Unassociated Document


    EXHIBIT
      10.1

     

    FIRST
      AMENDING AGREEMENT

     

    TO
      THE ASSET PURCHASE AGREEMENT

     

    THIS
      AGREEMENT made as of the 30th
      day of
      June, 2008.

     

    BETWEEN:

     

    APOLLO
      GOLD CORPORATION,
      a
      corporation continued under the laws of the Yukon Territory

     

    (hereinafter
      referred to as the “Purchaser”)

     

    -
      and
      -

     

    ST
      ANDREW GOLDFIELDS LTD.,
      a
      corporation amalgamated under the laws of the Province of Ontario

     

    (hereinafter
      referred to as the “Vendor”)

     

    -
      and
      -

     

    FOGLER,
      RUBINOFF LLP

     

    (hereinafter
      referred to as the “Trustee”)

     

    WHEREAS:

     

    
      	
              1.

            	
              The
                Purchaser, the Vendor and the Trustee have entered into an asset
                purchase
                agreement made as of the 6th
                day of June, 2008 (the “Asset
                Purchase Agreement”)
                providing for, inter
                alia,
                the purchase and sale of the Stock Mill
                Complex;

            


    

     

    
      	
              2.

            	
              The
                parties hereto have agreed to amend the Asset Purchase Agreement
                as
                hereinafter set forth;

            


    

     

    
      	
              3.

            	
              Capitalized
                words and terms not defined herein have the meanings ascribed to
                such
                words and terms in the Asset Purchase
                Agreement;

            


    

     

    NOW
      THEREFORE
      for the
      sum of $1.00 of lawful money of Canada and other good and valuable consideration
      paid by each of the parties hereto to each of the other parties hereto (the
      receipt and sufficiency of which are hereby acknowledged), it is agreed among
      the parties hereto as follows:

     

    
      	
              1.

            	
              Section
                1.1(h) is hereby amended by deleting the phrase:
                

            


    

     

    “June
      30,
      2008 or such other date (i) as set out in an Extension Notice, or (ii)”


     

    and
      inserting in its place the phrase: 

     

    “the
      date
      on which the Final Payment is made by the Purchaser to the Vendor, or such
      other
      date”.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        2

      

    

     

    
      	
              2.

            	
              Section
                1.1(o) is hereby deleted and replaced with the following: “INTENTIONALLY
                DELETED”.

            


    

     

    
      	
              3.

            	
              Section
                1.1(cc) is hereby deleted and replaced with the following: “INTENTIONALLY
                DELETED”.

            


    

     

    
      	
              4.

            	
              Section
                2.7(b) is hereby deleted and replaced with the
                following:

            


    

     

    “Subject
      to Section 2.7(c), the balance of the Purchase Price, being $18,500,000 less
      applicable adjustments as described in section 2.5 and section 4.1(k) herein,
      shall be paid and satisfied as follows:

     

    
      	 	
              (i)

            	
              on
                July 3, 2008, the Purchaser will pay to the Vendor by certified cheque
                or
                bank draft, the sum of $4,000,000 (the “First
                Balance Payment”);

            


    

     

    
      	 	
              (ii)

            	
              on
                or before July 31, 2008, the Purchaser will pay to the Vendor by
                certified
                cheque or bank draft, the sum of $6,000,000 (the “Second
                Balance Payment”
                and the “Second
                Balance Payment”
                and collectively with the First Balance Payment, the “Balance
                Payments”);
                

            


    

     

    
      	 	
              (iii)

            	
              on
                or before August 29, 2008, the Vendor will receive, at its sole
                discretion, but subject to Section 2.7(c)(iv) below, a final payment
                (the
                “Final
                Payment”)
                through either: (A) payment from the Purchaser by certified cheque
                or bank
                draft in the sum of $8,500,000 (the “Cash
                Payment”),
                (B) such number of common shares in the capital of the Purchaser
                (the
                “Consideration
                Shares”)
                equal to $8,500,000 based on a value of $0.50 per Consideration Share,
                or
                (C) any combination of (A) and (B) equal to $8,500,000, provided,
                however,
                that any issuance of Consideration Shares does not result in the
                Vendor
                owning, directly or indirectly, 20% or more of the issued and outstanding
                common shares of the Purchaser. The issuance of Consideration Shares,
                if
                applicable, shall be by way of private placement, with the Consideration
                Shares being registered for resale in the United States of America
                under a
                resale registration statement to be filed by the Purchaser within
                60 days
                of the Completion Date and subject to a four-month and one-day hold
                period
                from the Completion Date in Canada. The Purchaser will use its reasonable
                best efforts to have such registration statement declared effective
                by the
                SEC within 120 days of the Completion Date;
                and

            


    

     

    
      	 	
              (iv)

            	
              notwithstanding
                anything in Section 2.7(c)(iii) to the contrary, if the Purchaser
                satisfies the Final Payment by way of the Cash Payment, the Vendor
                shall
                be obligated to accept the Cash Payment.


            


    

     

    The
      Balance Payments will be dealt with in accordance with the following
      provisions:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        3

      

    

     

    
      	 	
              (i)

            	
              if
                the purchase and sale of the Purchased Assets is completed at the
                Completion Time, the Balance Payments will be applied toward satisfaction
                of the Purchase Price;

            


    

     

    
      	 	
              (ii)

            	
              if
                the purchase and sale of the Purchased Assets is not completed for
                any
                reason other than the failure of the Purchaser to satisfy any of
                the
                conditions set out in section 9.3 hereof, the Balance Payments received
                by
                the Vendor shall be returned to the Purchaser without interest;
                and

            


    

     

    
      	 	
              (iii)

            	
              if
                the purchase and sale of the Purchased Assets is not completed due
                to the
                failure of the Purchaser to satisfy any of the conditions set out
                in
                section 9.3 hereof, then the Balance Payments received by the Vendor
                shall
                be forfeited and retained by the Vendor, in full satisfaction of
                all
                damages, losses, costs and expenses incurred by the Vendor, and the
                Vendor
                acknowledges that it will not have any other remedy or claim against
                the
                Purchaser as a result of the sale of the Purchased Assets not being
                completed.

            


    

     

    
      	
              5.

            	
              Section
                2.7(c) is hereby deleted and replaced with the
                following:

            


    

     

    “The
      balance of the Purchase Price as described in Section 2.7(b), namely the
      $18,500,000 or the unpaid portion thereof from time to time, shall bear interest
      from June 30, 2008 to the Completion Date at the rate of 12% per annum,
      calculated daily and payable on the Completion Date with interest at the same
      rate both before and after default, demand, maturity or judgment.”

     

    
      	
              6.

            	
              Except
                as otherwise set forth in this Agreement, all provisions of the Asset
                Purchase Agreement remain unamended and in full force and
                effect.

            


    

     

    
      	
              7.

            	
              This
                Agreement may be executed in several counterparts, each of which
                so
                executed shall be deemed to be an original, and such counterparts
                together
                shall constitute but one and the same
                instrument.

            


    

     

    
      	
              8.

            	
              The
                rights of the Vendor hereunder shall not be assignable without the
                written
                consent of the Purchaser. The rights of the Purchaser hereunder shall
                not
                be assignable without the written consent of the
                Vendor.

            


    

     

    
      	
              9.

            	
              This
                Agreement shall be binding upon and enure to the benefit of the parties
                hereto and their respective successors and permitted assigns. Nothing
                herein, express or implied, is intended to confer upon any person,
                other
                than the parties hereto and their respective successors and assigns,
                any
                rights, remedies, obligations or liabilities under or by reason of
                this
                Agreement.

            


    

     

    EXECUTION
      PAGE TO FOLLOW

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        4

      

    

     

    IN
      WITNESS WHEREOF
      the
      parties hereto have duly executed this agreement under seal as of the day and
      year first written above.

     

    
      	 	
              APOLLO
                GOLD CORPORATION

            
	 	 
	 	
              by:

            	
              /s/
                R.
                David Russell

            
	 	 	
              R.
                David Russell

              President
                and Chief Executive Officer

            


    

     

    
      	 	
              ST
                ANDREW GOLDFIELDS LTD.

            
	 	 
	 	
              by:

            	
              /s/
                Jacques
                Perron

            
	 	 	
              Jacques
                Perron

              President
                and Chief Executive Officer

            


    

     

    
      	 	
              FOGLER,
                RUBINOFF LLP

            
	 	 
	 	
              by:

            	
              /s/
                G. Michael Hobart