Apollo Gold Corporation - ss. 4(b) of Reg. 289

Headnote

Consent given to an OBCA corporation to continueunder the laws of the Yukon.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16,as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Business Corporations Act (Yukon) R.S.Y.T. 1986c. 15.

Regulations Cited

Regulation made under the Business CorporationAct, Ont. Reg. 289/00, ss. 4(b).

IN THE MATTER OF

ONT. REG. 289/00 (THE "REGULATION")

MADE UNDER THE BUSINESS CORPORATIONSACT,

R.S.O. 1990, c. B.16 (THE"OBCA")

AND

IN THE MATTER OF

APOLLO GOLD CORPORATION

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Apollo Gold Corporation("Apollo") to the Ontario Securities Commission (the"Commission") requesting a consent from the Commissionfor Apollo to continue into another jurisdiction pursuant toclause 4(b) of the Regulation;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON Apollo having represented tothe Commission that:

1. Apollo is a corporation existing underthe provisions of the OBCA. Apollo's registered office islocated at Suite 4400, Royal Trust Tower, P.O. Box 95, TDCentre, Toronto, Ontario M5K 1G8.

2. Apollo is an offering corporation underthe OBCA and is a reporting issuer under the Securities Act,R.S.O. 1990, c.S.5, as amended (the "Act"). Apollois also a reporting issuer in the provinces of Alberta, BritishColumbia and Manitoba.

3. Apollo is proposing to submit an applicationto the Director under the OBCA pursuant to section 181 ofthe OBCA (the "Application for Continuance") forauthorization to continue (the "Continuance") asa corporation under the laws of the Yukon Territory.

4. Pursuant to subsection 4(b) of the Regulation,where the corporation is an offering corporation, the Applicationfor Continuance must be accompanied by consent from the Commission.

5. Apollo intends to remain a reporting issuerin Ontario.

6. Apollo is not in default under any of theprovisions of the Act or the regulation or rules made underthe Act. Apollo is not in default under the securities legislationof any other jurisdiction where it is a reporting issuer.

7. Apollo is not a party to a proceeding nor,to the best of its knowledge, information and belief, anypending proceeding under the Act.

8. Apollo's shareholders authorized the Continuanceby special resolution at a meeting of shareholders held onMay 21, 2003.

9. The Continuance has been proposed so thatApollo may conduct its affairs in accordance with the BusinessCorporations Act (Yukon) R.S.Y.T. 1986 c. 15 (the "YBCA").

10. The material rights, duties and obligationsof a corporation governed by the YBCA are substantially similarto those of a corporation governed by the OBCA, with the exceptionthat there is no Canadian residency requirement for the membersof the board of directors under the YBCA.

THE COMMISSION HEREBY CONSENTS to thecontinuance of Apollo as a corporation under the laws of theYukon Territory.

May 23, 2003.