Exhibit 4.13

                             APOLLO GOLD CORPORATION

                          REGISTRATION RIGHTS AGREEMENT

     This  Registration  Rights  Agreement  (this  "AGREEMENT")  is  made  as of
September  26,  2003,  between  Apollo  Gold Corporation (the "COMPANY") and BMO
Nesbitt  Burns  Inc. ("BMO"), acting on behalf of and for the benefit of each of
the Holders. Certain capitalized terms used in this Agreement without definition
shall  have  the  meanings  given  them  in  Section  8  hereof.


                                    PREAMBLE

     A.     The  Holders  are  acquiring  shares  of common stock (the "SHARES")
pursuant  to  a  private  placement  of  common  stock  initiated by the Company
pursuant  to  Subscription Agreements executed by the Holders (the "SUBSCRIPTION
AGREEMENTS"),  dated  as of the date hereof, between the Company and each of the
Holders.

     B.     In  connection with the purchase and sale of the Shares, the Company
and  BMO, for the benefit of the Holders, desire to enter into this Agreement in
order  to  set  forth  the rights of the Holders to register the Shares with the
Securities  and Exchange Commission (the "COMMISSION") and certain other matters
as  set  forth  herein.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the mutual agreements set forth herein,
the  Company  and  BMO,  acting on behalf of and for the benefit of the Holders,
hereby  agree  as  follows:

     1.   Demand  Registration
          --------------------

          1.1     Notice  of  Registration.  At  any  time during the period (a)
                  ------------------------
beginning  on  the Closing Date, and (b) ending on the second anniversary of the
Closing Date, Holders representing at least 30% of the shares of Common Stock or
BMO for and on behalf of the Holders may demand that a registration statement be
filed with the Commission within 10 days after the date on which the Company has
received such request in writing.  Subject to the terms and conditions set forth
below  in  this  Section  1  and  Section 3, upon the Company's receipt from the
requisite  number of Holders or BMO of a written request that the Company effect
a  registration  under  the  Securities  Act  with  respect  to  its Registrable
Securities,  the  Company will, as expeditiously as possible, notify the Holders
and  BMO  in writing of such request and use its diligent best efforts to effect
all  such  registrations  (including,  without  limitation,  the execution of an
undertaking to file post-effective amendments and appropriate qualifications and
approvals under the laws and regulations of any applicable governmental agencies
and  authorities,  including  applicable blue sky or other state securities laws
that  are  applicable to the Company) as may be so requested and as would permit
or  facilitate  the  sale  and  distribution  of  all  or  such  portion  of the
Registrable  Securities  as  are  specified  in such request, provided, (a) that
                                                              --------
before  filing  any such registration statement or any amendments or supplements
thereto,  the  Company


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will,  at  the  request  of  the  Holders  of Registrable Securities or BMO, (i)
furnish  to  the  Holders  of Registrable Securities which are to be included in
such  registration  and  BMO  copies of all such documents proposed to be filed,
which  documents will be subject to the review of the Holders and their counsel,
and  (ii)  give  the  Holders  of  Registrable Securities to be included in such
registration statement, BMO and their representatives the opportunity to conduct
a  reasonable  investigation  of  the records and business of the Company and to
participate  in  the  preparation  of  any  such  registration  statement or any
amendments or supplements thereto; and (b) the Company shall not be obligated to
take  any  action to effect such registration pursuant to this Section 1.1 after
the  Company has effected two such registrations pursuant to this Section 1.1 at
the  request  of the Holders; provided, that such registration has been declared
                              --------
or  ordered  effective by the Commission and, if the method of distribution is a
registered  public  offering involving an underwritten offering, all such shares
registered  thereby  shall  have  been  sold  pursuant  thereto.

          1.2     Registration  Statement.  Subject to Section 1.1 above and the
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other  terms  and  conditions  contained  herein,  the  Company  shall  file  a
registration  statement  covering  the Registrable Securities so requested to be
registered  as  soon as practical, but in any event within 10 days after receipt
of  the  request  of  the  Holders  or  BMO; provided, that if the Company shall
                                             --------
furnish  to  the  Holders  and  BMO a certificate signed by the President of the
Company  stating  that  in  the  good  faith  judgment and upon the consent of a
majority  of  the Board of Directors it would require the disclosure of material
non-public  information  about  the  Company,  the  disclosure of which could be
seriously  detrimental  to the business or financial condition of the Company or
to  negotiations  in  which  it is engaged for such registration statement to be
filed at the date filing would be required under Section 1.1 and it is therefore
desirable  to defer the filing of such registration statement, in which case the
Company  shall  have  a single additional period of not more than 60 days within
which  to  file  such  registration  statement;  provided  further,  that if the
registration  statement is not filed within 10 days after receipt of the request
of  the  Holders  or  BMO due to any unforeseen delay not caused by the Company,
then  such  delay shall not constitute a breach or default under this Agreement.

          1.3     Registered  Public Offering Involving an Underwriting.  If the
                  -----------------------------------------------------
Holders  or BMO intend to distribute the Registrable Securities covered by their
request  under Section 1.1 by means of an underwriting, they shall so advise the
Company as a part of their request made pursuant to Section 1.1.  In such event,
the  Holders  shall  negotiate in good faith with an underwriter or underwriters
selected  by  the  Holders or BMO acting on behalf of and for the benefit of the
Holders  with  regard  to  the underwriting of such requested registration.  The
Company  shall  (together  with  all  Holders  proposing  to  distribute  their
securities  through  such  underwriting) enter into an underwriting agreement in
customary  form  with  the underwriter or underwriters selected pursuant to this
Section  1.3.  Notwithstanding  any  other provision of this Section 1.3, if the
underwriter determines that marketing factors require a limitation on the number
of  shares  to  be  underwritten, the underwriter may (subject to the allocation
priority  set  forth  below)  limit  the  number of Registrable Securities to be
included  in the registration and underwriting.  The Company shall so advise BMO
and  all Holders, and the number of shares of securities that are entitled to be
included  in  the  registration  and  underwriting  shall be allocated among all
Holders,  and  any reduction among such Holders shall be pro rata among all such
persons  and,  for purposes of making any such reduction, each Holder which is a
partnership, together with the affiliates, partners, employees, retired partners


<PAGE>
and retired employees of such Holder, the estates and family members of any such
partners,  employees,  retired  partners  and  retired  employees  and  of their
spouses, and any trusts for the benefit of any of the foregoing persons shall be
deemed  to be a single "person," and any pro rata reduction with respect to such
"person"  shall  be  based  upon  the aggregate number of Registrable Securities
owned  by  all entities and individuals included as such "person", as defined in
this  sentence  (and the aggregate number so allocated to such "person" shall be
allocated  among  the entities and individuals included in such "person" in such
manner  as  such Holder may reasonably determine).  To facilitate the allocation
of  shares  in  accordance  with  the  above  provisions,  the  underwriter  or
underwriters  may  round  the  number  of shares allocated to the Holders to the
nearest one hundred shares.  If any Holder of Registrable Securities disapproves
of  the terms of the underwriting, it may elect to withdraw therefrom by written
notice  to  the Company, the underwriter and the other Holders.  In the event of
any  such  withdrawal, the Company will include in any such registration in lieu
thereof  any additional shares of Registrable Securities which were requested to
be  included by a Holder and which were excluded pursuant to the above-described
underwriter  limitation  up  to  the  maximum  set  by  such  underwriter.

     2.     Expenses  of  Registration.  The  Company  will  bear all reasonable
            --------------------------
expenses  incurred  in  connection  with  registrations  pursuant  to Section 1,
including  without  limitation  all registration, filing and qualification fees,
printing  expenses,  fees  and  disbursements of counsel for the Company and the
Representative  (as  defined  below)  and  expenses of any special audits of the
Company's  financial  statements incidental to or required by such registration,
fees  of  the  National Association of Securities Dealers, Inc., transfer taxes,
fees  of  transfer  agents  and  registrars'  fees, but the Company will not pay
underwriters'  fees,  discounts  or  commissions  relating  to  the  Registrable
Securities.

     3.   Registration Procedures.  If  and  whenever the Company is required by
          -----------------------
the  provisions  of Section 1 to use its best efforts to effect the registration
of  any  Registrable  Securities  under the Securities Act, the Company will, as
expeditiously  as  possible:

          3.1     furnish  to  a single representative of the Holders, who shall
initially  be BMO or such other person or entity as the Company is instructed by
BMO  acting  on  behalf  of and for the benefit of a majority of the Holders, or
directly  by  a majority of the Holders in writing (the "REPRESENTATIVE") and to
each  managing underwriter, if any, a reasonable time in advance of their filing
with the Commission any registration statement, amendment or supplement thereto,
and  any  prospectus  used in connection therewith, and the Representative shall
have the opportunity to object to any material information pertaining to it, the
Holders  and  its plan of distribution that is contained therein and the Company
will  make  the corrections reasonably required by such Representative or Holder
with respect to such information prior to filing any such registration statement
or  any  amendment  or  supplement  thereto,  and if requested in writing by the
Representative,  and  furnish a copy of any and all transmittal letters or other
correspondence  with  the  Commission  or  any  other  governmental  agency  or
self-regulatory  body  or other body having jurisdiction (including any domestic
or  foreign  securities  exchange)  relating  to  such  offering;

          3.2     prepare  and file with the Commission a registration statement
(which  shall  be on a registration statement form which is sufficient to permit
the  sale  or  other  disposition  of  any  or  all shares of Common Stock to be
included  therein  in  accordance  with  the  intended  method  of sale or other
distribution  stated  by  the  initiating  Holders,  including  a  "shelf"


<PAGE>
registration  statement under Rule 415 under the Securities Act or any successor
provision)  with  respect  to  such securities and use its best efforts to cause
such  registration  statement  to become effective as soon as practicable and to
remain  effective  for  the  period  of  the  distribution  contemplated thereby
(determined  as  hereinafter  provided);

          3.3     furnish  to  each Holder of Registrable Securities, BMO and to
each  underwriter,  if any such number of copies of the registration statements,
each  amendment  and  supplement  thereto  (and,  if  requested  in writing, all
exhibits  thereto  and  documents  incorporated  by  reference  therein) and the
prospectus   included   therein   (including  each  preliminary  prospectus  and
prospectus)  and any other prospectus filed under Rule 424 promulgated under the
Securities  Act  relating to the Registrable Securities and such other documents
as such persons reasonably may request in order to facilitate the public sale or
other  disposition  of  the  Registrable Securities covered by such registration
statement;

          3.4     after  the filing of the registration statement, on the day of
receipt  of  knowledge thereof notify each Holder of Registrable Securities, BMO
and  each  managing  underwriter,  if  any,  of any stop order issued or, to the
knowledge of the Company, threatened to be issued by the Commission and promptly
take all reasonably necessary actions to prevent the entry of such stop order or
to  remove  it  if  entered;

          3.5     use  its  commercially  reasonable best efforts to register or
qualify  the Registrable Securities covered by such registration statement under
the  securities  or  "blue  sky" laws of any state as the sellers of Registrable
Securities,  or,  in  the  case of an underwritten public offering, the managing
underwriter  or  underwriters reasonably shall request, and use its commercially
reasonable  best  efforts  to  obtain all appropriate registrations, permits and
consents  required  in  connection  therewith,  and  to keep such registrations,
qualifications,  permits and consents in effect for so long as such registration
statement remains in effect and to take any other action which may be reasonably
necessary  to  enable  a  seller  of  Registrable  Securities  to consummate the
disposition  in  such  jurisdictions of such securities; provided, however, that
the  Company  shall not for any such purpose be required to qualify generally to
transact  business  as a foreign corporation in any jurisdiction where it is not
so  qualified  or  to  consent  to  general  service  of  process  in  any  such
jurisdiction;

          3.6     use  its  commercially  reasonable  best  efforts  to list the
Registrable  Securities covered by such registration statement with the American
Stock  Exchange;

          3.7     furnish,  in a timely fashion, unlegended certificates (to the
extent  permitted  by  the  securities  laws)  representing  ownership  of  the
Registrable Securities being sold in such denominations as shall be requested by
the  Representative,  the  Holders  of  Registrable  Securities  or the managing
underwriter  or  underwriters,  if  any;

          3.8     on  the  day of receipt of knowledge thereof, inform BMO, each
Holder  of  Registrable Securities and the managing underwriter or underwriters,
if  any, (i) of the date on which a registration statement or any post-effective
amendment  thereto has been filed and when the same has become effective and, if
applicable, of the date of filing a Rule 430A prospectus, or (ii) of the receipt
by  the  Company  of  any  notification  with  respect  to the suspension of the
qualification  of  any  Registrable  Securities  for  sale  under the applicable
securities or blue sky


<PAGE>
laws  of  any jurisdiction and as soon as practicable after receipt of knowledge
thereof inform each seller and the managing underwriter or underwriters, if any,
of  any written comments from the Commission with respect to any filing referred
to  in clause (i) and of any request by the Commission, any securities exchange,
government  agency,  self-regulatory  body or other body having jurisdiction for
any  amendment  of  or  supplement  to any registration statement or preliminary
prospectus  or  prospectus  included therein or any offering memorandum or other
offering  document  relating  to  such  offering;

          3.9     on  the  day  of  receipt  of  knowledge  thereof  notify  the
Representative,  BMO  and each underwriter under such registration statement, at
any  time  when a prospectus relating thereto is required by law to be delivered
in  connection  with  sales by an underwriter or dealer, of the occurrence of an
event  requiring the preparation of a supplement or amendment to such prospectus
so  that,  as  thereafter  delivered  to  the  purchasers  of  such  Registrable
Securities  such  prospectus  will not contain an untrue statement of a material
fact  or  omit  to  state  any  material  fact  required to be stated therein or
necessary  to  make  the  statements  therein, in the light of the circumstances
under  which they were made, not misleading, and as promptly as practicable make
available  to  each  seller  of  Registrable  Securities  and  to  each managing
underwriter, if any, any such supplement or amendment.  In the event the Company
shall  give  such  notice, the Company shall extend the period during which such
registration statement shall be maintained effective as provided in Section 3(b)
hereof  by  the  number of days during the period from and including the date of
the  giving  of such notice to the date when the Company shall make available to
such  sellers  such  supplemented  or  amended  prospectus;

          3.10     upon  written  request, make available for inspection by each
seller   of  Registrable   Securities,  any  underwriter  participating  in  any
distribution   pursuant  to  such  registration  statement,  and  any  attorney,
accountant  or other agent retained by such seller or underwriter, financial and
other  records, pertinent corporate documents and properties of the Company, and
cause  the  Company's  officers,  directors  and employees to supply information
reasonably  requested by such seller, underwriter, attorney, accountant or agent
in  connection  with  such  registration  statement;

          3.11     enter  into  customary  agreements (including an underwriting
agreement  in  customary  form)  and  take  such other actions as are reasonably
required  in  order  to  expedite  or  facilitate  the  sale of such securities,
including  having  one  of  its  senior  executives  appear  at no more than two
"roadshow"  meetings  to  be  held  in  New  York  City;

          3.12     provide  a  transfer agent and registrar, and a CUSIP number,
for  all Registrable Securities covered by such registration statement not later
than the effective date of such registration statement; and

          3.13     provide   signed   counterparts,   addressed   to   BMO,  the
underwriter  or  underwriters,  if any, and to each Holder, of an opinion of the
Company's  counsel  and  a  "cold  comfort"  letter of the Company's independent
certified  public accountants with respect to the matters customarily covered in
such documents delivered to underwriters in underwritten public offerings.


<PAGE>
     In  connection with each registration hereunder, the Holders of Registrable
Securities  will furnish to the Company in writing such information with respect
to  themselves  and  the  proposed  distribution  by them as reasonably shall be
necessary  in  order  to  assure  compliance  with  federal and applicable state
securities  laws.

     In  connection  with  each  registration  pursuant to Section 1 covering an
underwritten public offering, the Company and each Holder agrees to enter into a
written  agreement  with  the managing underwriter selected in the manner herein
provided  in  such  form  and containing such provisions as are customary in the
securities  business  for  such  an  arrangement  between  such  underwriter and
companies  of  the  Company's  size  and  investment  stature.

     For  purposes  of  Section  3(b)  hereof,  the  period  of  distribution of
Registrable  Securities  in a firm commitment underwritten public offering shall
be  deemed to extend until the earlier of the sale of all Registrable Securities
covered  thereby  or  twelve  months  after  the effective date thereof, and the
period of distribution of Registrable Securities in any other registration shall
be  deemed to extend until the earlier of the sale of all Registrable Securities
covered thereby or nine months after the effective date thereof.

     4.   Indemnification.
          ---------------

          4.1     Indemnity  by  the  Company.  If  the  Company  registers  any
                  ---------------------------
Registrable  Securities  held  by  a Holder under the Securities Act pursuant to
Section  1, the Company will indemnify and hold harmless BMO and its affiliates,
the  Holder,  and  each  other person, if any, who controls the Holder, and each
underwriter,  if  any,  and  each person who controls any underwriter within the
meaning of Section 15 of the Securities Act, against any losses, claims, damages
or  liabilities,  joint or several, to which BMO and its affiliates, the Holder,
the  underwriter,  if  any, or such controlling persons may become subject under
the  Securities  Act  or  otherwise,  insofar as such losses, claims, damages or
liabilities  (or  actions in respect thereof) arise out of or are based upon any
untrue  statement  or alleged untrue statement of any material fact contained in
any  registration  statement  under  which  such  Registrable  Securities  were
registered  under  the  Securities  Act,  any  preliminary  prospectus  or final
prospectus  contained  therein, or any amendment or supplement thereof, or arise
out  of  or  are  based upon the omission or alleged omission to state therein a
material  fact required to be stated therein or necessary to make the statements
therein  not  misleading,  or  any  violation  by  the  Company  of  any rule or
regulation  promulgated  under  the  Securities  Act or any state securities law
applicable  to  the  Company  and relating to action or inaction required of the
Company in connection with any such registration, and will reimburse BMO and its
affiliates, the Holder and the underwriter, their respective officers, directors
and  partners,  and  each person controlling the Holder and the underwriter, for
any  reasonable  legal  and  any  other  expenses  incurred  in  connection with
investigating,  defending or settling any such claim, loss, damage, liability or
action,  provided  that  the  Company will not be liable in any such case to the
extent  that any such claim, loss, damage or liability arises out of or is based
on  any untrue statement or omission based upon written information furnished to
the  Company  by  BMO  and  its  affiliates,  the  Holder  or  the  underwriter
specifically  for  use  therein.

          4.2     Indemnity  by  the  Holder.  Each  Holder will, if Registrable
                  --------------------------
Securities  held  by or issuable to the Holder are included in the securities as
to  which  such  registration is being


<PAGE>
effected,  indemnify  and hold harmless the Company, each of its directors, each
officer  who  signs the registration statement, each underwriter, if any, of the
Company's  securities  covered by such a registration statement, each person who
controls  the  Company and each underwriter within the meaning of the Securities
Act,  against  all claims, losses, expenses, damages and liabilities (or actions
in  respect thereof) arising out of or based on any untrue statement (or alleged
untrue  statement)  of  a  material  fact  contained  in  any  such registration
statement,  prospectus,  offering  circular or other document made in writing by
the Holder, or any omission (or alleged omission) by the Holder to state therein
a  material  fact  required  to  be  stated  therein  or  necessary  to make the
statements  therein  not  misleading,  and  will  reimburse  the  Company,  such
directors,  officers, partners, persons or underwriters for any reasonable legal
or  any  other  expenses  incurred  by  them  in  connection with investigating,
defending or settling any such claim, loss, damage, liability or action, in each
case  to  the  extent,  but  only  to the extent, that such untrue statement (or
alleged  untrue  statement)  or  omission  (or alleged omission) is made in such
registration  statement,  prospectus,  offering  circular  or  other document in
reliance  upon  and  in  conformity  with  written  information furnished to the
Company  by  the  Holder  specifically for use therein; provided, that the total
                                                        --------
amount  for  which  the  Holder,  its  officers, directors and partners, and any
person  controlling the Holder, shall be liable under this Section 4.2 shall not
in any event exceed the proceeds (net of underwriting discounts and commissions)
received  by  the  Holder  from  the  sale of Registrable Securities sold by the
Holder  in  such  registration.

          4.3     Notice  by  the  Indemnified  Party.  Each  party  entitled to
                  -----------------------------------
indemnification under this Section 4 (the "INDEMNIFIED PARTY") shall give notice
to  the  party  required  to  provide indemnification (the "INDEMNIFYING PARTY")
promptly  after  such Indemnified Party has actual knowledge of any claims as to
which indemnity may be sought, and shall permit the Indemnifying Party to assume
the  defense  of  any such claim or any litigation resulting therefrom, provided
that  counsel  for the Indemnifying Party, who shall conduct the defense of such
claim  or litigation, shall be approved by the Indemnified Party (whose approval
shall  not  be unreasonably withheld), and the Indemnified Party may participate
in  such  defense at such party's expense, and provided further that the failure
of any Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations hereunder, unless such failure resulted in
actual  detriment  to  the  Indemnifying  Party.  Each  Indemnified  Party shall
furnish  such  information  regarding  itself  or  the  claim  in question as an
Indemnifying Party may reasonably request and as shall be reasonably required in
connection  with  defense  of such claim and litigation resulting therefrom.  An
Indemnified  Party  shall  have  the  right  to retain its own counsel, with the
reasonable  fees  and  expenses  to  be  paid  by  the  Indemnifying  Party,  if
representation  of  such  Indemnified  Party  by  the  counsel  retained  by the
Indemnifying  Party  would be inappropriate due to actual or potential differing
interests between such Indemnified Party and any other party represented by such
counsel  in  such  proceeding,  provided that in no event shall the Indemnifying
Party  be  required  to pay the fees and expenses of more than one such separate
counsel  for  all Indemnified Parties.  No Indemnifying Party, in the defense of
any such claim or litigation, shall, except with the consent of each Indemnified
Party,  consent to entry of any judgment or enter into any settlement which does
not  include  as  an  unconditional  term  thereof the giving by the claimant or
plaintiff  to  such Indemnified Party of a release from all liability in respect
of  such  claim  or  litigation.

          4.4     Contribution.  If  the  indemnification  provided  for in this
                  ------------
Section  is  held  by  a court of competent jurisdiction to be unavailable to an
Indemnified  Party with respect to any


<PAGE>
loss,  liability,  claim,  damage  or  expense  referred  to  therein,  then the
Indemnifying  Party,  in lieu of indemnifying such Indemnified Party thereunder,
shall  contribute  to  the amount paid or payable by such Indemnified Party as a
result  of  such loss, liability, claim, damage or expense in such proportion as
is  appropriate  to  reflect the relative fault of the Indemnifying Party on the
one  hand  and of the Indemnified Party on the other hand in connection with the
statements or omissions which resulted in such loss, liability, claim, damage or
expense  as  well  as  any other relevant equitable considerations. The relevant
fault of the Indemnifying Party and the Indemnified Party shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of  a  material  fact  or  the  omission  to  state  a  material fact relates to
information  supplied  by the Indemnifying Party or by the Indemnified Party and
the  parties'  relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. Notwithstanding the foregoing,
the  amount  that  the  Holder shall be obligated to contribute pursuant to this
Section 4.4 shall be limited to an amount equal to the proceeds to the Holder of
the  Registrable  Securities  sold  pursuant to the registration statement which
gives  rise  to  such obligation to contribute (less the aggregate amount of any
damages  which  the Holder has otherwise been required to pay in respect of such
loss,  claim,  damage,  liability  or  action or any substantially similar loss,
claim,  damage,  liability  or  action arising from the sale of such Registrable
Securities).

          4.5     Survival  of  Indemnity.  The indemnification and contribution
                  -----------------------
provided  by  this  Section  shall  be a continuing right to indemnification and
shall survive the registration and sale of any securities by any person entitled
to indemnification under this Agreement for a period of one year.

     5.   Holders'  Cooperation.
          ---------------------

          5.1     Information  Regarding  Holders.  Each  Holder  shall promptly
                  -------------------------------
furnish  to  the  Company  such  information  regarding  the  Holder  and  the
distribution proposed by the Holder as the Company may request in writing and as
shall be required in connection with any registration referred to herein.

          5.2     Obligations  of  the  Holders.  The  Holders  will  not (until
                  -----------------------------
further  notice by the Company) effect sales thereof (or deliver a prospectus to
any  purchaser)  after receipt of telegraphic or written notice from the Company
to  suspend  sales  to  permit  the  Company to correct or update a registration
statement  or  prospectus.  At the end of the period during which the Company is
obligated  to  keep any registration statement filed under Section 1 current and
effective  as required by applicable law, the Holders shall discontinue sales of
shares  pursuant  to such registration statement upon receipt of notice from the
Company  of  its intention to remove from registration the shares of Registrable
Securities  covered  by  such registration statement that remain unsold, and the
Holders  shall  notify  the Company of the number of such shares registered that
remain unsold immediately upon receipt of such notice from the Company.

     6.   Rule  144.   With  a  view  to  making  available  to  the Holders the
          ---------
benefits of certain rules and regulations of the Commission which may permit the
sale  of the Restricted Securities to the public without registration, beginning
on  the  Closing  Date,  the  Company  agrees  to:


<PAGE>
          6.1     make and keep public information available, as those terms are
understood  and  defined  in  Rule  144;  and

          6.2     use  its  best efforts to file with the Commission in a timely
manner  all  reports  and  other  documents  required  of  the Company under the
Securities  Act  and  the  Exchange  Act.

     7.   Representations  and  Warranties  of  the  Company.  The  Company
          --------------------------------------------------
represents and warrants to the Holders as follows:

          7.1     The  execution,  delivery and performance of this Agreement by
the Company have been duly authorized by all requisite corporate action and will
not  violate  any  provision  of  law, any order of any court or other agency of
government,  the  articles  of  incorporation  or  bylaws  of the Company or any
provision  of any indenture, agreement or other instrument to which it or any of
its  properties  or  assets  is  bound,  conflict with, result in a breach of or
constitute  (with  due notice or lapse of time or both) a default under any such
indenture, agreement or other instrument or result in the creation or imposition
of  any  lien,  charge  or  encumbrance of any nature whatsoever upon any of the
properties  or  assets  of  the  Company.

          7.2     This  Agreement  has  been  duly executed and delivered by the
Company  and constitutes the legal, valid and binding obligation of the Company,
enforceable  in accordance with its terms, subject to (i) applicable bankruptcy,
insolvency,  reorganization, fraudulent conveyance and moratorium laws and other
laws of general application affecting enforcement of creditors' rights generally
and  (ii) the availability of equitable remedies as such remedies may be limited
by  equitable  principles  of  general  applicability  (regardless  of  whether
enforcement is sought in a proceeding in equity or at law).

     8.   Definitions.  As  used  in  this  Agreement, the following terms shall
          -----------
have  the  following  meanings:

          8.1     "AFFILIATE"  shall have the meaning given to it under Rule 405
of  the  Securities  Act.

          8.2     "BUSINESS  DAY" means a day, other than Saturdays, Sundays and
statutory  holidays,  when  the banks conducting business in the City of Toronto
are  generally  open  for  the  transaction  of  banking  business.

          8.3     "CLOSING  DATE"  shall  mean  September 26, 2003 or such other
date(s)  as  may  be  agreed  upon  by  BMO  and  the  Company.

          8.4     "COMMISSION"  shall  mean  the  U.S.  Securities  and Exchange
Commission, or any other federal agency at the time administering the Securities
Act.

          8.5     "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as  amended,  or any similar United States statute and the rules and regulations
thereunder,  all  as  the  same  shall  be  in  effect  at  the  time.


<PAGE>
          8.6     "HOLDER"  or "HOLDERS" shall mean each of the Participants (as
defined in the Subscription Agreements) or an individual Participant (as defined
in  the  Subscription  Agreements),  as the case may be, and, if applicable, any
other  person  who  holds  Restricted  Securities.

          8.7     "REGISTER,"  "REGISTERED"  and "REGISTRATION" shall refer to a
registration  effected  by  preparing  and  filing  a  registration statement in
compliance  with  the  Securities  Act,  and  the declaration or ordering of the
effectiveness  of  such  registration  statement, and compliance with applicable
state securities laws of such states in which the Holder notifies the Company of
its  intention  to  offer  Registrable  Securities.

          8.8     "REGISTRABLE  SECURITIES"  shall  mean  the  Shares  and  any
securities  received  as  a result of the ownership of the Shares including from
stock  splits,  stock  dividends  or  recapitalizations; provided, however, that
Registrable Securities shall only be treated as Registrable Securities if and so
long  as,  they  have  not  been  (A)  sold  to or through a broker or dealer or
underwriter  in  a  United  States public distribution or a United States public
securities transaction or (B) sold in a transaction exempt from the registration
and  prospectus  delivery  requirements  of  the Securities Act so that all U.S.
transfer  restrictions  and restrictive legends with respect thereto are removed
upon  the  consummation  of  such  sale.

          8.9     "RESTRICTED  SECURITIES"  shall  mean  the Shares, only to the
extent  the  same  have not been sold to the public in the United States.  As to
any  particular  Restricted  Securities,  such  securities  shall  cease  to  be
Restricted Securities when (i) a registration statement with respect to the sale
of such securities shall have become effective under the Securities Act and such
securities  shall  have been disposed of under such registration statement, (ii)
such  securities  shall  have become eligible for resale pursuant to Rule 144(k)
and  any  restrictive  legend on certificates representing such securities shall
have  been  removed, (iii) such securities shall have been otherwise transferred
or disposed of, and subsequent transfer or disposition of them shall not require
their  registration  or  qualification  under  the Securities Act or any similar
state  law  then  in  force or compliance with Rule 144, or (iv) such securities
shall  have  ceased  to  be  outstanding.

          8.10     "RULE  144"  shall  mean Rule 144 under the Securities Act or
any  successor  or similar rule as may be enacted by the Commission from time to
time.

          8.11     "SECURITIES  ACT"  shall  mean the Securities Act of 1933, as
amended,  or  any  similar  United  States statute and the rules and regulations
thereunder, all as the same shall be in effect at the time.

     9.   Miscellaneous.
          -------------

          9.1     Amendments.  This  Agreement  may be amended only by a written
                  ----------
instrument  executed  by  (a)  the  holders  of  a  majority  of the Registrable
Securities  or by BMO acting on behalf of and for the benefit of the Holders and
(b)  the  Company.

          9.2     Counterparts.  This Agreement may be executed in any number of
                  ------------
counterparts, all of which shall constitute a single instrument.


<PAGE>
          9.3     Notices.  Any  notice,  demand,  request,  waiver  or  other
                  -------
communication  required  or  permitted to be given hereunder shall be in writing
and  shall  be  deemed  to be delivered when received by certified mail, postage
prepaid,  return  receipt  requested,  when  delivered  by an expedited delivery
service  or  when  sent  by facsimile or e-mail after confirmation.  All notices
shall  be directed to the parties at the respective addresses set forth below or
to  such  other  address  as  either  party may, from time to time, designate by
notice  to  the  other  party:

If to the Company:     4601 DTC Boulevard
                       Suite 750
                       Denver, Colorado, 80237
                       Attn: Chief Financial Officer
                       Tel:  (720) 886-9656
                       Fax:  (775) 753-2401

With copies to:        Fogler, Rubinoff LLP
                       Royal Trust Tower, TD Centre
                       77 King St. W., #4400
                       Toronto, ON  M5K 1G8
                       Attn:  Michael Hobart
                       Tel:  (416) 941-8836
                       Fax:  (416) 941-8852

                       Silicon Valley Law Group
                       152 North Third Street, Suite 900
                       San Jose, CA  95112
                       Attn:  James C. Chapman
                       Tel:  (408) 286-6100
                       Fax:  (408) 286-1400

If to Investors:       BMO Nesbitt Burns Inc.
                       Investment and Corporate Banking
                       1 First Canadian Place
                       4th Floor, P.O. Box 150
                       Toronto, ON  M5X 1H3
                       Attn:  Egizio Bianchini
                       Tel:  (416) 359-4001
                       Fax:  (416) 359-4459

With copies to:        White & Case LLP
                       1155 Avenue of the Americas
                       New York, New York 10036
                       Attn:  Kevin Keogh, Esq.
                       Tel:  (212) 819-8200
                       Fax:  (212) 354-8113


<PAGE>
          9.4     Assignability.  This  Agreement  and  all  of  the  provisions
                  -------------
hereof  shall be binding upon and inure to the benefit of the parties hereto and
their  respective  successors and permitted assigns.  Neither this Agreement nor
any  rights,  duties  or  obligations  hereunder  shall be assigned by any party
hereto  without  the  prior  written consent of the other parties hereto, except
that  vested  rights to receive payment or to initiate legal action with respect
to  causes  of action that have accrued hereunder shall be assignable by devise,
descent  or  operation  of  law.

          9.5     Severability.  If  any  provision  of  this Agreement shall be
                  ------------
held  to  be  illegal,  invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect  or  render illegal, invalid or unenforceable any other provision of this
Agreement,  and  this  Agreement  shall  be  carried out as if any such illegal,
invalid  or  unenforceable  provision  were  not  contained  herein.

          9.6     Governing  Law;  Venue.
                  ----------------------

                  (a)     This  Agreement  shall  be  governed  by and construed
under the laws of the State of New York without regard to principles of conflict
of  law. Each of the parties hereby (i) irrevocably consents and agrees that any
legal or equitable action or proceeding arising under or in connection with this
Agreement shall be brought exclusively in the Federal or state courts sitting in
New  York,  New  York, and any court to which an appeal may be taken in any such
litigation,  and  (ii)  by execution and delivery of this Agreement, irrevocably
submits  to  and  accepts,  with  respect  to  any  such  action  or proceeding,
for  itself  and  in  respect  of  its  properties  and  assets,  generally  and
unconditionally,  the  jurisdiction  of  the  aforesaid  courts, and irrevocably
waives any and all rights such party may now or hereafter have to object to such
jurisdiction.

                  (b)      Each  of  the  Company  and  the other parties hereto
waives its right to a jury trial with respect to any action or claim arising out
of  any  dispute  in  connection  with this agreement, any rights or obligations
hereunder  or  the  performance  of  such  rights  and obligations.  Each of the
Company and the other parties hereto (i) certifies that no representative, agent
or  attorney  of  any party hereto has represented, expressly or otherwise, that
such  party would not, in the event of litigation, seek to enforce the foregoing
waivers and (ii) acknowledges that the parties hereto have been induced to enter
into  this  Agreement  by,  among  other  things, the waivers and certifications
contained  herein.

                            [Signature Page Follows]


<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  written  above.



                                         THE COMPANY:

                                         APOLLO GOLD CORPORATION

                                         By:  /s/ R. David Russell
                                            ---------------------------------
                                            R. David Russell, President and
                                            Chief Executive Officer



                                         THE HOLDERS:

                                         By: BMO NESBITT BURNS INC.

                                         By:  /s/ Egizio Bianchini
                                            ---------------------------------

                                         Name:   Egizio Bianchini
                                              -------------------------------

                                         Title:  Manager Director
                                               ------------------------------


<PAGE>