X0202 3 2005-10-17 0 0000938113 APOLLO GOLD CORP AGT 0001163527 JIPANGU INC 3 6 9 KITA-SHINAGAWA, SHINAGAWA-KU TOKYO M0 140-0001 JAPAN 0 0 1 0 Common Shares 10000000 D Subscription Right (Right to Buy Common Shares) Common Shares 11650000 D Subscription Right (Right to Buy Warrants) Warrants to Purchase Common Shares 2000000 D Subscription Right (Right to Buy Shares Underlying Warrants) Common Shares 2000000 D On Oct. 17, 2005, Jipangu Inc. and the Issuer entered into a subscription agreement for a US$3.5 million private placement (the "Private Placement") under which Jipangu would purchase up to 11,650,000 units priced at Cdn$0.35 per unit (US$0.30 per unit), with each unit consisting of one common share of the Issuer and 0.17167 of a warrant (for a total of up to 2,000,000 warrants), with each whole warrant exercisable for two years at Cdn$0.39 (US$0.335) for one common share of the Issuer. The Private Placement is conditional upon the completion of the sale by Apollo Gold, Inc., a wholly-owned subsidiary of the Issuer ("Seller"), to Jipangu International Inc., a wholly-owned subsidiary of Jipangu Inc. ("Buyer"), of all of the outstanding shares of each of Florida Canyon Mining, Inc., Standard Gold Mining, Inc. and Apollo Gold Exploration, Inc., (CONTINUED IN FOOTNOTE 2) (CONTINUED FROM FOOTNOTE 1) as contemplated by a stock purchase agreement ("SPA") dated Oct. 17, 2005 among Jipangu Inc., Buyer, Seller and the Issuer (the "Mines Purchase"), and would not close until the 61st day after the closing of the Mines Purchase; provided, however, that (a) if the SPA is terminated by the Issuer due to Jipangu Inc.'s breach of the SPA, the Issuer has the right to require that Jipangu Inc. complete the Private Placement as to US$2.5 million of units (8,321,429 common shares and 1,428,571 warrants) on the 10th business day after such termination; and if the Issuer exercises such right, Jipangu Inc. has the right to increase the amount of the Private Placement to US$3.5 million of units; and (b) if the SPA is terminated for any other reason, Jipangu Inc. has the right to require that the Issuer complete the Private Placement as to either US$2.5 million of units or US$3.5 million of units on the 10th business day after such termination. /s/ Tamisuke Matsufuji 2005-10-27