STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement is as of the date executed by the parties below by and between:

Kelvin Chak Wai Man, an investor domiciled In Hong Kong, with offices located at F, Hong Kong, Rat G, 8/F., Tai Woo Mansion, Tai Koo Shing, No 2, Taikoo Shing Road, Quarry Bay, Hong Kong (the Purchaser);

Mr. Robert Dinning, Mr. David Yu and Mr. Peter Bojtos with offices for this purpose located at #210 - 905 West Pender Street Vancouver, BC, Canada, V6C 1L6. (the Sellers); and

Dennis Brovarone, 35 Pinyon Pine Road, Littleton, CO 80127, (the Escrow Agent).  .

WHEREAS, the Sellers desire to offer and sell and , the Purchaser desires to buy 2,573,053 shares of the common stock of Apolo Gold & Energy, Inc. (symbol APLL), (the Issuer, and the Shares) in accordance with the terms and conditions set forth herein.

THEREFORE, the Purchaser and the Seller agree as follows:

1.           Sale Of Shares.  The Seller agrees to sell the Shares and the Purchaser agrees to purchase the Shares at the below Purchase Price pursuant to the Escrow and Closing set forth in Paragraph 5 below.

2.           Purchase Price.  The purchase price per share for the Shares shall be $0.08 per share for a total of $205,845.  The Shares to be sold per each Seller are as follows:

 

	Robert Dinning	1,156,175 common shares
	Peter Bojtos	801,752 common shares
	David Yu	615,126 common shares

 

3.           Representations And Warranties Of Sellers.    The Sellers each represent and warrant to the Purchaser that the Sellers are and has been the legal and beneficial owner of the Shares and that the Shares are fully paid and non-assessable and upon payment of the Purchase Price will be free and clear of all liens and encumbrances and that the sale of the Shares as set forth in this Agreement, does not breach or cause a default upon any contract or agreement to which the Sellers are a party.   The Sellers further represent that each is an affiliate and control person of the Issuer.

4.           Representations And Warranties Of Purchaser.   The Purchaser hereby represents and warrants to the Seller as follows:

A.          The Purchaser is purchasing the Common Stock for its own account for investment purposes and not with a view towards distribution and has no present arrangement or intention to sell the Common Stock;

B.           The Purchaser acknowledges and agrees that the Shares are “restricted securities” as defined by SEC Rule 144 have not been registered under the Act and may not be offered or sold in the United States or to U.S. Persons unless the Shares are registered under the Act or an exemption from the registration requirements of the Act is available.  The Purchaser acknowledges that upon transfer to the Purchaser the certificate for the Shares shall bear a “restricted securities” legend and that it is the Purchaser responsibility to comply with all applicable state and federal securities laws regarding resale of the Shares.

C.           The Purchaser is an accredited investor as defined by Regulation D and has such knowledge and expertise in financial and business matters that the Purchaser is capable of evaluating the merits and risks involved in an investment in the Shares and acknowledges that an investment in the Shares entails a number of very significant risks and Purchaser is able to withstand the total loss of its investment.

5.           Escrow and Closing.    The Purchaser and the Seller appoint Dennis Brovarone, Attorney at Law to serve as Escrow Agent for the Closing of this Agreement.  The Escrow and the Closing of this Agreement shall be as follows:

A.           Delivery of Purchase Price Funds.    On or before the third business day after the Agreement has been executed by the Purchaser and the Sellers, the Purchaser shall deliver to the Escrow Agent, $102,922 in US funds being one half of the Purchase Price by wire transfer to the Escrow Agent as follows:

Dennis Brovarone, Attorney at Law / COLTAF Account

J.P. Morgan Chase Bank Colorado

ABA # 102 001 017           SWIFT:  CHASUS33

Account #  190 783 306

B.           Delivery of Purchase Price Promissory Notes to Escrow Agent.     On or before the third business day the Agreement has been executed by the Purchaser and the Sellers, the Purchaser shall deliver to the Escrow Agent, Promissory Notes to each of the Sellers in the form attached hereto as Exhibit A in the total principal amount of $102,922.  The promissory notes shall have a term of six month and be payable at maturity to the Escrow Agent.

C.           Delivery of Shares to the Escrow Agent.  On or before the third business day the Agreement has been executed by the Purchaser and the Sellers, the Sellers shall deliver to the Escrow Agent, the certificate(s) for the Shares registered in the name of Sellers and two Stock Powers for each Seller in the form attached hereto as Exhibit B which bear a Signature Guarantee sufficient to transfer the certificates.

D.           First Transfer of Shares.  Upon receipt of the Purchase Price in Funds and Promissory Notes, the Shares and Stock Powers, the transfer agent shall submit the certificates for transfer and deliver to the Purchaser with the remaining Share certificates returned to the Escrow Agent in the following amounts:

E.           First Delivery of Purchase Price to Sellers.     Upon confirmation by the transfer agent that the First Transfer of Shares has been completed, the Escrow Agent shall tender the first $102.922, in the form of wire transfer of funds to each Seller, less an Escrow Fee of $250 in the following amounts:

F.           Second Delivery of Purchase Price Funds.    At maturity of the Promissory Notes, the Purchaser shall deliver to the Escrow Agent, the principal balance of $102,922 in US by wire transfer to the Escrow Agent.

G.           Second Transfer of Shares.                                                      Upon receipt of the Purchase Price in Funds and Promissory Notes, the Shares and Stock Powers, the transfer agent shall submit the certificates for transfer and deliver to the Purchaser in the following amounts:

H.           Second Delivery of Purchase Price to Sellers.   Upon confirmation by the transfer agent that the First Transfer of Shares has been completed, the Escrow Agent shall tender the first $102,922, in the form of wire transfer of funds to each Seller, less an Escrow Fee of $250 in the following amounts:

6.           Failure to Deliver.   If all required documents and funds are not delivered on or before the third business day the Agreement has been executed by the Purchaser and the Sellers, the Escrow Agent shall notify all parties of the failure of delivery and if the failure is not cured with an additional three business days, the Escrow Agent shall be returned all documents and funds to the parties without charge except wire transfer fees charged by the receiving bank.

7.           The Purchaser and the Sellers shall indemnify and hold harmless the Escrow Agent from any and all liability for performance under this Agreement other than the Escrow Agent’s negligence or misconduct.  The Escrow Agent shall have the right to file an Interpleader Action in the Colorado State courts should any dispute arise between the parties as to the right, title or interest in any funds or securities deposited with the Escrow Agent as a result of this Agreement.

8.           Fees And Other Expenses. The Sellers and Purchaser agree that each shall bear their own incidental expenses of the transaction including any attorney fees and that no person is entitled to finders fee or other payment with respect to this Stock Purchase Agreement.

9.           Survival Of Representations And Warranties.  The above Representations and Warranties shall survive the sale of the Shares and may be relied upon by any Party so long as the relying Party does not have actual knowledge of the invalidity or inaccuracy of said representations and warranties.

10.         Governing Law.  Except for the Escrow Agent’s right to file an Interpleader Action, this Agreement and the legal relations among the Parties hereto shall be governed by and construed in accordance with the laws of the State of Colorado and that the State or Federal Courts of Denver, Colorado shall be the jurisdiction in which any legal proceedings relative to this Agreement shall be brought.

11.          Entire Agreement.  This Agreement, including the other documents referred to herein, embodies the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties, covenants, or undertakings, other than those expressly set forth or referred to herein.  This Agreement supersedes all prior agreements and understandings between the Parties with respect to such subject matter.

12.          Counterpart and Facsimile Signatures.  This Agreement may be executed in any number of counterparts of the signature page, each of which shall be considered an original.  In addition, a signature  which is reproduced by facsimile transmission shall be deemed an original.

 

 

Executed By The Parties Hereto As Of The Dates Indicated: