Adjustments

If any questions shall at any time arise with respect to the Exercise Price, such question shall be conclusively determined by the Corporation’s Auditors, or, if they decline to so act, any other firm of chartered accountants that the Corporation may designate and the Warrantholders, acting reasonably, may approve, and who shall have access to all appropriate records and such determination shall be binding upon the Corporation and the holder.

4.6 Notice of Special Matters

The Corporation covenants that, so long as any Warrants remain outstanding it will give notice to the Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any event referred to in subsections (a), (b), (c) or (d) of Section 4.1 (other than subdivision, consolidation or of its Common Shares) which may give rise to an adjustment in the number of Common Shares, or the securities or property, to be received on exercise or the Exercise Price. Such notice shall specify the particulars of such event and the record date for such event, provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been fixed and determined on the date on which the notice if given. The notice shall be given in each case not less than 15 days prior to such applicable record date.

4.7 No Action after Notice

The Corporation covenants that it will not close its transfer books or take any other corporate action which might deprive the holder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 15 days after the giving of the certificate or notices set forth in section 4.6.

ARTICLE 5

COVENANTS BY THE CORPORATION

5.1 Covenants by the Corporation

The Corporation hereby covenants and agrees as follows:

(a) it will at all times maintain its corporate existence and will carry on its business as currently carried on and will use its best efforts to keep the Common Shares listed on the Exchange;

(b) it will reserve and there will remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the rights of acquisition provided for in the Warrant Certificate;

(c) all Common Shares issued upon exercise of the right to purchase provided for herein shall, upon payment of the Exercise Price therefor, be issued as fully paid and non assessable shares, and be free from any and all taxes, liens and charges relating thereto; and

(d) it will take all reasonable steps and actions and do all such acts and things as may be required to:

(1) as long as it meets the minimum listing requirements of such institutions, maintain the listing and posting for trading of the Shares on the TSX; and

(2) maintain its status as a reporting issuer not in default of the requirements of applicable securities legislation of the provinces of Canada.

5.2 Representations and Warranties by the Corporation Regarding Listing Approvals

The Corporation hereby represents and warrants that all necessary Exchange approvals have been obtained and that it will use commercially reasonable efforts to obtain listing on the NYSE Alternext U.S. Exchange, formerly known as the American Stock Exchange and such listings will be maintained in connection with the issue of the Common Shares on due exercise of the Warrants prior to the Expiry Time.

ARTICLE 6

LEGENDS ON COMMON SHARES

6.1 Legends on Common Shares

(a) The Warrantholder acknowledges that any certificate representing Common Shares issued upon the exercise of this Warrant Certificate prior to the date which is four months and one day after the date hereof will bear the following legend:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [APRIL 12, 2009].”

provided that at any time on or subsequent to the date which is four months and one day after the date hereof any certificate representing such Common Shares may be exchanged for a certificate bearing no such legends. The Corporation hereby covenants and agrees that it will use the best efforts thereof to deliver or to cause to be delivered a certificate or certificates representing such Common Shares bearing no such legends within three Business Days after receipt of the legended certificate.

(b) The Warrantholder acknowledges that the certificates representing the Common Shares and all certificates issued in exchange or substitution thereof, will bear a legend in substantially the following form as long as the legend referred to in subsection 6.1(a) remains on such certificate:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CAN NOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.”

(c) The Warrantholder further acknowledges that any certificate representing Common Shares issued upon the exercise of this Warrant Certificate and all certificates issued in exchange or substitution thereof will bear the following legend: “UNTIL THE SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF THE 17TH DAY OF JANUARY, 2007 (THE “RIGHTS AGREEMENT”), BETWEEN THE CORPORATION AND CIBC MELLON TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE “BENEFICIALLY OWNED” BY AN “ACQUIRING PERSON”, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR.”

(d) United States Legends: Any certificate representing Common Shares issued upon the exercise of the Warrants will bear the following legends:

ARTICLE 7

MERGER AND SUCCESSORS

7.1 Corporation May Consolidate, etc. on Certain Terms

Nothing herein contained shall prevent any amalgamation or merger of the Corporation with or into any other corporation or corporations, or a conveyance or transfer of all or substantially all the properties and estates of the Corporation as an entirety to any corporation lawfully entitled to acquire and operate same, provided, however, that the corporation formed by such amalgamation or merger or which acquires by conveyance or transfer all or substantially all the properties and estates of the Corporation shall, simultaneously with such amalgamation, merger, conveyance or transfer, assume the due and punctual performance and observance of all the covenants and conditions hereof to be performed or observed by the Corporation.

7.2 Successor Corporation Substituted

In case the Corporation, pursuant to Section 7.1 shall be amalgamated or merged with or into any other corporation or corporations the shares of which are not listed on a stock exchange, or shall convey or transfer all or substantially all of its properties and estates as an entirety to any other corporation, the successor corporation formed by such consolidation or amalgamation, or into which the Corporation shall have been amalgamated or merged or which shall have received a conveyance or transfer as aforesaid, shall succeed to and be substituted for the Corporation hereunder and such changes in phraseology and form (but not in substance) may be made in the Warrant Certificate and herein as may be appropriate in view of such amalgamation, merger or transfer.

ARTICLE 8

MISCELLANEOUS

8.1 Transfer and assignment of Warrants

Subject to the transfer and assignment restrictions set out in the Warrant Certificate and those arising under applicable securities laws, the Warrantholders are entitled to transfer or assign the Warrants evidenced by this Warrant Certificate to another person by transferring or assigning this Warrant Certificate. This Warrant Certificate, and the Warrants evidenced by this Warrant Certificate, shall be transferable or assignable to any person at any time prior to the Expiry Time. This Warrant Certificate enures to the benefit of the Holder and its successors and permitted assigns and is binding on the Corporation and its successors and permitted assigns.

8.2 Communication

Any notice or other communication (a “Communication”) to be made or given in connection with this Warrant Certificate shall be made or given in writing and may be made or given by personal delivery or by registered mail addressed to the recipient at its address provided on the first page of this Warrant Certificate or such other address or individual as may be designated by it by notice given in accordance with this Section 8.2. Any Communication made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if made or given by registered mail, on the fourth day, other than a Saturday, Sunday or civic or statutory holiday in Toronto, following the deposit thereof in the mail. If the party giving any Communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of the mail, any such Communication shall not be mailed but shall be made or given by personal delivery.

8.3 Governing Law and severance

This Warrant Certificate shall be governed and interpreted by the laws of the Province of Ontario and all Federal laws of Canada that apply in the Province of Ontario. If a court or other tribunal of competent jurisdiction determines that any one or more of the provisions contained in this Warrant Certificate is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained in this Warrant Certificate shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Warrant Certificate would fail in its essential purpose.

EX-99.D 5 a10-9820_1ex99dd.htm EX-99.D

Exhibit 99D

WARRANT CERTIFICATE

APOLLO GOLD CORPORATION

(Incorporated under the laws of Yukon Territory, Canada)

WARRANT CERTIFICATE NO. 3

23,198,336 WARRANTS

Unless permitted under securities legislation, the holder of this security must not trade the security before June 21, 2009.

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) REPRESENTS THAT (A) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT); OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (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; OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THIS WARRANT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT. THE SECURITIES TO BE ISSUED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS THE COMMON SHARES ISSUABLE UPON EXERCISE ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

AS USED HEREIN, THE TERMS ‘OFFSHORE TRANSACTION,’ ‘UNITED STATES’ AND ‘U.S. PERSON’ HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR ANY COMMON SHARES ISSUABLE UPON EXERCISE OF SUCH SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT.

This warrant certificate is void if not exercised on or before 5:00 p.m. (Toronto time) on February 20, 2013.

THIS IS TO CERTIFY THAT FOR VALUE RECEIVED

Macquarie Bank Limited

(hereinafter referred to as the ‘holder’ or the ‘Warrantholder’) is entitled to acquire, for each Warrant represented hereby, in the manner and subject to the restrictions and adjustments set forth herein, at any time and from time to time from February 20, 2009 (the ‘Issue Date’) until 5:00 p.m. (Toronto time) on February 20, 2013, at a price of Cdn$0.252 per share, one fully paid and non assessable common share (‘Common Share’) of Apollo Gold Corporation (the ‘Corporation’), subject to adjustment as herein provided.

IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by a duly authorized signing officer.

DATED for reference this 20th day of February 2009.

APOLLO GOLD CORPORATION

Per:	/s/ Melvyn Williams
	Melvyn Williams, Chief Financial Officer

(See terms and conditions attached hereto)

SCHEDULE ‘A’

TERMS AND CONDITIONS FOR WARRANT

ARTICLE 1

INTERPRETATION

1.1 Definitions

In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:

(a) ‘Common Shares’ means the common shares in the capital of the Corporation as constituted on the Issue Date provided that in the event of an adjustment of the subscription rights pursuant to Article 4 then ‘Common Shares’ shall thereafter mean the shares or other securities or properties purchasable upon exercise of the Warrants as a result of any such adjustment;

(b) ‘Corporation’ means Apollo Gold Corporation until a successor corporation shall have become such in the manner prescribed in Article 6, and thereafter ‘Corporation’ shall mean such successor corporation;

(d) Credit Agreement means Project Facility Agreement dated February 20, 2009 between the Corporation, RMB Australia Holdings Limited, Macquarie Bank Limited and RMB Resources Inc..

(e) ‘Current Market Price’ means at any date the price per share equal to the trading price of the Common Shares on the Toronto Stock Exchange (the ‘TSX’) or, if the Common Shares are not then listed on the TSX, on the NYSE Alternext U.S. Exchange, formerly known as the American Stock Exchange or, if the Common Shares are not then listed on any stock exchange, in the over-the-counter market, during the period of any twenty consecutive trading days ending not more than five (5) business days before such date; provided that the trading price shall be determined by dividing the aggregate volume weighted average trading price of all Common Shares traded on the said exchange or market, as the case may be, during the said twenty consecutive trading days by the total number of Common Shares so traded during such period; and provided further that if the Common Shares are not then listed on any Canadian or United States stock exchange or traded in the over-the counter market, then the Current Market Price shall be determined by the directors of the Corporation;

(f) ‘Dividends Paid in the Ordinary Course’ means cash dividends declared payable on the Common Shares in any fiscal year which, in the aggregate, do not exceed the sum of (i) 100% of the retained earnings of the Corporation as at the end of its immediately preceding fiscal year and (ii) 100% of the aggregate consolidated net income of the Corporation, before extraordinary items, for its immediately preceding fiscal year;

(g) ‘Exchange’ means the Toronto Stock Exchange or, if the Common Shares are not at the applicable time listed on the Toronto Stock Exchange, the NYSE Alternext U.S. Exchange (formerly known as the American Stock Exchange), or, if the Common Shares are not then listed on any stock exchange, on such other stock exchange(s) or over the counter quotation system on which the Common Shares are listed and/or posted for trading;

(h) ‘Exercise Price’ means the price of Cdn$0.252· per Common Share;

(i) ‘Expiry Date’ means February 20, 2013;

(j) ‘Expiry Time’ means 5:00 p.m. (Toronto time) on the Expiry Date, unless the Expiry Time occurs on a day that is a Saturday, Sunday or civic or statutory holiday in Toronto, in which case the Expiry Time means 5:00 p.m. (Toronto time) on the next day succeeding the Expiry Date that is not a Saturday, Sunday or civic or statutory holiday in Toronto;

(k) ‘herein’, ‘hereby’ and similar expressions refer to these Terms and Conditions as the same may be amended or modified from time to time; and the expression ‘Article’ and ‘Section’ followed by a number refer to the specified Article or Section of these Terms and Conditions;

(l) ‘Issue Date’ means February 20, 2009;

(m) ‘person’ means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have a similar meaning;

(n) ‘Warrant’ means the warrant to acquire Common Shares evidenced by the Warrant Certificate; and

(o) ‘Warrant Certificate’ means the certificate to which these Terms and Conditions are attached.

1.2 Gender

Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

1.3 Interpretation Not Affected by Headings

ARTICLE 2

ISSUE OF WARRANT

2.1 Issue of Warrants

That number of Warrants set out on the Warrant Certificate are hereby created and authorized to be issued.

2.2 Additional Warrants

2.3 Issue in Substitution for Lost Warrants

If the Warrant Certificate becomes mutilated, lost, destroyed or stolen:

2.4 Issue for Transferred Warrants

2.5 Warrantholders Not Shareholders

ARTICLE 3

EXERCISE OF THE WARRANT

3.1 Method of Exercise of The Warrant

The right to purchase Common Shares conferred by the Warrant Certificate may be exercised, at any time and from time to time prior to the Expiry Time, in whole or in part, by the holder surrendering the Warrant Certificate, with a duly completed and executed exercise form substantially in the form attached hereto as Schedule ‘B’ and cash or a certified cheque payable to or to the order of the Corporation representing the purchase price applicable at the time of surrender in respect of the Common Shares subscribed for in lawful money of Canada, to the Corporation.

3.2 Effect of Exercise of the Warrant

(b) Within three (3) business days after surrender and payment as aforesaid and delivery of any required certificates and opinions, the Corporation shall forthwith cause the issuance of and make available for pick up or, at the request of the Holder, mail to the holder, a certificate for the Common Shares purchased as aforesaid; and

3.3 Subscription for Less than Entitlement

The holder may subscribe for and purchase a number of Common Shares less than the number which it is entitled to purchase pursuant to the surrendered Warrant Certificate. In the event of any purchase of a number of Common Shares less than the number which can be purchased pursuant to the Warrant Certificate, the holder shall be entitled to the return of the Warrant Certificate with a notation on the grid attached hereto as Schedule ‘C’ showing the balance of the Common Shares which it is entitled to purchase pursuant to the Warrant Certificate which were not then purchased or, alternatively, at the option of the Corporation, the Warrant Certificate shall be cancelled and a new Warrant Certificate issued reflecting the balance of the Common Shares entitled to be purchased.

3.4 U.S. Non-Registration

This Warrant and the Common Shares issuable upon exercise hereof have not been registered under the United States Securities Act of 1933 (the ‘Securities Act’) or the securities laws of any state of the United States and the Warrant may not be exercised, and the Common Shares may not be issued, within the United States or by or on behalf of, or to, any person in the United States unless the common shares issuable upon exercise are registered under the Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available. ‘United States’ is as defined by Regulation S under the Securities Act. Other defined terms used herein without definition have the meanings given to such terms in this certificate.

3.5 Expiration of the Warrant

After the Expiry Time all rights hereunder shall wholly cease and terminate and the Warrant represented hereby shall be void and of no effect.

ARTICLE 4

ADJUSTMENTS

4.1 Adjustments

The purchase rights in effect at any date attaching to the Warrants shall be subject to adjustment from time to time as follows:

(a) If and whenever after the date hereof and at any time prior to the Expiry Time, the Corporation shall:

(i)	subdivide the outstanding Common Shares into a greater number of Common Shares;

(ii)	consolidate the outstanding Common Shares into a lesser number of Common Shares;

(iii)	issue Common Shares (or securities convertible into Common Shares) to all or substantially all of the holders of outstanding Common Shares by way of a stock dividend or other distribution of Common Shares or securities convertible into Common Shares (other than Dividends Paid in the Ordinary Course);

(b) If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation shall fix a record date for the distribution to all or substantially all of the holders of Common Shares of rights, options or warrants (other than the Warrants) entitling them for a period expiring not more than forty five (45) days after such record date to subscribe for or purchase Common Shares (or securities convertible into Common Shares) at a price (or having a conversion price or exchange price) less than 90% of the Current Market Price (or, if the price (or conversion price or exchange price) is stated in U.S. Dollars, the price shall be translated into the Canadian equivalent at the noon rate of exchange on the day before the record date for purposes of this determination) on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate exchange price of the convertible securities so offered) by such Current Market Price, and of which the denominator shall be total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible securities so offered are convertible); any Common Shares owned by or held for the account of the Corporation or any subsidiary (as defined in the Canada Business Corporations Act) of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any rights, options or warrants are not so issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number and aggregate price of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.

(i)	shares of any class other than Common Shares, whether of the Corporation or any other corporation (other than shares distributed as Dividends Paid in the Ordinary Course);

(ii)	rights, options or warrants to subscribe for or purchase Common Shares (or other securities convertible into Common Shares) (excluding (A) those referred to in subsection (b), and (B) those described in subsection (b) but exercisable for a period not more than forty five (45) days after such record date exercisable at a price per share (or having a conversion or exchange price per share) not less than 90% of the Current Market Price, subject to the currency translation methodology set forth in 4.1(b) for securities with a price (or conversion or exercise price) stated in U.S. Dollars);

(iii)	evidence of its indebtedness; or

(iv)	assets (excluding Dividends Paid in the Ordinary Course);

(d) If and whenever at any time after the date hereof and prior to the Expiry Time, there is a reclassification of the Common Shares, a conversion or change of the Common Shares into other shares or into other securities, or a capital reorganization of the Corporation other than as described in paragraph (a) or a consolidation, amalgamation or merger of the Corporation (including, without limitation, by way of plan of arrangement) with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity, any Warrantholder who has not exercised his right of acquisition prior to the effective date of such reclassification, conversion, reorganization, consolidation, amalgamation, merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the kind and number of shares or other securities or property (including cash) of the Corporation or of the body corporate, trust, partnership or other entity resulting from such reclassification, conversion, reorganization, merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such holder would have been entitled to receive as a result of such reclassification, conversion, consolidation, reorganization, amalgamation, merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Warrantholders had been the registered holder of the number of Common Shares to which the holder was theretofore entitled upon exercise. If determined appropriate by the board of directors of the Corporation to give effect to or to evidence the provisions of this subsection (d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall prior to or contemporaneously with any such reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, enter into an agreement or new Warrant Certificate which shall provide, to the extent possible, for the application of the provisions set forth in this Warrant with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Warrant shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property (including cash) to which a Warrantholder is entitled on the exercise of its acquisition rights thereafter and upon entering into such new Warrant Certificate or agreement, the Corporation shall cease to have any obligations (including the obligation to issue any Common Shares) hereunder and the holder shall cease to have any rights hereunder. Any Warrant Certificate or agreement entered into pursuant to the provisions of this subsection (d) shall be an agreement entered into pursuant to the provisions of Article 7. Any Warrant Certificate or agreement entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive reclassifications, reorganizations, amalgamations, consolidations, mergers, sales or conveyances.

(i) No adjustment in the Exercise Price shall be made in respect of any event described in subsections 4.1(a)(iii), 4.1(b), 4.1(c) or 4.1(d):

(i)

if each of the Warrantholders are entitled to participate in such event on the same terms mutatis mutandis as if they had exercised their purchase rights prior to the effective date or record date of such event, subject to the prior approval of the Exchange and any other exchange on which the Common Shares are then listed, if applicable, to such participation if the Common Shares or the Warrants are then listed on any such exchange;

(ii)	in respect to the issuance of Common Shares on exercise of the Warrants or warrants similar to the Warrants, held by other persons; or

(iii)	in respect of the issuance of Common Shares pursuant to the Corporation’s stock option plans.

(k) The adjustments provided for in this Section in the Exercise Price and in the number and classes of shares which are to be received on the exercise of Warrants are cumulative. After any adjustment pursuant to this Section, the term ‘Common Shares’ where used in this Warrant shall be interpreted to mean the shares or other securities or property of the Corporation which, as a result of all prior adjustments pursuant to this Section, the Warrantholders are entitled to receive upon the exercise of his Warrant, and the number of Common Shares indicated in any subscription made pursuant to a Warrant shall be interpreted to mean the number and kind of securities or property which, as a result of all prior adjustments pursuant to this Section, a Warrantholder is entitled to receive upon the full exercise of a Warrant entitling the holder thereof to purchase the number of Common Shares so indicated.

4.2 Voluntary Adjustment by the Corporation

4.3 Notice of Adjustment

4.4 No Adjustment for Dividends

Except as provided in section 4.1 of this Article 4, no adjustment in respect of any dividends shall be made during the term of a Warrant or upon the exercise of a Warrant.

4.5 Determination of Adjustments

4.6 Notice of Special Matters

4.7 No Action after Notice

ARTICLE 5

COVENANTS BY THE CORPORATION

5.1 Covenants by the Corporation

The Corporation hereby covenants and agrees as follows:

(a) it will at all times maintain its corporate existence and will carry on its business as currently carried on and will use its best efforts to keep the Common Shares listed on the Exchange;

(b) it will reserve and there will remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the rights of acquisition provided for in the Warrant Certificate;

(d) it will take all reasonable steps and actions and do all such acts and things as may be required to:

(1)	as long as it meets the minimum listing requirements of such institutions, maintain the listing and posting for trading of the Shares on the TSX; and

(2)	maintain its status as a reporting issuer not in default of the requirements of applicable securities legislation of the provinces of Canada.

5.2 Representations and Warranties by the Corporation Regarding Listing Approvals

ARTICLE 6

LEGENDS ON COMMON SHARES

6.1 Legends on Common Shares

‘UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 21, 2009.’

‘THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CAN NOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.’

‘UNTIL THE SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF THE 17TH DAY OF JANUARY, 2007 (THE ‘RIGHTS AGREEMENT’), BETWEEN THE CORPORATION AND CIBC MELLON TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE ‘BENEFICIALLY OWNED’ BY AN ‘ACQUIRING PERSON’, AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR.’

(d) United States Legends: Any certificate representing Common Shares issued upon the exercise of the Warrants will bear the following legends:

THIS WARRANT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT. THE SECURITIES TO BE ISSUED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT. THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS THE COMMON SHARES ISSUABLE UPON EXERCISE ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

ARTICLE 7

MERGER AND SUCCESSORS

7.1 Corporation May Consolidate, etc. on Certain Terms

7.2 Successor Corporation Substituted

ARTICLE 8

MISCELLANEOUS

8.1 Transfer and assignment of Warrants

8.2 Communication

Any notice or other communication (a ‘Communication’) to be made or given in connection with this Warrant Certificate shall be made or given in writing and may be made or given by personal delivery or by registered mail addressed to the recipient at its address provided on the first page of this Warrant Certificate or such other address or individual as may be designated by it by notice given in accordance with this Section 8.2. Any Communication made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if made or given by registered mail, on the fourth day, other than a Saturday, Sunday or civic or statutory holiday in Toronto, following the deposit thereof in the mail. If the party giving any Communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of the mail, any such Communication shall not be mailed but shall be made or given by personal delivery.

8.3 Governing Law and severance

-----END PRIVACY-ENHANCED MESSAGE-----