Exhibit 4.12

                             APOLLO GOLD CORPORATION

                 RESTRICTED COMMON SHARES AT CDN$2.25 PER SHARE

                             SUBSCRIPTION AGREEMENT

1.   SUBSCRIPTION:

     (a)  The  undersigned (individually and/or collectively, the "PARTICIPANT")
hereby  applies  to purchase shares of restricted common shares (the "SHARES" or
the  "COMMON  SHARES") of Apollo Gold Corporation, a corporation organized under
the  laws of the Yukon, Canada (the "COMPANY"), in accordance with the terms and
conditions  of  this  Subscription  Agreement  (the  "SUBSCRIPTION").

     (b)  Before this subscription for the Shares is considered, the Participant
must complete, execute and deliver to the Company the following:

               (i)  This Subscription; and

               (ii) The Investor Questionnaire.

     (c)  This Subscription is irrevocable by the Participant.

     (d)  This  Subscription  is  not  transferable  or  assignable  by  the
Participant.

     (e)  This  Subscription  may be rejected in whole or in part by the Company
in  its  sole  discretion.  In  the  event  this Subscription is rejected by the
Company,  all funds and documents tendered by the Participant shall be returned.

2.     CLOSING.  The  date  and time of the issuance and sale of the Shares (the
"CLOSING  DATE")  shall  be  at 10:00 a.m., New York City Time, on September 26,
2003  or  at  such  other  date  as the Company and the U.S. Placement Agent may
agree.

3.     REPRESENTATIONS  BY  PARTICIPANT.  In  consideration  of  the   Company's
acceptance  of  the   Subscription,  I   make   the  following   representations
 andwarranties  to  the  Company,  to  its   principals,  and  to  participating
broker-dealers,   if  any,   jointly  and   severally,   which   warranties  and
representations  shall  survive any acceptance of my subscription of the Shares:

     (a)  Prior  to the time of purchase of any Shares, I received a copy of the
Private Placement Memorandum, dated September 19, 2003, relating to the offering
in  the  United  States  of  the  Shares,  and I have had the opportunity to ask
questions  and  receive any additional information from persons acting on behalf
of  the  Company  to  verify  my  understanding  of the terms thereof and of the
Company's business and status thereof, and that no oral information furnished to
the  undersigned or my advisors in connection with my subscription of the Shares
has  been  in  any way inconsistent with other documentary information provided.


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     (b)  I  acknowledge that I have not seen, received, been presented with, or
been solicited by any leaflet, public promotional meeting, newspaper or magazine
article  or  advertisement, radio or television advertisement, or any other form
of  general  advertising  or general solicitation (as those terms are defined in
Regulation  D  of  the  United  States  Securities  Act of 1933, as amended (the
"SECURITIES  ACT"))  with  respect  to  the  Shares.

     (c) The Shares are being purchased for my own account, and not on behalf of
any  other  person  or for the account of another "accredited investor" (as such
term  is defined in Rule 501(a) of Regulation D promulgated under the Securities
Act)  ("ACCREDITED  INVESTOR")  with respect to which I exercise sole investment
discretion,  for long-term investment and not with a view to immediately re-sell
the  Shares.  No  other  person  or  entity  will  have  any  direct or indirect
beneficial  interest  in,  or  right  to,  the  Shares.

     (d)  I,  or  my  agents or investment advisors, (i) have such knowledge and
experience  in financial and business matters that will enable me to utilize the
information  made  available to me in connection with the purchase of the Shares
to  evaluate  the  merits  and  risks thereof and to make an informed investment
decision  and  (ii)  am  able, without impairing my financial condition, to hold
such  Shares for an indefinite period of time and to bear the economic risks of,
and  withstand  a  complete  loss  of,  such  investment.

     (e)  I  acknowledge  that  the  Shares  have  not been registered under the
Securities  Act,  or  qualified  under  any applicable state securities laws, in
reliance, in part, on my representations, warranties and agreements made herein.

     (f) Other than the rights specifically set forth in the Registration Rights
Agreement,  I  represent, warrant and agree that the Company and the officers of
the  Company  (the  "COMPANY'S OFFICERS") are under no obligation to register or
qualify  the  Shares under the Securities Act or under any state securities law,
or  to  assist the undersigned in complying with any exemption from registration
and  qualification.

     (g)  I  represent  that I meet the criteria for participation because (i) I
have  a preexisting personal or business relationship with the Company or one or
more  of  its  partners,  officers,  directors or controlling persons or (ii) by
reason  of  my business or financial experience, or by reason of the business or
financial experience of my financial advisors who are unaffiliated with, and are
not  compensated,  directly  or  indirectly,  by the Company or any affiliate or
selling  agent of the Company, I am capable of evaluating the risk and merits of
an  investment  in  the  Shares  and of protecting my own interests, AND I am an
Accredited  Investor.

     (h)  I  understand  that the Shares are illiquid, and until registered with
the  Securities  Exchange  Commission  or an exemption from registration becomes
available,  cannot be readily sold as there will not be a public market for them
and  that  I may not be able to sell or dispose of the Shares, or to utilize the
Shares  as  collateral  for a loan. I must not purchase the Shares unless I have
liquid  assets  sufficient  to assure myself that such purchase will cause me no
undue  financial  difficulties  and  that I can still provide for my current and
possible  personal


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contingencies,  and  that  the  commitment  herein for the Shares, combined with
other  investments  of  mine,  is  reasonable  in  relation  to  my  net  worth.

     (i)  I  agree  that if I decide to offer, sell or otherwise transfer any of
the  Shares,  I  will not offer, sell or otherwise transfer any such securities,
directly  or  indirectly,  unless:  (i) the transfer is to the Company, (ii) the
transfer  is  made outside the United States in compliance with the requirements
of  Rule  904  of  Regulation  S under the Securities Act and in compliance with
applicable  local laws and regulations, (iii) the transfer is made in compliance
with  an  exemption  from registration under the Securities Act provided by Rule
144  thereunder,  or  (iv)  the securities are transferred in a transaction that
does  not  require registration under the Securities Act or any applicable state
securities  laws  and  it  has furnished to the Company an opinion of counsel in
form and substance reasonably satisfactory to the Company to such effect;

     (j)  I  understand  and  acknowledge that upon the original issuance of the
Shares,  and  until such time as the same is no longer required under applicable
requirements  of  the  Securities  Act  or  applicable  state  securities  laws,
certificates  representing  the  Shares, and all certificates issued in exchange
therefor or in substitution thereof, shall bear the following legend:

     "THE  SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
     ACT").  THE  HOLDER  HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR
     THE  BENEFIT  OF  THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED,
     SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE
     THE  UNITED  STATES  IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER
     THE  U.S.  SECURITIES  ACT,  (C) IN COMPLIANCE WITH THE EXEMPTION FROM
     REGISTRATION  UNDER  THE  U.S.  SECURITIES  ACT  PROVIDED  BY RULE 144
     THEREUNDER, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
     UNDER  THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS
     AND  THE  SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF
     RECOGNIZED  STANDING  IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
     THE  CORPORATION  TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT
     CONSTITUTE  "GOOD  DELIVERY"  IN  SETTLEMENT  OF TRANSACTIONS ON STOCK
     EXCHANGES  IN CANADA; A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF
     WHICH  WILL  CONSTITUTE  "GOOD  DELIVERY,"  MAY  BE  OBTAINED FROM THE
     CORPORATION'S  REGISTRAR  AND  TRANSFER  AGENT  UPON  DELIVERY OF THIS
     CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO
     THE CORPORATION'S REGISTRAR AND TRANSFER AGENT AND THE CORPORATION, TO
     THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING
     MADE  IN  COMPLIANCE  WITH  RULE  904  OF  REGULATION S UNDER THE U.S.
     SECURITIES  ACT";


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     provided,  that  if  the  Shares  are  being  sold  in  compliance with the
requirements  of  Rule 904 of Regulation S under the Securities Act, as referred
to above, and in compliance with Canadian local laws and regulations, the legend
may  be  removed  by  providing  a  declaration  to  the Company's registrar and
transfer  agent for the Shares in the form attached hereto as Annex A (or as the
Company  may  prescribe  from  time  to  time);

     provided  further,  that,  if  any of the Shares are being sold pursuant to
Rule  144  of  the  Securities Act, the legend may be removed by delivery to the
Company's  registrar  and  transfer agent of an opinion of counsel of recognized
standing  in  form  and substance reasonably satisfactory to the Company, to the
effect  that  the  legend is no longer required under applicable requirements of
the  Securities  Act  or  state  securities  laws;

     (k)  I  consent  to  the Company making a notation on its records or giving
instructions  to  any  transfer  agent  of  the Shares in order to implement the
restrictions  on  transfer  set  forth  and  described  herein;

     (l)  I  have  been  advised  to  consult  with my own attorney or attorneys
regarding  all legal matters concerning an investment in the Company and the tax
consequences  of  purchasing  the  Shares,  and  have  done  so, to the extent I
consider  necessary.

     (m)  I  acknowledge  that  the  tax  consequences to me of investing in the
Company will depend on my particular circumstances, and neither the Company, the
Company's  Officers,  any  other  investors,  nor  the  partners,  shareholders,
members,  managers,  agents,  officers,  directors,  employees,  affiliates  or
consultants  of  any  of  them,  will  be  responsible  or  liable  for  the tax
consequences  to  me  of an investment in the Company. I will look solely to and
rely  upon  my  own  advisers  with  respect  to  the  tax  consequences of this
investment

     (n) All information which I have provided to the Company concerning myself,
my  financial  position  and  my  knowledge of financial and business matters is
truthful,  accurate,  correct  and  complete  as  of  the date set forth herein.

4.     AGREEMENT  TO  INDEMNIFY  COMPANY.  I  hereby agree to indemnify and hold
harmless  the  Company,  its  principals,  the  Company's  officers,  directors
attorneys,  and  agents, from any and all damages, costs and expenses (including
actual  attorneys'  fees)  which  they  may incur (i) by reason of my failure to
fulfill  any of the terms and conditions of this subscription, (ii) by reason of
my  breach  of  any  of  my  representations, warranties or agreements contained
herein,  and  (iii)  with respect to any and all claims made by or involving any
person,  other than me personally, claiming any interest, right, title, power or
authority  in respect to the Shares.  I further agree and acknowledge that these
indemnifications  shall  survive  any  sale  or  transfer,  or attempted sale or
transfer,  of  any  portion  of  the  Shares.

5.     SUBSCRIPTION  BINDING  ON HEIRS, ETC.  This Subscription, upon acceptance
by  the  Company,  shall  be  binding upon the heirs, executors, administrators,
successors  and assigns of the Participant.  If the undersigned is more than one
person,  the  obligations  of the undersigned shall be joint and several and the
representations  and  warranties shall be deemed to be made by and be binding on


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each  such  person  and his or her heirs, executors, administrators, successors,
and  assigns.

6.     EXECUTION  AUTHORIZED.  If  this  Subscription is executed on behalf of a
corporation,  partnership,  trust or other entity, the undersigned has been duly
authorized  and  empowered  to legally represent such entity and to execute this
Subscription  and  all  other  instruments in connection with the Shares and the
signature  of  the  person  is  binding  upon  such  entity.

7.     ADOPTION OF TERMS AND PROVISIONS.  The Participant hereby adopts, accepts
and  agrees  to  be  bound  by  all  the  terms  and  provisions  hereof.

8.     GOVERNING  LAW.  This  Subscription shall be construed in accordance with
the  laws  of  the  State  of  New  York.

9.     INVESTOR  INFORMATION:

                        PARTICULARS OF PURCHASE OF SHARES
                        ---------------------------------

Number  of  Shares  Subscribed  For:
                                                  _____________________

Total subscription price payable: (Cdn$2.25 x
number of Shares):                                _____________________


                              PURCHASER INFORMATION
                              ---------------------

Name of Purchaser:      ________________________________________________________

Street Address:         ________________________________________________________

Street Address (2):     ________________________________________________________

City and State:         ________________________________________________________

Zip Code:               ________________________________________________________

Contact Name:           ________________________________________________________

Alternate Contact:      ________________________________________________________

Phone No.:              ________________________________________________________

Fax No:                 ________________________________________________________



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                            REGISTRATION INFORMATION
                            ------------------------
 Registration of the certificates representing the Shares should be made exactly
              as follows (if space is insufficient, attach a list):


Name of Purchaser:      ________________________________________________________

Street Address:         ________________________________________________________

Street Address (2):     ________________________________________________________

City and State:         ________________________________________________________

Zip Code:               ________________________________________________________

Contact Name:           ________________________________________________________

Alternate Contact:      ________________________________________________________

Phone No.:              ________________________________________________________

Fax No:                 ________________________________________________________


                            DELIVERY OF CERTIFICATES
                            ------------------------
    The certificates representing the Shares are to be delivered as follows (if
            different from the address(es) set forth in Box B above):


Name of Purchaser:      ________________________________________________________

Street Address:         ________________________________________________________

Street Address (2):     ________________________________________________________

City and State:         ________________________________________________________

Zip Code:               ________________________________________________________

Contact Name:           ________________________________________________________

Alternate Contact:      ________________________________________________________

Phone No.:              ________________________________________________________

Fax No:                 ________________________________________________________



<PAGE>
                        BENEFICIAL PURCHASER INFORMATION
                        --------------------------------
  If the Purchaser is acting for a beneficial purchaser, the name and address of
                    such beneficial purchaser is as follows:


Name of Purchaser:      ________________________________________________________

Street Address:         ________________________________________________________

Street Address (2):     ________________________________________________________

City and State:         ________________________________________________________

Zip Code:               ________________________________________________________

Contact Name:           ________________________________________________________

Alternate Contact:      ________________________________________________________

Phone No.:              ________________________________________________________

Fax No:                 ________________________________________________________



10.     EXECUTION  BY FACSIMILE, COUNTERPARTS.  The Company shall be entitled to
rely  on  delivery  by  facsimile  of  an executed copy of this Subscription and
acceptance by the Company of such facsimile copy shall create a legal, valid and
binding  agreement  among the undersigned and the Company in accordance with the
terms  hereof.  This Subscription may be executed in counterparts, each of which
shall  be deemed to be an original and all of which shall constitute one and the
same  document.


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     Subject  to  acceptance  by the Company, the undersigned (on its own behalf
and,  if  applicable,  on  behalf  of  each principal for whom it is contracting
hereunder)  has completed this Subscription to evidence his/her subscription for
participation  in  the  Shares  of  the Company, this ____ day of______________,
2003, at ______________, ________________.


                                     -------------------------------------------
                                     (Full Name of Subscriber - please print)

                                     -------------------------------------------
                                     (Authorized  Signature)

                                     -------------------------------------------
                                     (Name and Official Capacity - please print)


The Company has accepted this Subscription as of this __ day of _________, 2003.


                                     APOLLO GOLD CORPORATION
                                     a Yukon, Canada corporation


                                     By:
                                        ----------------------------------------
                                          R. David Russell, President and CEO

                                     Address  for  notice:

                                     Apollo  Gold  Corporation
                                     4601  DTC  Boulevard,  Suite  750
                                     Denver,  CO  80237
                                     Attn:  Robert  L.  Chapman,  CFO


<PAGE>
                                     ANNEX A

                    FORM OF DECLARATION FOR REMOVAL OF LEGEND

TO:  CIBC Mellon Trust Company
     as registrar and transfer agent
     for Shares of
     Apollo Gold Corporation
     [address of CIBC Mellon Trust Company]


The  undersigned (a) acknowledges that the sale of the securities of Apollo Gold
Corporation  (the  "Company") to which this declaration relates is being made in
reliance  on  Rule 904 of Regulation S under the United States Securities Act of
1933,  as  amended  (the  "Securities  Act")  and  (b)  certifies  that  (1) the
undersigned  is not an affiliate of the Company (as that term is defined in Rule
405  under the Securities Act), (2) the offer of such securities was not made to
a  person  in  the  United  States  and either (A) at the time the buy order was
originated,  the  buyer  was  outside  the  United States, or the seller and any
person  acting  on its behalf reasonably believed that the buyer was outside the
United  States,  or  (B)  the  transaction  was  executed  in, on or through the
facilities  of  the Toronto Stock Exchange and neither the seller nor any person
acting  on  its  behalf  knows  that the transaction has been prearranged with a
buyer  in  the  United  States,  (3) neither the seller nor any affiliate of the
seller  nor  any person acting on any of their behalf has engaged or will engage
in  any  directed  selling  efforts  in the United States in connection with the
offer  and  sale  of  such securities, (4) the sale is bona fide and not for the
purpose  of "washing off" the resale restrictions imposed because the securities
are "restricted securities" (as such term is defined in Rule 144(a)(3) under the
Securities  Act),  and (5) the seller does not intend to replace such securities
with  fungible  unrestricted  securities  and (6) the contemplated sale is not a
transaction,  or  part  of a series of transactions which, although in technical
compliance  with  Regulation  S  under  the Securities Act, is part of a plan or
scheme  to  evade the registration provisions of the Securities Act.  Terms used
herein have the meanings given to them by Regulation S under the Securities Act.

Dated:
      -----------------                    -------------------------
                                           Name  of  Seller

                                       By: _________________________
                                       Name:________________________
                                       Title:_______________________


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