ASSET PURCHASE AGREEMENT Made as of June 6, 2008 Between APOLLO GOLD CORPORATION and ST ANDREW GOLDFIELDS LTD. and FOGLER, RUBINOFF LLP

2.

 

The Vendor wishes to sell, and the Purchaser wishes to purchase, the assets relating to the Stock Mill Complex, upon the terms and subject to the conditions hereinafter contained;

"Additional Properties" means the real properties owned by the Vendor, which are described in Schedule "G" attached hereto;

"Affiliate" has the meaning given to it in the Business Corporations Act (Ontario);

"Apollo Shares" means up to the 28,675,000 common shares in the capital stock of the Purchaser owned by the Vendor;

"Assigned Contracts" means (i) all Mining Leases entered into between the Vendor and third parties relating to the Stock Mill Complex which are included in the Purchased Assets and (ii) the contracts set out in Schedule "H" hereto;

"Assumed Liabilities" means collectively the liabilities of the Vendor which are to be assumed by the Purchaser pursuant to sections 2.3 and 2.4 hereof and the royalties set out under the heading "Royalty Interest" on Schedule "A" attached hereto;

"Business Day" means any day other than a day which is a Saturday, a Sunday or a statutory holiday in Toronto, Ontario;

"Clavos Property" means a mineral property owned by the Vendor located near the Stock Mill Complex;

"Completion Date" means June 30, 2008 or such other date (i) as set out in an Extension Notice, or (ii) as the Vendor and Purchaser may agree upon in writing;

"Completion Notice" means a notice from the Purchaser and the Vendor to the Trustee confirming that (i) the Purchaser has the funds necessary to complete the transaction, and (ii) all other conditions to the completion of the transactions contemplated by this agreement have been satisfied or waived;

"Completion Time" means 2:00 p.m. in Toronto on the Completion Date or such other time on the Completion Date as the parties hereto may agree upon;

"Document Registration Agreement" means, where the transaction is to be completed by electronic registration as described in section 9.1(e) hereof, a document registration agreement in the form as is recommended from time to time by the Law Society of Upper Canada, amended to conform to the terms of this Agreement, or as otherwise agreed between the parties;

"Encumbrances" means mortgages, charges, pledges, royalties, security interests, liens, encumbrances, actions, claims, demands and equities of any nature whatsoever or howsoever arising and any rights or privileges capable of becoming any of the foregoing;

"Environmental Laws" means applicable common law and any federal, provincial, municipal or local law, statute, by-law, ordinance, regulation, rule, order, decree, permit, agreement, judicial or administrative decision, injunction or legally binding requirement of any governmental entity which relates to or otherwise imposes liability or standards of conduct concerning discharges, spills, releases or threatened releases of noises, odours or any substances into, or the presence of noises, odours or any substances in, ambient air, ground or surface water or land, municipal or other works (including sewers and storm drains) or otherwise relating to the manufacture, processing, generation, distribution, use, treatment, storage, discharge, release, disposal, clean up, transport or handling of substances, as in effect on the date hereof;

"ETA" means Part IX of the Excise Tax Act (Canada), as amended, together with the regulations to such Part, as amended;

"Extension Notice" means a written notice of extension provided by the Purchaser to the Vendor and the Trustee at least 5 Business Days prior to June 30, 2008 indicating that it wishes to extend that Completion Date to a date beyond June 30, 2008, which date must be prior to August 29, 2008;

"First Deposit" has the meaning ascribed to that term in section 2.7 hereof;

"Material Adverse Effect" means any change, effect, event or occurrence that is, or could reasonably be expected to be, material and adverse to the business, properties, assets, liabilities, obligations, operations or financial condition of the Purchased Assets.

"Mining Leases" means the leases and the agreements to lease between the Vendor and third parties in respect of those properties shown on Schedule "A" with the words "Mining Lease" under the heading "Type";

"MNDM" means the Ontario Ministry of Northern Development and Mines;

"Pavlica Agreement" means an agreement made the 21^st day of May, 1996 between the Vendor and Mary Pavlica;

"Permitted Encumbrances" means;

Encumbrances for taxes, assessments or governmental charges incurred in the ordinary course of business that are not yet due and payable (taking into account any relevant grace periods), in respect of which the Vendor has established on its books reserves to the extent required by generally accepted accounting principles considered by it and its auditors to be adequate therefore;

rights reserved to or vested in any governmental authority by the terms of any lease, licence, franchise, grant or permit, or by any statutory provision, to terminate the same, to take action which results in an expropriation, to designate a purchaser of any of the Purchased Assets or to require annual or other payments as a condition to the continuance thereof;

construction, contractors’, mechanics’, carriers’, warehousemen’s, suppliers’ and materialmen’s liens and Encumbrances in respect of vacation pay, workers’ compensation, unemployment insurance or similar statutory obligations, provided the obligations secured by such Encumbrances are not yet due and payable and, in the case of construction liens, which have not yet been filed or for which the Vendor has not received written notice of a Encumbrance;

zoning restrictions, easements, rights of way, leases or other similar encumbrances or privileges in respect of real property which in the aggregate do not materially impair the use of such property by the Vendor in the operation of its business;

security given by the Vendor to a public utility or any governmental authority, when required by such utility or governmental authority in connection with the operations of the Vendor in the ordinary course of its business, which singly or in the aggregate do not materially detract from the value of the Purchased Assets or materially impair their use, including, without limitation, Encumbrances given in connection with reclamation bonds, environmental bonds or operating permits;

the reservation in any original grants from the Crown of any land or interest therein and statutory exceptions to title;

title defects or irregularities which are of a minor nature and which do not materially detract from the value of the assets of the Vendor encumbered thereby;

the royalties existing in respect of the Purchased Assets as set out under the column headed "Royalty Owner" on Schedule "A" hereto; and

the extension, renewal or refinancing of any of the above;

"person" means and includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency or board or commission or authority, and any other form of entity or organization;

"Purchase Price" means the sum of $20,000,000, less applicable adjustments as provided for herein;

"Purchased Assets" has the meaning set out in section 2.1 hereof;

"Real Properties" means the real properties owned by the Vendor and shown on Schedule "A" with the word "Patent" under the heading "Type";

"Registration Statement" means the registration statement on Form S-3 which was declared effective on May 7, 2008 by the SEC to register the Apollo Shares for resale pursuant to section 6.2(b) hereof;

"Rights" has the meaning given in section 2.2 hereof;

"SEC" means the United States Securities and Exchange Commission;

"Second Deposit" has the meaning given in section 2.7 hereof;

"Stock Mill Complex" means the assets of the Vendor located in Timmins, Ontario and known as the Vendor's "Stock Mill" complex;

"Transfer Documents" means:

all conveyance documents required to transfer title to the Purchased Assets, duly executed by the Vendor;

all documents necessary to discharge any Encumbrance registered against any of the Purchased Assets; and

all other documents required or contemplated to be delivered to the Trustee to transfer title to the Purchased Assets hereunder;

"Transfer Date" means the date of this Agreement;

"Trust Closing" has the meaning given in section 10.2;

"Trust Conditions" has the meaning given in section 3.5;

"Trust Period" means the period from and including the Transfer Date to and including the Completion Date;

"Ultimate Owner" means:

if the Trust Condition is fulfilled, the Purchaser; or

if the Trust Condition is not fulfilled, the Vendor;

"Unpatented Mineral Claims" means the mineral claims recorded in the name of the Vendor listed in Schedule “A” attached hereto; and

"Warranty Claim" means a claim made by either the Purchaser or the Vendor based on or with respect to the inaccuracy or non-performance or non-fulfillment or breach of any representation or warranty made by the other party contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby.

words in the singular number include the plural and such words shall be construed as if the plural had been used;

words in the plural include the singular and such words shall be construed as if the singular had been used, and

words importing the use of any gender shall include all genders where the context or party referred to so requires, and the rest of the sentence shall be construed as if the necessary grammatical and terminological changes had been made.

Real Properties: all right, title and interest of the Vendor in the Real Properties, including the buildings and fixtures situated thereon;

Mining Leases: all right, title and interest of the Vendor in the Mining Leases;

Unpatented Mineral Claims: all right, title and interest of the Vendor in the Unpatented Mineral Claims;

Machinery, Equipment and Furniture: all machinery, equipment, tools, furniture, furnishings and other miscellaneous items used in or relating to the Stock Mill Complex listed in Schedule "B" attached hereto;

Core Samples and Data: all books, records, files and documents relating to the Real Properties, the Mining Leases and the Unpatented Mineral Claims, including without limitation, geological mapping studies, geological modelling studies, assay results, core samples, proposed drilling programs, geological reports, scoping studies, metallurgical studies, reports and studies prepared by third parties with respect to the Stock Mill Complex, reports and studies prepared by the Vendor with respect to the Stock Mill Complex and any other documents and information, in any format or media whatsoever, relating thereto;

Regulatory Licences: all licences, permits, registrations and qualifications relating to the Stock Mill Complex required by any governmental or regulatory authority, to the extent transferable; and

Assigned Contracts: all right, title and interest of the Vendor in the Assigned Contracts, to the extent assignable.

the Vendor will hold the Rights for the benefit of the Purchaser; and

the Vendor will, at the request and expense and under the direction of the Purchaser, in the name of the Vendor or otherwise as the Purchaser shall specify, take all such actions and do all such things as shall, in the opinion of the Purchaser, be necessary or desirable in order that the obligations of the Vendor under such Assigned Contracts may be performed in a manner such that the value of the Rights shall be preserved and shall enure to the benefit of the Purchaser.

the Purchaser shall assume the obligations of the Vendor under various orders and closure plans relating to the Stock Mill Complex issued by the MNDM, as listed in Schedule "C" hereto;

the Purchaser shall provide its own bonding and cash security, in such amount as the MNDM may require, in each case as soon as reasonably possible after the Completion Time and in any event within 12 months from the date of this Agreement; and

in the event that the MNDM has not repaid to the Vendor the sum of $1,211,245.11, representing the amount paid by the Vendor in respect of bonding requirements for the Stock Mill Complex within 12 months of the date of this Agreement, the Purchaser shall, within 7 days following the 1^st anniversary date of this Agreement, pay such amount to the Vendor.

all liabilities in respect of all indebtedness of the Vendor to all persons (other than the MNDM bonding obligations referred to in paragraph 2.4(a) hereof);

all liabilities for all taxes, duties, levies, assessments and other such charges, including any penalties, interests and fines with respect thereto, payable by the Vendor to any federal, provincial, municipal or other government or governmental agency, authority, board, bureau or commission, domestic or foreign, including, without limitation, any taxes in respect of or measured by the sale, consumption or performance by the Vendor of any product or service prior to the Completion Date and any tax pursuant to the Employer Health Tax Act (Ontario) or any similar legislation in respect of all remuneration payable to all persons employed in the Stock Mill Complex prior to the Completion Date;

all liabilities for salary, bonus, vacation pay, severance payments, damages for wrongful dismissal and other compensation and all liabilities under employee benefit plans of the Vendor relating to employment of all persons in the Stock Mill Complex prior to the Completion Date; and

subject to section 6.1(a), all liabilities for claims for injury, disability, death or workers' compensation arising from or related to employment in the Stock Mill Complex prior to the Completion Date.

Concurrently with the execution of this Agreement, the Purchaser will pay to the Vendor by certified cheque or bank draft, the sum of $1,500,000 (hereinafter, in this section, called the "First Deposit") as a deposit. The First Deposit will be dealt with in accordance with the following provisions:

if the purchase and sale of the Purchased Assets is completed at the Completion Time, the First Deposit will be applied toward satisfaction of the Purchase Price;

if the purchase and sale of the Purchased Assets is not completed for any reason other than the failure of the Purchaser to satisfy any of the conditions set out in section 9.3 hereof, the First Deposit shall be returned to the Purchaser without interest; and

if the purchase and sale of the Purchased Assets is not completed due to the failure of the Purchaser to satisfy any of the conditions set out in section 9.3 hereof, then the First Deposit shall be forfeited and retained by the Vendor in full satisfaction of all damages, losses, costs and expenses incurred by the Vendor, and the Vendor acknowledges that it will not have any other remedy or claim against the Purchaser as a result of the sale of the Purchased Assets not being completed.

Subject to section 2.7(c), at the Completion Time, the Purchaser will pay to the Vendor, by certified cheque or bank draft, the balance of the Purchase Price, being $18,500,000, less applicable adjustments as described in section 2.5 and section 4.1(k) herein.

If the Purchaser provides the Extension Notice to the Vendor and the Trustee, the Purchaser shall:

pay to the Vendor at the time of delivery of the Extension Notice the sum of $10,000,000 representing a further deposit (the "Second Deposit") to be applied against the Purchase Price;

if the purchase and sale of the Purchased Assets is not completed for any reason other than the failure of the Purchaser to satisfy any of the conditions set out in section 9.3 hereof, the First Deposit and the Second Deposit (collectively the "Deposits") shall be returned to the Purchaser without interest;

if the purchase and sale of the Purchased Assets is not completed due to the failure of the Purchaser to satisfy any of the conditions set out in section 9.3 hereof, then the Deposits shall be forfeited and retained by the Vendor in full satisfaction of all damages, losses, costs and expenses incurred by the Vendor, and the Vendor acknowledges that it will not have any other remedy or claim against the Purchaser as a result of the sale of the Purchased Assets not being completed; and

pay interest on the unpaid portion of the Purchase Price from June 30, 2008 to the Completion Date at the rate of 12% per annum, calculated daily and payable on the Completion Date.

The Trustee hereby declares and agrees to act as trustee of the Trust Documents and to hold and administer the Transfer Documents in trust for the use and benefit of the Ultimate Owner, its successors and permitted assigns, subject to the terms and conditions of this Agreement, such trust to constitute the trust (the “Trust”) hereunder. The appointment of the Trustee hereunder shall be conditional upon the delivery of the Transfer Documents to the Trustee on the Transfer Date.

The Trustee hereby acknowledges and agrees that during the Trust Period:

it will hold the legal title to the Transfer Documents as Trustee for the sole benefit of the Ultimate Owner as beneficial owner, and the equitable and beneficial interest in the Transfer Documents will be vested solely and exclusively in the Ultimate Owner; and

any benefit, interest, profit or advantage arising out of or accruing from the Transfer Documents or from the Purchased Assets during the Trust Period is and will continue to be a benefit, interest, profit or advantage of the Ultimate Owner and if received by the Trustee will be received and held by the Trustee for the sole use, benefit and advantage of the Ultimate Owner, and the Trustee will account to the Ultimate Owner for any money or other consideration paid to or to the order of the Trustee in connection with the Transfer Documents.

The Trust and the Vendor and the Purchaser are not, shall not be deemed to be and shall not be treated as, a general partnership, limited partnership, society, syndicate, association or joint venture, nor shall the Trustee or the Vendor and the Purchaser or any of them or any person be, or be deemed to be, treated in any way whatsoever as liable or responsible hereunder as partners or joint venturers. The Trustee is not and shall not be, or be deemed to be, an agent of the Vendor and the Purchaser except as expressly set out herein.

Corporate Authority and Binding Obligation. The Vendor has good right, full corporate power and absolute authority to enter into this Agreement and to sell, assign and transfer the Purchased Assets to the Purchaser in the manner contemplated herein and to perform all of the Vendor’s obligations under this Agreement. The Vendor has taken all necessary actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of, this Agreement and the sale and transfer of the Purchased Assets by the Vendor to the Purchaser. This Agreement is a legal, valid and binding obligation of the Vendor, enforceable against it in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors' rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.

No Other Purchase Agreements. Except for Permitted Encumbrances and the Encumbrances contemplated to be discharged by Section 1.1(ee)(ii), no person has any agreement, option, understanding or commitment, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment, for the purchase or other acquisition from the Vendor of any of the Purchased Assets, or any rights or interest therein.

Contractual and Regulatory Approvals. Except as specified in Schedule "E" attached hereto, the Vendor is not under any obligation, contractual or otherwise, to request or obtain the consent of any person, and no permits, licences, certifications, authorizations or approvals of, or notifications to, any federal, provincial, municipal or local government or governmental agency, board, commission or authority are required to be obtained by the Vendor in connection with the execution, delivery or performance by the Vendor of this Agreement or the completion of any of the transactions contemplated herein.

Registration under ETA. The Vendor is duly and validly registered under the ETA and holds Registration No. 86793 6841 RT0001.

Status and Governmental Licences.

The Vendor is a corporation duly incorporated and validly subsisting in all respects under the laws of its jurisdiction of incorporation. The Vendor has all necessary corporate power to own its properties and to carry on its business as it is now being conducted.

Schedule "F" sets out a complete and accurate list of all licences, registrations and authorizations (whether governmental, regulatory or otherwise) (the "Licences") held by or granted to the Vendor in connection with the Stock Mill Complex which are necessary in order to operate the business associated thereto. Each Licence is valid, subsisting and in good standing and the Vendor is not in default or breach in any material respect of any Licence.

Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by the Vendor, and the completion of the transactions contemplated hereby, will not constitute or result in a violation, breach or default, or cause the acceleration of any obligations which are included in the Assumed Liabilities, under:

any term or provision of any of the articles, by-laws or other constating documents of the Vendor;

subject to obtaining the contractual consents referred to in Schedule "E" hereof, the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which the Vendor is a party or by which it is bound including, without limitation, any of the Assigned Contracts, or

subject to obtaining the regulatory consents referred to in Schedule "E" hereof, any term or provision of any of the Mining Leases or any order of any court, governmental authority or regulatory body or any law or regulation.

Liabilities. There are no liabilities (contingent or otherwise) of the Vendor of any kind whatsoever in respect of which the Purchaser may become liable on or after the consummation of the transactions contemplated by this Agreement, except the Assumed Liabilities.

For purposes of this Agreement, the term "Governmental Charges" means and includes all taxes, customs duties, rates, levies, assessments, reassessments and other charges, together with all penalties, interest and fines with respect thereto, payable to any federal, provincial, municipal, local or other government or governmental agency, authority, board, bureau or commission, domestic or foreign, in each case, relating to the Stock Mill Complex.

The Vendor has paid, or by the Completion Date will have paid, all Governmental Charges which are due and payable by it on or before the date hereof. There are no actions, suits, proceedings, investigations, enquiries or claims now pending or made or, to the best of the knowledge of the Vendor threatened against the Vendor in respect of Governmental Charges.

Litigation. There are no actions, suits or proceedings, judicial or administrative (whether or not purportedly on behalf of the Vendor) pending or, to the best of the knowledge of the Vendor, threatened in writing, by or against or affecting the Vendor which relate to the Stock Mill Complex or the Purchased Assets, at law or in equity, or before or by any court or any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which, in any case, could reasonably be expected to have a Material Adverse Effect on the Stock Mill Complex or the Purchased Assets.

Title to Assets. The Vendor is the recorded and beneficial owner of and has good and marketable title to all of the Purchased Assets, free and clear of any Encumbrances, except for Permitted Encumbrances or as disclosed herein.

Insurance. The Vendor does not maintain insurance coverage in respect of the Purchased Assets. The Vendor agrees that the Purchaser shall add the Purchased Assets to its existing insurance policy and be named as loss payee in respect of the Purchased Assets and further agrees that the cost of such insurance coverage will be deducted from the Purchase Price. If the Purchaser shall receive any insurance proceeds arising from a claim in respect of the Purchased Assets which occurs prior to the Completion Date and the Purchaser does not complete the transactions contemplated herein, the Purchaser shall promptly forward such insurance proceeds to the Vendor.

Real Properties and Mining Leases.

Schedule "A" attached hereto lists all real properties included in the Purchased Assets and sets forth the property identification number (PIN) thereof. Except for Permitted Encumbrances and the Encumbrances contemplated to be discharged at the Completion Date by Section 1.1(ee)(ii), there are no agreements, options, contracts or commitments to sell, transfer or otherwise dispose of the Real Properties and Mining Leases or which would restrict the ability of the Vendor to transfer the Real Properties and Mining Leases. There are no leases, tenancies, licences or other rights of occupancy or use for any portion of the Real Properties, and no person other than the Vendor occupies or uses any portion of the Real Properties and Mining Leases.

The Vendor is the absolute beneficial owner of, and has good and marketable title in fee simple to, the Real Properties and is the absolute beneficial owner of, and has good and marketable title to the leasehold interest in the Mining Leases, free and clear of any and all Encumbrances, except for:

Permitted Encumbrances; and

the Encumbrances contemplated to be discharged by Section 1.1.

Unpatented Mineral Claims. The Unpatented Mineral Claims have been properly tagged, staked and recorded in accordance with the laws of the Province of Ontario. All assessment work has been performed, filed and recorded to maintain the Unpatented Mineral Claims in good standing in accordance with the laws of the Province of Ontario.

Affiliates. No part of the Stock Mill Complex and none of the Purchased Assets are owned or operated by any Affiliate of the Vendor.

Partnerships or Joint Ventures. The Vendor is not, in relation to any part of the Stock Mill Complex, a partner or participant in any partnership, joint venture, profit-sharing arrangement or other association of any kind and is not party to any agreement under which the Vendor agrees to carry on any part of the Stock Mill Complex in such manner or by which the Vendor agrees to share any revenue or profit of the Stock Mill Complex with any other person, except pursuant to the royalties set out in Schedule "A".

Outstanding Agreements. The Vendor is not a party to or bound by any outstanding or executory agreement, contract or commitment, whether written or oral, relating to the Stock Mill Complex, except for any contract, lease or agreement described or referred to in this Agreement or in the schedules hereto, complete and correct copies of each of the contracts, leases and agreement described herein have been provided to the Purchaser.

Good Standing of Mining Leases. The Vendor is not in default or breach in any material respect of any of its obligations under any of the Mining Leases and there exists no state of facts which, after notice or lapse of time or both, would constitute such a default or breach. All Mining Leases are now in good standing and in full force and effect without amendment thereto, the Vendor is entitled to all benefits thereunder and, to the best of the knowledge of the Vendor, the other parties to such Mining Leases are not in default or breach of any of their obligations thereunder. The Vendor shall have obtained all necessary consents, including consent of MNDM and the Ontario Ministry of Natural Resources, for the transfer of the Mining Leases to the Purchaser on or at the Completion Date. There are no contracts, agreements, commitments, indentures or other instruments relating to the Stock Mill Complex under which the Vendor's rights or the performance of its obligations are dependent upon or supported by the guarantee of or any security provided by any other person.

Employees. The Vendor has, or at the Completion Date will have, no employees employed at the Stock Mill Complex.

Compliance with Laws. In relation to the Stock Mill Complex, the Vendor is not in violation in any material respect of any federal, provincial or other law, regulation or order of any government or governmental or regulatory authority, domestic or foreign, including, without limitation, Environmental Laws and any law, regulation or order relating to mineral exploration and development.

Complete Conveyance. The assets included in the Purchased Assets constitute all of the assets of the Vendor used in carrying on the Stock Mill Complex. The Purchased Assets include all rights, properties, interests, assets (both tangible and intangible) and agreements necessary to enable the Purchaser to carry on the Stock Mill Complex in the same manner and to the same extent as it has been carried on by the Vendor prior to the date hereof.

Vendor's Residency. The Vendor is not a non-resident of Canada within the meaning of the Income Tax Act (Canada).

Copies of Documents. Complete and correct copies (including all amendments) of all Assigned Contracts have been delivered to the Purchaser.

Corporate Authority and Binding Obligation. The Purchaser is a corporation duly incorporated and validly subsisting in all respects under the laws of its jurisdiction of incorporation. The Purchaser has good right, full corporate power and absolute authority to enter into this Agreement and to purchase the Purchased Assets from the Vendor in the manner contemplated herein and to perform all of the Purchaser's obligations under this Agreement. The Purchaser has taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into of, and the execution, delivery and performance of, this Agreement and the purchase of the Purchased Assets by the Purchaser from the Vendor. This Agreement is a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms subject to bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors' rights generally and the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.

Contractual and Regulatory Approvals. The Purchaser is not under any obligation, contractual or otherwise to request or obtain the consent of any person, and no permits, licences, certifications, authorizations or approvals of, or notifications to, any federal, provincial, municipal or local government or governmental agency, board, commission or authority are required to be obtained by the Purchaser in connection with the execution, delivery or performance by the Purchaser of this Agreement or the completion of any of the transactions contemplated herein. Complete and correct copies of any agreements under which the Purchaser is obligated to request or obtain any such consent have been provided to the Vendor.

Compliance with Constating Documents, Agreements and Laws. The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by the Purchaser, and the completion of the transactions contemplated hereby, will not constitute or result in a violation or breach of or default under:

any term or provision of any of the articles, by-laws or other constating documents of the Purchaser;

the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which the Purchaser is a party or by which it is bound, or

any term or provision of any licences, registrations or qualification of the Purchaser or any order of any court, governmental authority or regulatory body or any applicable law or regulation of any jurisdiction.

Registration under ETA. The Purchaser is duly and validly registered under the ETA and holds Registration No. 10251 3785 RT0002.

Investment Canada Act. The Purchaser is not a "non-Canadian" for purposes of and within the meaning of the Investment Canada Act (Canada).

Except as provided in paragraph (b) of this section, no Warranty Claim may be made or brought by the Purchaser after the date which is eighteen months following the Completion Date.

Any Warranty Claim which is based upon or relates to the title to the Purchased Assets or which is based upon intentional misrepresentation or fraud by the Vendor may be made or brought by the Purchaser at any time.

Neither the Purchaser nor the Vendor shall be entitled to make a Warranty Claim if the Purchaser or the Vendor, as applicable, has been advised in writing or otherwise has actual knowledge prior to the Completion Time of the inaccuracy, non-performance, non-fulfillment or breach which is the basis for such Warranty Claim and the Purchaser or the Vendor, as applicable, completes the transactions hereunder notwithstanding such inaccuracy, non-performance, non-fulfillment or breach.

The amount of any damages which may be claimed by the Purchaser or the Vendor, as applicable, pursuant to a Warranty Claim shall be calculated to be the cost or loss to the Purchaser or the Vendor, as applicable, after giving effect to:

any insurance proceeds available to the Purchaser or the Vendor, as applicable, in relation to the matter which is the subject of the Warranty Claim, and

the value of any related, determinable tax benefits realized, or to be realized within a two year period following the date of incurring such cost or loss, by the Purchaser or the Vendor, as applicable, in relation to the matter which is the subject of the Warranty Claim.

The Purchaser or the Vendor, as applicable, shall not be entitled to make any Warranty Claim until the aggregate amount of all damages, losses, liabilities and expenses incurred by the Purchaser or the Vendor, as applicable, as a result of all misrepresentations and breaches of warranties contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby, after taking into account paragraph (b) of this section, is equal to $100,000. After the aggregate amount of such damages, losses, liabilities and expenses incurred by the Purchaser or the Vendor, as applicable, exceeds $100,000, the Purchaser or the Vendor, as applicable, shall only be entitled to make Warranty Claims to the extent that such aggregate amount, after taking into account the provisions of paragraph (b) of this section, exceeds $100,000.

Notwithstanding any other provisions of this Agreement or of any agreement, certificate or other document made in order to carry out the transactions contemplated hereby, except the provisions of section 2.7(c), which shall not be so limited, the maximum aggregate liability of the Vendor or the Purchaser, as applicable, together in respect of all Warranty Claims by the Purchaser or the Vendor, as applicable, will be limited to $1,500,000.

Investigation of Purchased Assets. During the Trust Period, the Vendor will provide access to and will permit the Purchaser, through its representatives, to make such investigation of the operations, properties, assets and records of the Stock Mill Complex and of its legal condition as the Purchaser deems necessary or advisable to familiarize itself with such operations, properties, assets, records and other matters. Without limiting the generality of the foregoing, during the Trust Period the Vendor will permit the Purchaser and its representatives to have access to the premises used in connection with the Stock Mill Complex, and will produce for inspection and provide copies to the Purchaser of:

all agreements and other documents referred to in section 4.1 hereof or in any of the schedules attached hereto and all other contracts, leases, licences, title documents, title opinions, documents relating to legal or administrative proceedings and all other documents of or in the possession of the Vendor relating to the Stock Mill Complex; and

all other information which, in the reasonable opinion of the Purchaser's representatives, is required in order to make an examination of the Stock Mill Complex;

Removal of Assets. During the Trust Period, the Purchaser shall not remove any assets relating to the Stock Mill Complex or conduct any business activity thereon, except as permitted pursuant to this Agreement or upon the prior written consent of the Vendor.

Environmental Remediation Work. During the Trust Period, the Purchaser and its authorized representatives shall be authorized to perform certain remediation work on the tailings dam of the Stock Mill Complex as required by the MNDM to satisfy work orders set out in Schedule "C" attached hereto, provided that the Purchaser acknowledges and agrees that it shall not be entitled to be indemnified by the Vendor for any costs it incurs pursuant to this section 6.1(c).

Conduct During Trust Period. Except as contemplated by this Agreement or with the prior written consent of the Purchaser, during the Trust Period the Vendor will:

maintain the security on the Stock Mill Complex as exists on the Transfer Date;

take all actions within its control to ensure that the representations and warranties in section 4.1 hereof remain true and correct at the Completion Time, with the same force and effect as if such representations and warranties were made at and as of the Completion Time, and to satisfy or cause to be satisfied the conditions in section 9.1 hereof;

promptly advise the Purchaser of any facts that come to its attention which would cause any of the Vendor's representations and warranties herein contained to be untrue in any material respect;

take all action to preserve the Purchased Assets and the Stock Mill Complex and to maintain in full force and effect all agreements, including the Mining Leases, relating to the Stock Mill Complex to which the Vendor is a party, and take all other action reasonably requested by the Purchaser in order that the condition of the Stock Mill Complex will not be impaired during the Trust Period;

promptly advise the Purchaser in writing of any material adverse change in the condition of the Stock Mill Complex during the Trust Period;

not create, incur or assume any Encumbrance upon any of the Purchased Assets;

not dispose of any of Purchased Assets; and

take all actions within their control to ensure that the Vendor performs all of its obligations falling due during the Trust Period under all agreements relating to the Stock Mill Complex to which the Vendor is a party or by which it is bound.

Transfer of Purchased Assets. At or before the Transfer Date, the Vendor will cause all necessary steps and corporate proceedings to be taken in order to permit the transfer of the Purchased Assets following completion of the Trust Condition.

General Conveyance. At the Transfer Date, the Vendor will deliver in trust to the Trustee, for the benefit of the Purchaser subject to fulfillment of the Trust Conditions, the Transfer Documents.

Retail Sales Tax. At or before the Completion Time, the Vendor will deliver to the Purchaser a duplicate copy of a certificate issued pursuant to section 6 of the Retail Sales Tax Act (Ontario).

Transfer of Assigned Contracts. Vendor will deliver to the Trustee:

on the Transfer Date, an executed original of each of the Assigned Contracts;

on the Transfer Date, one or more forms of assignment of the Assigned Contracts in form acceptable to the Purchaser, and

on the Completion Date, consents to the assignment of all of the Assigned Contracts under which consent is required executed by all persons whose consent is required in form acceptable to the Purchaser.

Abandonment of Mineral Claim. On the Transfer Date, the Vendor will deliver to the Purchaser a notice of abandonment in respect of mineral claim # ###-###-#### in the Township of Hislop and shall execute and deliver to the Purchaser a mutual release in respect thereof.

Clavos Property. The parties acknowledge that the Clavos Property is currently not using electricity provided by the power lines which are located on the Stock Mill Complex, however; within 10 years following the Completion Date, the Vendor shall have the right to give a written notice to the Purchaser stating that the Vendor (i) intends to use such power lines, (ii) shall pay for the costs of installing a separate electricity meter for the purpose of measuring electricity consumption at the Clavos Property, and (iii) shall reimburse the Purchaser for all electricity costs incurred by the Vendor in respect of the Clavos Property, such reimbursement to be paid within 30 days from the Purchaser delivering to the Vendor of a statement of the amount owing and evidence satisfactory to the Vendor, acting reasonably, with respect to the calculation thereof.

Confidentiality. Prior to the Completion Time and, if the transaction contemplated hereby is not completed, at all times after the Completion Time, the Purchaser will keep confidential all information obtained by it relating to the Stock Mill Complex, except such information which:

prior to the date hereof was already in the possession of the Purchaser, as demonstrated by written records;

is generally available to the public, other than as a result of a disclosure by the Purchaser, or

is made available to the Purchaser on a non-confidential basis from a source other than the Vendor or its representatives.

Access to Core Samples. The Vendor shall be provided access during normal business hours following the Completion Date to any of its core samples unrelated to the Purchased Assets ("Unrelated Core Samples") and remaining at the Stock Mill Complex, provided, however, that the Vendor must remove such Unrelated Core Samples from the Stock Mill Complex within 12 months of the Completion Date, failing which it will have no further right of access to the Unrelated Core Samples.

Clavos Property. Upon receipt of the notice referred to in section 6.1(j), the Purchaser agrees to install at the Vendor's expense an internal electricity meter to measure electrical power consumed by the Vendor at the Clavos Property, which electricity will be charged to the Vendor on a monthly basis and paid as contemplated in section 6.1(j).

Work Performed by Purchaser During Trust Period. The Purchaser agrees that any work that it performs during the Trust Period for the benefit of the Purchased Assets will be for its own account and shall not be for the account of or on behalf of the Vendor.

Mutual Release in Respect of Mineral Claim. On the Transfer Date, the Purchaser shall execute and deliver to the Vendor a mutual release in respect of Apollo claim #L1048333.

Registration Statement. The Purchaser confirms that it has registered for resale the Apollo Shares pursuant to the Registration Statement, provided that:

in the event that the transactions contemplated herein are not completed for any reason, the Purchaser may withdraw such Registration Statement;

it is understood and agreed that the Purchaser’s obligation to maintain the effectiveness of the foregoing registration shall terminate on the date on which Vendor can sell all of the Apollo Shares in a single transaction in compliance with Rule 144 under the United States Securities Act of 1933, as amended (or any similar rule then in force);

at any time upon written notice to the Vendor and for a period not to exceed 120 days thereafter (the “Suspension Period”), the Purchaser may suspend the use or effectiveness of the Registration Statement (and the Vendor hereby agrees not to offer or sell any registrable securities pursuant to such registration statement during the Suspension Period) if the Purchaser reasonably believes that the Purchaser may, in the absence of such suspension hereunder, be required under state or federal securities laws to disclose any corporate development the disclosure of which could reasonably be expected to have a material adverse effect upon the Purchaser, its stockholders, a potentially significant transaction or event involving the Purchaser, or any negotiations, discussions, or proposals directly relating thereto; and

if at any time the SEC deems resales by the Vendor to be a primary offering of the Purchaser and at such time the Purchaser is ineligible to use Form S-3 for primary offerings, then the Purchaser shall be under no obligation to register for resale, or maintain the effectiveness of then existing Registration Statement in respect of, any the Apollo Shares during any such period; provided, however, that, if the Purchaser later becomes eligible to use Form S-3, then it shall register the Apollo Shares in accordance with the terms hereof.

solicit the employment of any officer or employees of the other or such other's Affiliates;

acquire or agree to acquire, or make any proposal to acquire, in any manner, either directly or indirectly, any securities or property of the other party or its Affiliates;

commence an offer of any nature or kind whatsoever for any securities of the other party or its Affiliates, including a takeover bid, tender or exchange offer;

in respect of any shareholder meeting of the other party, solicit proxies from one or more holders of securities of the other party or its Affiliates or form, join or in any way participate in a proxy contest with respect to the securities of the other party or its Affiliates;

subject to the provisions contained in section 7.1(f) below, sell, transfer or dispose, in any manner either directly or indirectly, any securities of the other party or its Affiliates, provided that the Vendor shall be entitled to sell that number of the Apollo Shares during the time periods as set out below:

up to 3,000,000 Apollo Shares may be sold by the Vendor commencing as of the date hereof and terminating on June 30, 2008;

up to 4,000,000 Apollo Shares may be sold by the Vendor commencing July 1, 2008 and terminating on September 31, 2008;

up to 5,000,000 Apollo Shares may be sold by the Vendor commencing October 1, 2008 and terminating on December 31, 2008;

subsequent to December 31, 2008 there will be no restrictions on the ability of the Vendor to sell any Apollo Shares;

the resale restrictions contained in section 7.1(e) above shall not apply in the following circumstances:

subject to the prior written approval of the Purchaser, which approval shall not be unreasonably withheld, the Vendor shall be entitled to sell any number of Apollo Shares in a private transaction to a third party purchaser at any time during the time periods set forth above on the condition that such third party purchaser agrees to abide by the resale restrictions contained in this section 7.1(e); and

the Vendor shall be entitled to sell Apollo Shares through the facilities of the Toronto Stock Exchange (the "TSX") or the American Stock Exchange (the "AMEX") provided that the sale price for Apollo Shares is equal to or greater than the 5 day weighted average selling price of Apollo shares on the TSX or the AMEX for the 5 trading days immediately preceding the proposed date of any such sale;

conclude any understandings or enter into any agreement, or otherwise act in concert with any third party to propose or effect any business combination or other similar transaction of any nature or kind with respect to the other party or its Affiliates, provided that the aforesaid shall not prevent the board of directors of a party making a recommendation to its shareholders regarding any unsolicited proposal by a third party relating to a business combination or other similar transaction with such party itself; or

advise, assist or encourage any person or party or join with or in any way participate in a group which is acting jointly or in concert in connection with any of the foregoing;

Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Vendor contained in section 4.1 of this Agreement shall be true and accurate on the date hereof and at the Completion Time with the same force and effect as though such representations and warranties had been made as of the Completion Time (regardless of the date as of which the information in this Agreement or in any schedule or other document made pursuant hereto is given). In addition, the Vendor shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the Completion Time. In addition, the Vendor shall have delivered to the Purchaser a certificate confirming that the facts with respect to each of the above-noted representations and warranties of the Vendor are as set out herein at the Completion Time and that the Vendor has performed all covenants required to be performed by it hereunder.

Material Adverse Changes. During the Trust Period there will have been no change in the condition in the Purchased Assets, howsoever arising, except changes which have occurred in the ordinary course of business and which, individually or in the aggregate, have not affected and may not affect the Purchased Assets in any material adverse respect. Without limiting the generality of the foregoing, during the Trust Period, no damage to or destruction of any material part of the Purchased Assets shall have occurred, whether or not covered by insurance.

No Restraining Proceedings. No order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction shall have been made, and no action or proceeding shall be pending or threatened which, in the opinion of counsel to the Purchaser, is likely to result in an order, decision or ruling:

to disallow, enjoin, prohibit or impose any limitations or conditions on the purchase and sale of the Purchased Assets contemplated hereby or the right of the Purchaser to own the Purchased Assets, or

to impose any limitations or conditions which may have a material adverse effect on the Purchased Assets.

Consents. All consents required to be obtained in order to carry out the transactions contemplated hereby in compliance with all laws and agreements binding upon the parties hereto shall have been obtained, including the consents referred to in Schedule "E" attached hereto.

Effective Registration of Transfers. Where the transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, Chapter L4 and the Electronic Registration Act, S.O. 1991, Chapter 44, and any amendments thereto, the Vendor and Purchaser acknowledge and agree that the deliveries set out in this Agreement will: (a) not occur at the same time as the registration of the transfer of Real Properties and Mining Leases (and any other documents intended to be registered in connection with the completion of this transaction) and (b) be held in escrow and not released except in accordance with the terms of the Document Registration Agreement.

Opinion of Vendor's Counsel. At the Transfer Date, the Purchaser shall have received an opinion of legal counsel for the Vendor in the form satisfactory to the Purchaser which opinion may rely on certificates of one or more senior officers of the Vendor as to factual matters.

Accuracy of Representations and Warranties and Performance of Covenants. The representations and warranties of the Purchaser contained in this Agreement or in any documents delivered in order to carry out the transactions contemplated hereby will be true and accurate on the date hereof and at the Completion Time with the same force and effect as though such representations and warranties had been made as of the Completion Time (regardless of the date as of which the information in this Agreement or any such schedule or other document made pursuant hereto is given). In addition, the Purchaser shall have complied with all covenants and agreements herein agreed to be performed or caused to be performed by it at or prior to the Completion Time. In addition, the Purchaser shall have delivered to the Vendor a certificate confirming that the facts with respect to each of the representations and warranties of the Purchaser are as set out herein at the Completion Time and that the Purchaser has performed each of the covenants required to be performed by it hereunder.

No Restraining Proceedings. No order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction shall have been made, and no action or proceeding shall be pending or threatened which, in the opinion of counsel to the Vendor, is likely to result in an order, decision or ruling, to disallow, enjoin or prohibit the purchase and sale of the Purchased Assets contemplated hereby.

Opinion of Purchaser's Counsel. At the Transfer Date, the Vendor shall have received an opinion of the Purchaser's counsel in the form satisfactory to the Vendor which opinion may rely on certificates of senior officers of the Purchaser as to factual matters.

The Vendor hereby agrees to indemnify and save the Purchaser harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense which may be made or brought against the Purchaser or which the Purchaser may suffer or incur as a result of, in respect of or arising out of:

any non-performance or non-fulfillment of any covenant or agreement on the part of the Vendor contained in this Agreement or in any document given in order to carry out the transactions contemplated hereby;

any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Vendor contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby;

any liabilities of the Vendor other than the Assumed Liabilities;

the operations of the Stock Mill Complex prior to the Transfer Date; and

all costs and expenses including, without limitation, legal fees on a solicitor and client basis, incidental to or in respect of the foregoing.

The obligations of indemnification by the Vendor pursuant to paragraph (a) of this section will be:

subject to the limitations referred to in section 5.1 hereof with respect to the survival of the representations and warranties by the Vendor;

subject to the limitations referred to in section 5.3 hereof;

subject the provisions of section 11.3 hereof; and

shall not apply in respect of any work performed by the Purchaser at the Stock Mill Complex during the Trust Period.

The Vendor and the Purchaser hereby waive compliance with the provisions of the Bulk Sales Act (Ontario) in relation to the transaction provided for in this Agreement and the Vendor hereby agrees that, if the Bulk Sales Act (Ontario) applies to the transaction provided for in this Agreement, the Vendor shall indemnify and save harmless the Purchaser from and against all loss, liability, cost and expense which it may incur due to such waiver of the provisions of the Bulk Sales Act (Ontario) in relation to the completion of the transaction provided for in this Agreement.

The Purchaser hereby agrees to indemnify and save the Vendor harmless from and against any claims, demands, actions, causes of action, damage, loss, deficiency, cost, liability and expense which may be made or brought against the Vendor or which the Vendor may suffer or incur as a result of, in respect of or arising out of:

any non-performance or non-fulfillment of any covenant or agreement on the part of the Purchaser contained in this Agreement or in any document given in order to carry out the transactions contemplated hereby;

any misrepresentation, inaccuracy, incorrectness or breach of any representation or warranty made by the Purchaser contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby;

any failure by the Purchaser to pay, satisfy, discharge, perform or fulfill any of the Assumed Liabilities;

the operations of the Stock Mill Complex from and after the Transfer Date; and

all costs and expenses including, without limitation, legal fees on a solicitor and client basis, incidental to or in respect of the foregoing.

The obligations of indemnification by the Purchaser pursuant to paragraph (a) of this section will be:

subject to the limitations referred to in section 5.2 hereof with respect to the survival of the representations and warranties by the Purchaser;

subject to the limitations referred to in section 5.3 hereof, and

subject to the provisions of section 11.3 hereof.

Promptly after becoming aware of any matter that may give rise to an Indemnity Claim, the Indemnified Party will provide to the Indemnifying Party written notice of the Indemnity Claim specifying (to the extent that information is available) the factual basis for the Indemnity Claim and the amount of the Indemnity Claim or, if an amount is not then determinable, an estimate of the amount of the Indemnity Claim, if an estimate is feasible in the circumstances.

If an Indemnity Claim relates to an alleged liability to any other person (hereinafter, in this section, called a "Third Party Liability"), including without limitation any governmental or regulatory body or any taxing authority, which is of a nature such that the Indemnified Party is required by applicable law to make a payment to a third party before the relevant procedure for challenging the existence or quantum of the alleged liability can be implemented or completed, then the Indemnified Party may, notwithstanding the provisions of paragraphs (c) and (d) of this section, make such payment and forthwith demand reimbursement for such payment from the Indemnifying Party in accordance with this Agreement; provided that, if the alleged liability to the third party as finally determined upon completion of settlement negotiations or related legal proceedings is less than the amount which is paid by the Indemnifying Party in respect of the related Indemnity Claim, then the Indemnified Party shall forthwith following the final determination pay to the Indemnifying Party the amount by which the amount of the liability as finally determined is less than the amount which is so paid by the Indemnifying Party.

The Indemnified Party shall not negotiate, settle, compromise or pay (except in the case of payment of a judgment) any Third Party Liability as to which it proposes to assert an Indemnity Claim, except with the prior consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed), unless there is a reasonable possibility that such Third Party Liability may materially and adversely affect the condition of the Purchased Assets or the Indemnified Party, in which case the Indemnified Party shall have the right, after notifying the Indemnifying Party, to negotiate, settle, compromise or pay such Third Party Liability without prejudice to its rights of indemnification hereunder.

With respect to any Third Party Liability, provided the Indemnifying Party first admits the Indemnified Party's right to indemnification for the amount of such Third Party Liability which may at any time be determined or settled, then in any legal, administrative or other proceedings in connection with the matters forming the basis of the Third Party Liability, the following procedures will apply:

except as contemplated by subparagraph (iii) below, the Indemnifying Party will have the right to assume carriage of the compromise or settlement of the Third Party Liability and the conduct of any related legal, administrative or other proceedings, but the Indemnified Party shall have the right and shall be given the opportunity to participate in the defence of the Third Party Liability, to consult with the Indemnifying Party in the settlement of the Third Party Liability and the conduct of related legal, administrative and other proceedings (including consultation with counsel) and to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Indemnifying Party and the Indemnified Party shall be retained by the Indemnifying Party;

the Indemnifying Party will co-operate with the Indemnified Party in relation to the Third Party Liability, will keep it fully advised with respect thereto, will provide it with copies of all relevant documentation as it becomes available, will provide it with access to all records and files relating to the defence of the Third Party Liability and will meet with representatives of the Indemnified Party at all reasonable times to discuss the Third Party Liability, and

notwithstanding subparagraphs (i) and (ii), the Indemnifying Party will not settle the Third Party Liability or conduct any legal, administrative or other proceedings in any manner which could, in the reasonable opinion of the Indemnified Party, have a material adverse affect on the condition of the Purchased Assets or the Indemnified Party, except with the prior written consent of the Indemnified Party.

If, with respect to any Third Party Liability, the Indemnifying Party does not admit the Indemnified Party's right to indemnification or decline to assume carriage of the settlement or of any legal, administrative or other proceedings relating to the Third Party Liability, then the following provisions will apply:

the Indemnified Party, at its discretion, may assume carriage of the settlement or of any legal, administrative or other proceedings relating to the Third Party Liability and may defend or settle the Third Party Liability on such terms as the Indemnified Party, acting in good faith, considers advisable, and

any cost, lost, damage or expense incurred or suffered by the Indemnified Party in the settlement of such Third Party Liability or the conduct of any legal, administrative or other proceedings shall be added to the amount of the Indemnity Claim.

Any notice, designation, communication, request, demand or other document, required or permitted to be given or sent or delivered hereunder to any party hereto shall be in writing and shall be sufficiently given or sent or delivered if it is:

delivered personally to an officer or director of such party;

sent to the party entitled to receive it by registered mail, postage prepaid, mailed in Canada, or

sent by telecopy machine.

Notices shall be sent to the following addresses or telecopy numbers:

in the case of the Vendor;

St Andrew Goldfields Ltd.

1540 Cornwall Road

Suite 212

Oakville, Ontario

L6J 7W5

Attention: Mr. Jacques Perron

 

in the case of the Purchaser:

Apollo Gold Corporation

5655 South Yosemite Street

Suite 200

Greenwood Village, Colorado

80111-3220

Attention: Mr. R. David Russell

if delivered as aforesaid, be deemed to have been given, sent, delivered and received on the date of delivery;

if sent by mail as aforesaid, be deemed to have been given, sent, delivered and received (but not actually received) on the fourth Business Day following the date of mailing, unless at any time between the date of mailing and the fourth Business Day thereafter there is a discontinuance or interruption of regular postal service, whether due to strike or lockout or work slowdown, affecting postal service at the point of dispatch or delivery or any intermediate point, in which case the same shall be deemed to have been given, sent, delivered and received in the ordinary course of the mails, allowing for such discontinuance or interruption of regular postal service, and

if sent by telecopy machine, be deemed to have been given, sent, delivered and received on the date the sender receives the telecopy answer back confirming receipt by the recipient.

/s/ R. David Russell

R. David Russell

President and Chief Executive Officer