AGENCY AGREEMENT

Shoreline Pacific, LLC

655 Montgomery Street

San Francisco, CA 94111

as Agent

Ladies and Gentlemen:

Apollo Gold Corporation, a corporation incorporated under the laws of the Yukon Territory, Canada (the “Company”), proposes, upon the terms and subject to the conditions set forth in this Agreement (together with the exhibits attached hereto, this “Agreement”), to offer for sale (the “Offering”) up to 20,000,000 units (individually, a “Unit” and, collectively, the “Units”), each Unit consisting of one share (each, a “Share” and, collectively, the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), and a warrant, with a three year term, to purchase one Share of the Common Stock (the “Warrant Shares”) at an exercise price of $0.50 per share (each, a “Warrant” and, collectively, the “Warrants”). In connection with the Offering, the Company desires to engage Shoreline Pacific, LLC as its exclusive agent (the “Agent”), upon the terms and subject to the conditions set forth in this Agreement and the Engagement Letter (as defined below). The Units and the Offering are described in the Prospectus that is referred to below.

The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Act”), with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement under the Act on Form S-3 (File No. 333-119198) filed with the Commission on September 22, 2004 (such registration statement as amended or supplemented (including the prospectus dated October 5, 2004 and the prospectus supplement dated on or about November 1, 2006, but excluding any supplements relating to offerings of securities other than the Offering) from time to time, the “registration statement”). The registration statement has been declared by the Commission to be effective under the Act. The Company will file with the Commission pursuant to Rule 424(b) under the Act a final prospectus supplement to the Base Prospectus (as defined below), describing the Units and the Offering, in such form as has been provided to, discussed with, and approved, by the Agent.

The term “Registration Statement” as used in this Agreement means the registration statement, at the time it became effective and as supplemented (other than supplements relating to offerings of securities other than the Offering) or amended, including (i) all financial schedules and exhibits thereto, and (ii) all documents incorporated by reference or deemed to be incorporated by reference therein, which schedules, exhibits and documents have been filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System (“EDGAR”). The term “Base Prospectus” as used in this Agreement means the base prospectus filed with the Commission under Rule 424(b)(2) on September 22, 2004 for use in connection with the offer and/or sale of the Units pursuant to this Agreement. “Preliminary Prospectus Supplement” shall mean any preliminary prospectus supplement to the Base Prospectus that describes the Units and the Offering and is used prior to filing of the Prospectus Supplement, together with the Base Prospectus. The term “Prospectus Supplement” as used in this Agreement means any final prospectus supplement specifically relating to the Units, in the form filed with, or transmitted for filing to, the Commission pursuant to Rule 424 under the Act. The term “Prospectus” as used in this Agreement means the Base Prospectus as supplemented by the Prospectus Supplement except that if such Base Prospectus is amended or supplemented (other than supplements relating to offerings of securities other than the Offering) on or prior to the date on which the Prospectus Supplement was first filed pursuant to Rule 424, the term “Prospectus” shall refer to the Base Prospectus as so amended or supplemented and as supplemented by the Prospectus Supplement. Any reference herein to the registration statement, the Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement, any Prospectus Supplement or the Prospectus shall be deemed to refer to and include (i) the documents incorporated by reference therein pursuant to Form S-3 (the “Incorporated Documents”) and (ii) the copy of the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus or the Incorporated Documents filed with the Commission pursuant to EDGAR. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”) after the effective date of the Registration Statement, or the date of the Base Prospectus, the Preliminary Prospectus Supplement or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. As used herein, “business day” shall mean a day on which the American Stock Exchange is open for trading.

The Company hereby confirms its agreement with the Agent as follows:

1.    Agreement to Act as Agent . Upon the basis of the representations and warranties of the Company and subject to the terms and conditions set forth in this Agreement and in the letter agreement dated September 15, 2006 between the Company and the Agent (the “Engagement Letter”), the Company engages the Agent to act as its exclusive agent, on a reasonable “best efforts” basis, in connection with the offer and sale by the Company of the Units. As compensation for services rendered, at the time of purchase (as defined below), the Company shall pay to the Agent a fee (to be paid in the manner described below) of: (i) cash equal to 7.0% of the gross proceeds received by the Company from the sale of the Units in the Offering (exclusive of any potential proceeds from the exercise of the Warrants); (ii) Warrants for the purchase of a number of shares of Common Stock equal to 7% of the number of Shares issued and sold in the Offering exercisable at a price equal to the greater of (i) 150% of the per Unit purchase price or (ii) the exercise price of the warrants issued to investors in the Offering; and (iii) a non-accountable expense allowance of $25,000, provided, that if the Offering does not close, then the Agent shall only be entitled to its actual, accountable expenses up to a maximum of $25,000. The Units are being offered and sold at a price of $0.30 per Unit.

This Agreement shall not give rise to any commitment by the Agent or any of its affiliates to underwrite or purchase any of the Units or otherwise provide any financing. Subscription for the Units shall be evidenced by, and the sale of such Units shall be made pursuant to, purchase agreements in substantially the form included as Exhibit A   hereto duly executed by each purchaser of the Units and the Company (the “Purchase Agreements”). Persons who agree to purchase the Units pursuant to the Purchase Agreements that are accepted by the Company are hereinafter referred to as the “Purchasers.”

2.    Payment and Delivery . Subject to the terms and conditions hereof and of the Purchase Agreements, payment of the purchase price for, and delivery of certificates for, the shares of Common Stock and Warrants that comprise the Units for which the Company has received Purchase Agreements acceptable to the Company shall be made at the office of Feldman Weinstein & Smith LLP, 420 Lexington Avenue, Suite 2620, New York, NY 10170 (or at such other place as shall be agreed upon by the Agent and the Company), at 10:00 a.m., New York City time, on or about November 15, 2006 (unless another time shall be agreed to by the Agent and the Company). The time at which such payment and delivery are made is hereinafter sometimes called “the time of purchase” and the date upon which the time of purchase occurs is hereinafter sometimes called the “Closing Date.” Subject to the terms and conditions hereof and of the Purchase Agreements, payment of the purchase price for the Units purchased by a Purchaser shall be made to the Company in the manner described below against delivery of certificates for shares of Common Stock and Warrants that comprise the Units, for subsequent delivery to such Purchaser, and such Shares and Warrants shall be registered in such name or names and shall be in such denominations, as the Purchaser thereof may request at least one business day before the time of purchase.

The Agent agrees to hold the purchase price delivered to it by persons who agree to purchase the Units in escrow with Signature Bank, a New York State chartered bank (“Signature”) as contemplated by the form of Escrow Agreement included as Exhibit C hereto. The Agent will transmit any investor funds received by it to Signature by noon of the business day following the date of any such receipt. Signature will, from time to time upon request of the Company, confirm to the Company the aggregate amount of funds delivered to it in escrow by persons who have executed and delivered a Purchase Agreement. Subject to the terms and conditions hereof and of the Purchase Agreements, at the time of purchase Signature shall deliver to the Company by Federal Funds wire transfer of same day funds the purchase price for any such Units payable to the Company that has been deposited in the escrow account by the Purchasers, reduced by the amount of the fee payable to the Agent hereunder and the Agent’s bona fide estimate of the amount of expense reimbursement to which they are entitled hereunder (up to a maximum amount of $75,000, as specified in the Engagement Letter consisting of a non-accountable expense allowance of $25,000 and reimbursable legal expenses of up to $50,000), against delivery of such Units to the Purchasers as described above. Signature shall concurrently deliver to the Agent by Federal Funds wire transfer of same day funds the fee payable to the Agent hereunder and the Agent’s bona fide estimate of the amount of expense reimbursement to which the Agent is entitled hereunder. As soon as practicable after the Closing Date, the Agent will submit to the Company their final legal expense reimbursement invoices (up to a maximum amount of $50,000, as specified in the Engagement Letter) and the Company and/or Signature, as appropriate, will make the necessary reconciling payment(s).

Deliveries of the documents described in Section 5 hereof with respect to the purchase of the Units shall be made at the offices of Feldman Weinstein & Smith LLP in New York City at 10:00 a.m., New York City time, on the Closing Date.

3.    Representations and Warranties of the Company . The Company represents and warrants to the Agent that, except as set forth in the Registration Statement or the Prospectus (including the Incorporated Documents):

(a)    the Registration Statement was declared effective under the Act on October 5, 2004; no stop order of the Commission preventing or suspending the use of the Base Prospectus, the Preliminary Prospectus Supplement, the Prospectus Supplement or the Prospectus or the effectiveness of the Registration Statement has been issued and no proceedings for such purpose have been instituted or, to the Company’s knowledge, are threatened by the Commission; the Company is eligible to use Form S-3 for the Offering; such Registration Statement at the date of this Agreement meets, and the Offering complies with, the requirements of Rule 415 under the Act. The Registration Statement complied when it became effective, complies, and will comply at the time of purchase, and the Prospectus conformed as of its date, conforms, and will conform at the time of purchase, in each case in all material respects with the requirements of the Act; any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been and will be so described or filed; there are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that have not been filed as required pursuant to the Act or will not be filed within the requisite time period; and the Registration Statement did not at the time of effectiveness, does not and will not at the time of purchase contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Prospectus did not as of its date, does not and will not at the time of purchase contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided , however , that the Company makes no warranty or representation with respect to any statement contained in the Registration Statement or the Prospectus in reliance upon and in conformity with information concerning the Agent and furnished in writing by or on behalf of the Agent to the Company expressly for use in the Registration Statement or the Prospectus; the Company has not distributed and will not distribute any offering material in connection with the offering or sale of the Units other than the Registration Statement, the then most recent Preliminary Prospectus Supplement or Prospectus Supplement, as applicable, the Base Prospectus and the Prospectus; the Company has timely filed all reports required of it to be filed pursuant to the Act and the Exchange Act and has filed all such reports in the manner prescribed thereby; the Incorporated Documents, when they were filed with the Commission (or, to the extent such documents were amended, as amended), conformed in all material respects to the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, and none of such documents, when they were filed with the Commission (or, to the extent such documents were amended, as amended), contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will comply in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(b)    as of the date of the Prospectus Supplement, the Company has, and as of the time of purchase the Company shall have, an authorized capitalization as set forth in the Prospectus Supplement under the caption “Description of Securities”; all of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable, have been issued in compliance with all federal and state securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right;

(c)    as of October 30, 2006 (and including the 2,222,221 common shares and related warrants issued on October 30, 2006 in connection with an offering conducted in Canada by Regent Mercantile Bancorp Inc. and Limited Market Dealer Inc.), there were 125,544,104 shares of Common Stock outstanding and the Company had reserved an aggregate of 42,332,545 shares of Common Stock for issuance upon exercise of outstanding convertible indebtedness, stock options and warrants, including the Warrants, in each case as described in the Prospectus; the Company has not issued any securities other than Common Stock of the Company pursuant to the exercise of previously outstanding options in connection with the Company's employee stock purchase and option plans (the “Plans”), options granted pursuant to the Plans in the ordinary course of business consistent with past practice and Common Stock issued pursuant to the exercise of previously outstanding warrants, in each case as disclosed in the Prospectus (or the Inorporated Documents); there are no authorized or outstanding options, warrants, preemptive rights, resale rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock or other securities of the Company other than pursuant to the Purchase Agreements, this Agreement and those described in the Prospectus (or the Incorporated Documents); the description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options, warrants or other rights granted thereunder, set forth in the Registration Statement and the Prospectus (and the Incorporated Documents) accurately and fairly presents the information required by the Act to be disclosed therein with respect to such plans, arrangements, options and rights;

(d)    the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Yukon Territory, Canada, with full corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement and the Prospectus, to execute and deliver this Agreement and to issue, sell and deliver the Units (including the Shares, the Warrants and the Warrant Shares) as contemplated herein; no governmental proceeding has been instituted in the Yukon Territory, Canada, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority;

(e)    the Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial condition, operations or results of operation of the Company and the Subsidiaries (as hereinafter defined) taken as a whole (a “Material Adverse Effect”); no governmental proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such qualification, except for such proceedings as would not, individually or in the aggregate, have a Material Adverse Effect.

(f)    The Company has no direct or indirect subsidiaries (as defined in the Act) other than (i) Apollo Gold, Inc., a Delaware corporation, (ii) Minera Sol de Oro S.A. de C.V., a Mexican federal corporation, (iii) Montana Tunnels Mining, Inc., a Delaware corporation, (iv) Mine Development Finance, Inc., a Delaware corporation, and (v) Minas de Argonautas, S. de R.L. de C.V., a Mexican federal limited partnership (each, a “Subsidiary” and, collectively, the “Subsidiaries”); except as disclosed in the Registration Statement or the Prospectus (or the Incorporated Documents), the Company owns approximately 100% of the issued and outstanding capital stock of each Subsidiary; other than Montana Tunnels Mining, Inc., no Subsidiary is a “significant subsidiary” within the meaning of rule 1-02(w) of Regulation S-X; other than the capital stock of each Subsidiary and except as disclosed in the Registration Statement or the Prospectus (or the Incorporated Documents), the Company does not own, directly or indirectly, any shares of stock or any other equity or long-term debt securities of any corporation or have any equity interest in any firm, partnership, joint venture, association or other entity; complete and correct copies of the certificate of incorporation and the bylaws of the Company and each Subsidiary and all amendments thereto have been made available to the Agent, and no changes therein will be made subsequent to the date hereof and prior to the Closing Date; each Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement or the Prospectus; each Subsidiary is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a Material Adverse Effect; no proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification, except for any such proceedings as would not, individually or in the aggregate, have a Material Adverse Effect; all of the outstanding shares of capital stock of each Subsidiary held by the Company have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company (or a wholly owned subsidiary of the Company) subject to no security interest, other encumbrance or adverse claims except as disclosed in the Registration Statement or the Prospectus, and no options, warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock or ownership interests in a Subsidiary are outstanding except as disclosed in the Registration Statement or the Prospectus (or the Incorporated Documents);

(g)    the Shares, the Warrants and the Warrant Shares have been duly and validly authorized by the Company and, when the Shares, the Warrants and the Warrant Shares are issued and delivered against payment therefor as provided herein and in the Warrant, each of them will be duly and validly issued, fully paid and non-assessable and will not be issued in violation of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights, and the Company has reserved a sufficient number of shares of Common Stock for issuance of the Warrant Shares;

(h)    the capital stock and other equity securities of the Company conform in all material respects to the description thereof contained in the Registration Statement or the Prospectus, the certificates for the Shares and the Warrants comprising the Units, and the certificates for the Warrant Shares are in due and proper form and the holders of the Shares and the Warrant will not be subject to personal liability for the obligations of the Company under the corporate law of the Yukon Territory, Canada, by reason of being such holders;

(i)    this Agreement has been duly authorized, executed and delivered by the Company;

(j)    except as disclosed in the Registration Statement or the Prospectus, neither the Company nor the Subsidiaries is in breach or violation of or in default under (nor has any event occurred which with notice, lapse of time or both would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (i) its respective certificate of incorporation or bylaws, (ii) any law, order, rule, regulation, writ, injunction, judgment or decree of any court, government or governmental agency or body, domestic or foreign, having jurisdiction over the Company or the Subsidiaries or over their respective properties, or (iii) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Company or the Subsidiaries is a party or by which either of them or any of their properties is bound, except in the case of clause (ii) and (iii) above where such breach, violation or default would not, individually or in the aggregate, have a Material Adverse Effect;

(k)    the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the sale of the Units and the issuance of the Shares, the Warrants and the Warrant Shares, will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (i) the certificate of incorporation or bylaws of the Company or of the Subsidiaries, (ii) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Company or the Subsidiaries is a party or by which either of them or any of their respective properties is bound, or (iii) any federal, state, local or foreign statute, law, regulation or rule or any decree, judgment or order applicable to the Company or the Subsidiaries or any of their respect properties, except in the case of clause (ii) and (iii) above where such breach, violation or default would not, individually or in the aggregate, have a Material Adverse Effect;

(l)    the Common Stock is registered under the Exchange Act and the outstanding shares of Common Stock are listed on the American Stock Exchange (“AMEX”) and the Toronto Stock Exchange (the “TSX” and, together with AMEX, the “Exchanges”) and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from AMEX, nor has the Company received any information suggesting that the Commission or AMEX is contemplating terminating or suspending such registration or listing; all of the Shares and Warrant Shares were described in a Listing of Additional Shares application filed with AMEX October ___, 2006; and the Company has complied with the requirements of Rule 110 of the AMEX rules in connection with the Offering;

(m)    no approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency or of or with AMEX, or approval of the stockholders of the Company, is required in connection with the sale of the Units and the issuance of the Shares, the Warrants and the Warrant Shares or the consummation by the Company of the transactions contemplated hereby other than registration under the Act of the offer and sale of the Units and filings with the Exchanges, each of which has been effected or will be effected prior to the time of purchase, and any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Units are being offered;

(n)    except as disclosed in the Registration Statement or the Prospectus (or the Incorporated Documents), (i) no person has the right, contractual or otherwise, to cause the Company to issue or sell to it any shares of Common Stock or shares of any other capital stock or other equity interests of the Company, and (ii) except as provided herein or in the Engagement Letter, no person has the right to act as an underwriter, placement agent or financial advisor to the Company in connection with the offer and sale of the Units or the underlying Shares and Warrants, in the case of each of the foregoing clauses (i) and (ii), whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Units as contemplated thereby or otherwise; except as disclosed in the Registration Statement or the Prospectus (or the Incorporated Documents), no person has the right, contractual or otherwise, to cause the Company to register under the Act any shares of Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or interests in the Registration Statement or the Offering, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Units or the underlying Shares and Warrants as contemplated thereby or otherwise;

(o)    the Company or its Subsidiaries has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule, in order to conduct its respective business as currently conducted and has conducted such business in accordance with such laws, regulations and rules, except where the failure to have such licenses, authorizations, consents and approvals or the failure to conduct business in accordance with such laws, rules and regulations would not, individually or in the aggregate, have a Material Adverse Effect; the Company is not in violation of, or in default under, nor has it received notice of any proceedings relating to revocation or modification of, any such license, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company, except where such violation, default, revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect;

(p)    all legal or governmental proceedings, affiliate transactions, contracts, licenses, agreements, leases or documents of a character required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement have been so described or filed as required;

(q)    except as disclosed in the Registration Statement or the Prospectus (or the Incorporated Documents), there are no actions, suits, claims, investigations or proceedings pending or, to the Company’s knowledge, threatened to which the Company or the Subsidiaries or any of their respective directors or officers is or would be a party or of which any of their respective properties is or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, except any such action, suit, claim, investigation or proceeding which would not result in a judgment, decree or order having, individually or in the aggregate, a Material Adverse Effect or prevent consummation of the transactions contemplated hereby;

(r)    Deloitte & Touche LLP, whose reports on the consolidated financial statements of the Company are filed with the Commission as part of the Registration Statement and the Prospectus, are independent public accountants as required by the Act and the Exchange Act;

(s)    the consolidated financial statements included in the Registration Statement or the Prospectus, together with the related notes and schedules thereto, present fairly in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Company and the Subsidiaries for the periods specified and comply in all material respects with the requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved except as set forth in the notes thereto and subject, in the case of unaudited financial statements, to normal year-end adjustments, which the Company does not reasonably expect to be of an amount that would be material to the Company sand the Subsidiaries taken as a whole; any pro forma financial statements or data included in the Registration Statement or the Prospectus comply with the requirements of Regulation S-X of the Act, the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; the supporting exhibits and schedules in the Registration Statement, if any, present fairly in all material respects the information required to be stated therein; the other financial and statistical data set forth in the Registration Statement or the Prospectus are accurately presented and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) or supporting schedules or exhibits that are required to be included in the Registration Statement or the Prospectus that are not included as required; and the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Registration Statement or the Prospectus;

(t)    except as set forth in the Registration Statement or the Prospectus (including the Incorporated Documents), subsequent to the respective dates as of which information is given in the Prospectus, there has not been (i) any material adverse change, or any development involving a prospective material adverse change, in the business, properties, management, financial condition, operations or results of operation of the Company or the Subsidiaries taken as whole, (ii) any transaction which is material to the Company or the Subsidiaries, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company or the Subsidiaries, which is material to the Company or the Subsidiaries taken as a whole, (iv) any change in the capital stock (other than pursuant to the exercise or conversion of outstanding stock options or warrants described in the Prospectus) or any material change in the outstanding indebtedness of the Company or the Subsidiaries or (v) any dividend or distribution of any kind declared, paid or made on any class of capital stock of the Company or the Subsidiaries;

(u)    neither the Company nor the Subsidiaries is nor, after giving effect to the Offering as described in the Prospectus, will either of them be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended;

(v)    the Company and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA; “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company is a member; no “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates; no “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA); neither the Company nor any of its ERISA Affiliates has incurred or reasonably expects to incur any liability under: (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan”; or (ii) Sections 412, 4971, 4975 or 4980B of the Code; each “employee benefit plan” established or maintained by the Company or any of its ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would reasonably be expected to cause the loss of such qualification;

(w)    except as disclosed in the Registration Statement or the Prospectus, the Company or its Subsidiaries has good and marketable title to all real property described in the Registration Statement or in the Prospectus as being owned by the Company, free and clear of all liens, claims, security interests or other encumbrances (other than Permitted Encumbrances), except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect; all the property (real and personal) described in the Registration Statement or the Prospectus as being held under lease by the Company is held thereby under valid, subsisting and enforceable leases, except where the failure to do so would not, individually or in the aggregate, have a Material Adverse Effect. The Company or the Subsidiaries own record title to those unpatented mining claims and millsites owned by them that are material to the business of the Company and the Subsidiaries (collectively, “ Mining Claims ”), except where the failure to have record title would would not have a Material Adverse Effect and subject to the paramount title of the United States and the rights of third parties to use the surface of those Mining Claims pursuant to applicable federal, state and local laws, rules and regulations, free and clear of any encumbrances arising by, through or under them, other than Permitted Encumbrances. With respect to such Mining Claims located by the Company or any Subsidiary: (i) location notices or certificates for those Mining Claims were properly recorded and filed with appropriate governmental agencies; (ii) required assessment work which was performed in accordance with industry standards and which was reasonably sufficient to hold those Mining Claims has been performed and all claim maintenance fees have been timely paid as required by law in order to maintain those Mining Claims through the current assessment year; and (iii) all affidavits of assessment work, evidence of payment of claim maintenance fees, and other filings required to maintain those Mining Claims in good standing through the current assessment year have been properly and timely recorded or filed with appropriate governmental agencies. With respect to any such Mining Claims not lo