Unassociated Document


    Exhibit
      4.1


    AMENDMENT
      NO. 1

     

    TO

     

    REGISTRATION
      RIGHTS AGREEMENT 

     

    DATED
      JUNE 1, 2005

     

    THIS
      AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT DATED JUNE 1, 2005 (this
“First
      Amendment”)
      is
      dated January 25, 2006, with an effective date of July 15, 2005, and amends
      the
      Registration Rights Agreement dated June 1, 2005 (the “Rights
      Agreement”)
      by and
      between Apollo Gold Corporation, a Yukon Territory corporation (the
“Company”)
      and
      Jipangu Inc., a Japanese corporation (the “Subscriber”).
      

     

    WHEREAS,
      the parties hereto wish to amend the Rights Agreement in accordance with Section
      8.(b) of the Rights Agreement.

     

    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein and for other good and valuable consideration the receipt and sufficiency
      of which the parties expressly acknowledge, the parties agree as
      follows.

     

    1. Amendment
      to Section 2.(a).
      Section
      2.(a) shall be amended by deleting Section 2(a) in its entirety and replacing
      it
      with the following:

     

    (a)
      The
      Company shall prepare and file or cause to be prepared and filed with the SEC
      no
      later than February 15, 2006 (the “Filing
      Deadline Date”)
      a
      Registration Statement (the “Initial
      Resale Registration Statement”)
      registering the resale from time to time by Holders of all of the Registrable
      Securities (a “Resale
      Registration Statement”).
      The
      Initial Resale Registration Statement shall be on Form S-3 or another
      appropriate form permitting registration of such Registrable Securities for
      resale by such Holders in accordance with the methods of distribution set forth
      in the Initial Resale Registration Statement. The Company shall use its
      commercially reasonable efforts to cause the Initial Resale Registration
      Statement to be declared effective under the Securities Act no later than the
      date (the “Effectiveness
      Deadline Date”)
      that
      is forty-five (45) days (or, in the case of a full review by the SEC, one
      hundred and twenty (120) days) after the Filing Deadline Date, and to keep,
      subject to Section 3(d)(A) hereof, the Initial Resale Registration Statement
      (or
      any Subsequent Resale Registration Statement) continuously effective under
      the
      Securities Act until the expiration of the Effectiveness Period. Each Holder
      that became a Notice Holder on or prior to the date ten (10) Business Days
      prior
      to the time that the Initial Resale Registration Statement became effective
      shall be named as a selling security holder in the Initial Resale Registration
      Statement and the related Prospectus in such a manner as to permit such Holder
      to deliver such Prospectus to purchasers of Registrable Securities in accordance
      with applicable law (other than laws not generally applicable to all such
      Holders). Notwithstanding the foregoing, no Holder shall be entitled to have
      the
      Registrable Securities held by it covered by such Resale Registration Statement
      unless such Holder has provided a Notice and Questionnaire in accordance with
      and in compliance with Section 4. The Company may permit any of its
      security holders to include any of the Company’s securities in the Initial
      Resale Registration Statement or any Subsequent Resale Registration
      Statement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2. Miscellaneous.

     

    2.1 The
      terms
      and provisions of the Rights Agreement shall remain in full force and effect
      except as specifically modified by this First Amendment.

     

    2.2 This
      First Amendment may be executed and delivered by facsimile in any number of
      counterparts and by the parties hereto in separate counterparts, each of which
      when so executed shall be deemed to be original and all of which, when taken
      together, shall constitute one and the same agreement. 

     

    2.3 The
      First
      Amendment and the Rights Agreement (including schedules and exhibits hereto
      and
      thereto) sets forth the entire understanding of the parties relating to the
      subject matter hereof and thereof and supersede all prior agreements and
      understandings among or between any of the parties relating to the subject
      matter hereof. This First Amendment may not be amended, modified, altered or
      supplemented other than by means of a written instrument duly executed and
      delivered on behalf of the parties hereto.

     

    2.4 This
      First Amendment shall be governed by and construed in accordance with the laws
      of the State of Colorado.

     

    2.5 Each
      party shall execute and deliver such further documents and instruments and
      shall
      take such other further actions as may be required to carry out the intent
      and
      purposes of this First Amendment. 

     

    [Signature
      Page to Follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF
      the
      parties hereto have duly executed this Amendment No. 1 To Registration Rights
      Agreement dated June 1, 2005.

     

     

    


    JIPANGU
      INC.

    


    


    By:
      /s/ Tamisuke Matsufuji    

    Name:
      Tamisuke Matsufuji

    Office:
      President and CEO

    


    


    APOLLO
      GOLD CORPORATION

    


    


    By:
      /s/ R. David Russell   

    Name:
      R.
      David Russell

    Office:
      President and CEO