##### 









UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549








Form 10-K/A








Amendment No. 1





|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|þ |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
| 
|  |  | For the fiscal year ended December 31, 2004                                             

Commission File Number:
001-31593





Apollo Gold Corporation


(Exact name of registrant as specified in its charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|Yukon Territory                                                    |  | Not Applicable                          
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification No.)

5655 S. Yosemite Street, Suite 200


Greenwood Village, Colorado
80111-3220


(Address of Principal Executive Offices Including Zip
Code)


(720) 886-9656


(Registrants telephone number, including area code)





Securities registered pursuant to Section 12(B) of the
Act: None


Securities registered pursuant to Section 12(G) of the
Act: Common Shares, no par value


þ o


Regulation S-K Form 10-K Form 10-K. o


Rule 12b-2 þ o






DOCUMENTS INCORPORATED BY REFERENCE


Form 10-K.










---



##### 






Explanatory Note








Form 10-K Instrument 43-101.







---



##### 



REPORTING CURRENCY, FINANCIAL AND OTHER INFORMATION










NON-GAAP FINANCIAL MEASURES






STATEMENTS REGARDING FORWARD-LOOKING INFORMATION


Form 10-K




| |   |                                                                       
| | - | ----------------------------------------------------------------------
| |  | the establishment and estimates of mineral reserves and
    resources;
|
| |  | production;                                                           
|
| |  | production commencement dates;                                        
|
| |  | production costs;                                                     
|
| |  | cash operating costs;                                                 
|
| |  | total cash costs;                                                     
|
| |  | grade;                                                                
|
| |  | processing capacity;                                                  
|
| |  | potential mine life;                                                  
|
| |  | feasibility studies;                                                  

2



---



##### 





| |   |                                                             
| | - | ------------------------------------------------------------
| |  | development costs;                                          
|
| |  | expenditures;                                               
|
| |  | exploration;                                                
|
| |  | permits;                                                    
|
| |  | expansion plans;                                            
|
| |  | closure costs;                                              
|
| |  | development drilling and its potential results;             
|
| |  | surveys of claims;                                          
|
| |  | recovery rates;                                             
|
| |  | geological prospects;                                       
|
| |  | impact of governmental laws;                                
|
| |  | nonpayment of dividends and use of earnings from operations;
|
| |  | delivery of metals;                                         
|
| |  | cash flows;                                                 
|
| |  | future financing;                                           
|
| |  | our ability to fund our capital requirements;               
|
| |  | factors impacting our results of operations; and            
|
| |  | the impact of adoption of new accounting standards.         

Form 10-K:




| |   |                                                                                              
| | - | ---------------------------------------------------------------------------------------------
| |  | unexpected changes in business and economic conditions;                                      
|
| |  | significant increases or decreases in gold prices;                                           
|
| |  | changes in interest and currency exchange rates;                                             
|
| |  | timing and amount of production;                                                             
|
| |  | unanticipated grade changes;                                                                 
|
| |  | unanticipated recovery or production problems;                                               
|
| |  | changes in mining and milling costs;                                                         
|
| |  | pit slides at our mining properties;                                                         
|
| |  | metallurgy, processing, access, availability of materials,
    equipment, supplies and water;
|
| |  | determination of reserves;                                                                   
|
| |  | changes in project parameters;                                                               
|
| |  | costs and timing of development of new reserves;                                             
|
| |  | results of current and future exploration activities;                                        
|
| |  | results of pending and future feasibility studies;                                           

3



---



##### 





| |   |                                                                                                   
| | - | --------------------------------------------------------------------------------------------------
| |  | joint venture relationships;                                                                      
|
| |  | political or economic instability, either globally or in the
    countries in which we operate;   
|
| |  | local and community impacts and issues;                                                           
|
| |  | timing of receipt of government approvals;                                                        
|
| |  | accidents and labor disputes;                                                                     
|
| |  | environmental costs and risks;                                                                    
|
| |  | competitive factors, including competition for property
    acquisitions;                         
|
| |  | availability of external financing at reasonable rates or at
    all; and                         
|
| |  | the factors discussed in this Annual Report on
    Form 10-K under
    the heading Risk Factors.

Form 10-K Form 10-K.


4



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##### 



GLOSSARY OF TERMS




|                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|----------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Reserve                       |  | The term reserve refers to that part of a mineral
    deposit which could be economically and legally extracted or
    produced at the time of the reserve determination. Reserves must
    be supported by a feasibility study done to bankable standards
    that demonstrates the economic extraction. (Bankable
    standards implies that the confidence attached to the
    costs and achievements developed in the study is sufficient for
    the project to be eligible for external debt financing.) A
    reserve includes adjustments to the in-situ tonnes and grade to
    include diluting materials and allowances for losses that might
    occur when the material is mined.
|                             
|Proven Reserve                |  | The term proven reserve refers to reserves for which
    (a) quantity is computed from dimensions revealed in
    outcrops, trenches, workings or drill holes; grade and/or
    quality are computed from the results of detailed sampling and
    (b) the sites for inspection, sampling and measurement are
    spaced so closely and the geologic character is so well defined
    that size, shape depth and mineral content of reserves are
    well-established.                                                                                                                                                                                                                          
|                             
|Probable Reserve              |  | The term probable reserve refers to reserves for
    which quantity and grade and/or quality are computed from
    information similar to that used for proven
    (measured) reserves, but the sites for inspection,
    sampling, and measurement are farther apart or are otherwise
    less adequately spaced. The degree of assurance, although lower
    than that for proven reserves, is high enough to assume
    continuity between points of observation.                                                                                                                                                                                                                            
|                             
|Mineralized Material          |  | The term mineralized material refers to material
    that is not included in the reserve as it does not meet all of
    the criteria for adequate demonstration for economic or legal
    extraction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                             
|Exploration Stage             |  | An exploration stage prospect is one which is not in
    either the development or production stage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                             
|Development Stage             |  | A development stage project is one which is
    undergoing preparation of an established commercially mineable
    deposit for its extraction but which is not yet in production.
    This stage occurs after completion of a feasibility study.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             
|Production Stage              |  | A production stage project is actively engaged in
    the process of extraction and beneficiation of mineral reserves
    to produce a marketable metal or mineral product.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                             
|Mining                        |  | Mining is the process of extraction and beneficiation of mineral
    reserves to produce a marketable metal or mineral product.
    Exploration continues during the mining process and, in many
    cases, mineral reserves are expanded during the life of the mine
    operations as the exploration potential of the deposit is
    realized.                                                                                                                                                                                                                                                                                                                                                 
|                             
|Cash Operating Cost per Ounce |  | is equivalent to direct operating cost expense for the period as
    found on the Consolidated Statements of Operations, less mining
    taxes and by-product credits payable for silver, lead, and zinc
    divided by the number of ounces of gold sold during the period.                                                                                                                                                                                                                                                                                                                                                                                                                      

5



---



##### 





|                                |  |                                                                                                                                                                                                                                                                                           
|------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Doré                            |  | unrefined gold bullion bars containing various impurities such
    as silver, copper and mercury, which will be further refined to
    near pure gold.                                                                                                                                    
|                               
|Fault                           |  | a surface or zone of rock fracture along which there has been
    displacement                                                                                                                                                                                                            
|                               
|Fold                            |  | a curve or bend of a planar structure such as rock strata,
    bedding planes, foliation, or cleavage                                                                                                                                                                                     
|                               
|Formation                       |  | a distinct layer of sedimentary rock of similar composition.                                                                                                                                                                                                                              
|                               
|Geochemistry                    |  | the study of the distribution and amounts of the chemical
    elements in minerals, ores, rocks, solids, water, and the
    atmosphere.                                                                                                                                                   
|                               
|Geophysicist                    |  | one who studies the earth; in particular the physics of the
    solid earth, the atmosphere and the earths magnetosphere.                                                                                                                                                                
|                               
|Geotechnical                    |  | the study of ground stability.                                                                                                                                                                                                                                                            
|                               
|Heap Leach                      |  | a mineral processing method involving the crushing and stacking
    of an ore on an impermeable liner upon which solutions are
    sprayed that dissolve metals such as gold and copper; the
    solutions containing the metals are then collected and treated
    to recover the metals.
|                               
|Mapped or Geological            |  | the recording of geologic information such as the distribution
    and nature of rock                                                                                                                                                                                                     
|                               
|Mapping                         |  | units and the occurrence of structural features, mineral
    deposits, and fossil localities.                                                                                                                                                                                             
|                               
|Mineral                         |  | a naturally formed chemical element or compound having a
    definite chemical composition and, usually, a characteristic
    crystal form.                                                                                                                                               
|                               
|Mineralization                  |  | a natural occurrence in rocks or soil of one or more metal
    yielding minerals.                                                                                                                                                                                                         
|                               
|Outcrop                         |  | that part of a geologic formation or structure that appears at
    the surface of the earth.                                                                                                                                                                                              
|                               
|Put                             |  | a financial instrument that provides the right, but not the
    obligation, to sell a specified number of ounces of gold at a
    specified price.                                                                                                                                        
|                               
|Shear                           |  | a form of strain resulting from stresses that cause or tend to
    cause contiguous parts of a body of rock to slide relatively to
    each other in a direction parallel to their plane of contact.                                                                                      
|                               
|Strike                          |  | the direction or trend that a structural surface, e.g. a bedding
    or fault plane, takes as it intersects the horizontal.                                                                                                                                                               
|                               
|Strip                           |  | to remove overburden in order to expose ore.                                                                                                                                                                                                                                              
|                               
|Total Cash Cost per Ounce       |  | is equivalent to mining operations expense for the period, less
    by-product credits payable for silver, lead and zinc, plus
    royalty expense and mining and property taxes, divided by the
    number of ounces of gold sold during the period.                                     
|                               
|Total Production Cost per Ounce |  | is equivalent to total cash cost per ounce plus depreciation and
    amortization.                                                                                                                                                                                                        

6



---



##### 





|          |  |                                                                                             
|--------- |  | --------------------------------------------------------------------------------------------
|Vein      |  | a thin, sheet like crosscutting body of hydrothermal
    mineralization, principally quartz.
|         
|Wall Rock |  | the rock adjacent to a vein.                                                                

CONVERSION FACTORS AND ABBREVIATIONS




|                          |  |                               |  |                    |  |                                 
|------------------------- |  | ----------------------------- |  | ------------------ |  | --------------------------------
|1 acre                    |  | = 0.4047 hectare              |  | 1 mile             |  | = 1.6093 kilometers             
|1 foot                    |  | = 0.3048 meter                |  | 1 troy ounce       |  | = 31.1035 grams                 
|1 gram per metric tonne   |  | = 0.0292 troy ounce/short ton |  | 1 square mile      |  | = 2.59 square kilometers        
|1 short ton (2000 pounds) |  | = 0.9072 tonne                |  | 1 square kilometer |  | = 100 hectares                  
|1 tonne                   |  | = 1,000 kg or 2,204.6 lbs     |  | 1 kilogram         |  | = 2.204 pounds or 32.151 troy oz
|1 hectare                 |  | = 10,000 square meters        |  | 1 hectare          |  | = 2.471 acres                   



|       |  |                           |  |          |  |                             
|------ |  | ------------------------- |  | -------- |  | ----------------------------
|Au     |  | = gold                    |  | m2       |  | = square meter              
|g      |  | = gram                    |  | m3       |  | = cubic meter               
|Au g/t |  | = grams of gold per tonne |  | Mg or mg |  | = milligram                 
|ha     |  | = hectare                 |  | mg/m3    |  | = milligrams per cubic meter
|km     |  | = kilometer               |  | T        |  | = tonnes                    
|km2    |  | = square kilometers       |  | t        |  | = ton                       
|kg     |  | = kilogram                |  | Oz       |  | = troy ounce                
|lbs    |  | = pounds                  |  | Ppb      |  | = parts per billion         
|m      |  | = meter                   |  | Ma       |  | = million years             



7



---



##### 



PART I




|        |                        
|------- | -----------------------
|ITEM 1. | DESCRIPTION OF BUSINESS

OVERVIEW OF APOLLO GOLD


80111-3220, Form 10-K.








8



---



##### 



BACKGROUND


Apollo Gold Corporation

























| |         
| | --------
| | Products



|                              |  |              |    |   |      |  |    |      |  |  |    |  
|----------------------------- |  | ------------ | -- | - | ---- |  | -- | ---- |  |  | -- | -
|                              |  | Year Ended   |   
|                              |  | December 31, |   
|                              |  |              |   
|Product Category              |  | 2004         |    |   | 2003 |  |    | 2002 | 
|                              |  |              |    |   |      |  |    |      | 
|Gold                          |  |              | 62 | % |      |  | 79 | %    |  |  | 85 | %
|Zinc                          |  |              | 20 | % |      |  | 13 | %    |  |  | 11 | %
|Silver, lead and other metals |  |              | 18 | % |      |  | 8  | %    |  |  | 4  | %

9



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##### 





|                      |                                        |                         |   |            |      |  |   |            |  |  |   |            | 
|--------------------- | -------------------------------------- | ----------------------- | - | ---------- | ---- |  | - | ---------- |  |  | - | ---------- | 
|                      |                                        | Year Ended December 31, |  
|                      |                                        |                         |  
|                      |                                        | 2004                    |   |            | 2003 |  |   | 2002       | 
|                      |                                        |                         |   |            |      |  |   |            | 
|Production Summary    |                                        |                         |   |            |      |  |   |            |  |  |   |           
|                      | Gold ounces                            |                         |   | 106,825    |      |  |   | 145,935    |  |  |   | 62,699     | 
|                      | Silver ounces                          |                         |   | 1,031,156  |      |  |   | 471,241    |  |  |   | 275,925    | 
|                      | Lead pounds                            |                         |   | 10,064,265 |      |  |   | 10,843,184 |  |  |   | 5,481,230  | 
|                      | Zinc pounds                            |                         |   | 26,222,805 |      |  |   | 21,792,452 |  |  |   | 15,328,392 | 
|Average metals prices |                                        |                         |   |            |      |  |   |            |  |  |   |           
|                      | Gold  London Bullion Mkt. ($/ounce)   |                         | $ | 409        |      |  | $ | 364        |  |  | $ | 310        | 
|                      | Silver  London Bullion Mkt. ($/ounce) |                         | $ | 6.66       |      |  | $ | 4.88       |  |  | $ | 4.59       | 
|                      | Lead  LME Cash ($/pound)              |                         | $ | 0.40       |      |  | $ | 0.23       |  |  | $ | 0.20       | 
|                      | Zinc  LME Cash ($/pound)              |                         | $ | 0.48       |      |  | $ | 0.38       |  |  | $ | 0.35       | 



| |     
| | ----
| | Gold



| |                
| | ---------------
| | Gold Production







| |          
| | ---------
| | Gold Uses





| |            
| | -----------
| | Gold Supply





| |                   
| | ------------------
| | Gold Price History



10



---



##### 





|     |  |      |     |  |     |   |     |         |  |   |     | 
|---- |  | ---- | --- |  | --- | - | --- | ------- |  | - | --- | 
|Year |  | High |     |  | Low |   |     | Average | 
|     |  |      |     |  |     |   |     |         | 
|1995 |  | $    | 396 |  |     | $ | 372 |         |  | $ | 384 | 
|1996 |  |      | 415 |  |     |   | 367 |         |  |   | 388 | 
|1997 |  |      | 362 |  |     |   | 283 |         |  |   | 331 | 
|1998 |  |      | 313 |  |     |   | 273 |         |  |   | 294 | 
|1999 |  |      | 326 |  |     |   | 253 |         |  |   | 279 | 
|2000 |  |      | 313 |  |     |   | 264 |         |  |   | 279 | 
|2001 |  |      | 293 |  |     |   | 256 |         |  |   | 271 | 
|2002 |  |      | 349 |  |     |   | 278 |         |  |   | 310 | 
|2003 |  |      | 416 |  |     |   | 320 |         |  |   | 364 | 
|2004 |  |      | 454 |  |     |   | 375 |         |  |   | 409 | 










| |     
| | ----
| | Zinc





|                                                         |                      |                |        |      |      |  |       |      |  |  |       |      |  |      |       |      |  |  |       |      | 
|-------------------------------------------------------- | -------------------- | -------------- | ------ | ---- | ---- |  | ----- | ---- |  |  | ----- | ---- |  | ---- | ----- | ---- |  |  | ----- | ---- | 
|Annual Global Supply/ Demand Balance for Zinc, 2000-2004 |                     
|                                                         |                     
|                                                         |                      | 2004           |        |      | 2003 |  |       | 2002 |  |  | 2001  |      |  | 2000 |      
|                                                         |                      |                |        |      |      |  |       |      |  |  |       |      |  |      |      
|                                                         |                      | (000s tonnes) |       
|Refined Consumption                                      |                      |                | 10,208 |      |      |  | 9,738 |      |  |  | 9,388 |      |  |      | 8,917 |      |  |  | 8,997 |     
|Refined Production                                       |                      |                | 10,005 |      |      |  | 9,863 |      |  |  | 9,712 |      |  |      | 9,228 |      |  |  | 8,981 |     
|Release of Inv. Stocks                                   |                      |                | 12     |      |      |  | 7     |      |  |  | 3     |      |  |      | 23    |      |  |  | 39    |     
|Increase (Decrease) World Stock                          |                      |                | -191   |      |      |  | 132   |      |  |  | 327   |      |  |      | 334   |      |  |  | 23    |     
|LME Stocks  Total                                       |                      |                | 629    |      |      |  | 740   |      |  |  | 651   |      |  |      | 433   |      |  |  | 195   |     
|                                                         |  Weeks consumption |                |        | 3.2  |      |  |       | 4.0  |  |  |       | 3.6  |  |      |       | 2.5  |  |  |       | 1.1  | 
|Reported Stocks  Total                                  |                      |                | 1,011  |      |      |  | 1,202 |      |  |  | 1,095 |      |  |      | 946   |      |  |  | 662   |     
|                                                         |  Weeks consumption |                |        | 5.2  |      |  |       | 6.4  |  |  |       | 6.1  |  |      |       | 5.5  |  |  |       | 3.8  | 
|LME cash price  $/tonne                                 |                      |                | 1,048  |      |      |  | 828   |      |  |  | 779   |      |  |      | 886   |      |  |  | 1,128 |     
|                                                         |  cents/lb           |                |        | 47.5 |      |  |       | 37.6 |  |  |       | 35.3 |  |      |       | 40.2 |  |  |       | 51.2 | 






11



---



##### 





| |                   
| | ------------------
| | Zinc Price History



|      |  |      |      |  |     |  |      | 
|----- |  | ---- | ---- |  | --- |  | ---- | 
|      |  | Zinc |     
|      |  |      |     
|Year  |  | High |      |  | Low | 
|      |  |      |      |  |     | 
|2000  |  |      | 0.58 |  |     |  | 0.46 | 
|2001  |  |      | 0.48 |  |     |  | 0.33 | 
|2002  |  |      | 0.42 |  |     |  | 0.33 | 
|2003  |  |      | 0.46 |  |     |  | 0.34 | 
|2004  |  |      | 0.56 |  |     |  | 0.42 | 
|2005* |  |      | 0.65 |  |     |  | 0.53 | 






|  |                       
|- | ----------------------
|* | Through March 10, 2005



| |       
| | ------
| | Silver









| |                     
| | --------------------
| | Silver Price History

|      |  |        |      |  |     |  |      | 
|----- |  | ------ | ---- |  | --- |  | ---- | 
|      |  | Silver |     
|      |  |        |     
|Year  |  | High   |      |  | Low | 
|      |  |        |      |  |     | 
|2000  |  |        | 5.57 |  |     |  | 4.62 | 
|2001  |  |        | 4.83 |  |     |  | 4.03 | 
|2002  |  |        | 5.13 |  |     |  | 4.22 | 
|2003  |  |        | 5.99 |  |     |  | 4.35 | 
|2004  |  |        | 8.29 |  |     |  | 5.49 | 
|2005* |  |        | 7.60 |  |     |  | 6.45 | 






|  |                       
|- | ----------------------
|* | Through March 10, 2005



| |     
| | ----
| | Lead



12



---



##### 





|                                                         |                      |                |       |      |      |  |       |      |  |  |       |      |  |      |       |      |  |  |       |      | 
|-------------------------------------------------------- | -------------------- | -------------- | ----- | ---- | ---- |  | ----- | ---- |  |  | ----- | ---- |  | ---- | ----- | ---- |  |  | ----- | ---- | 
|Annual Global Supply/ Demand Balance for Lead, 2000-2004 |                     
|                                                         |                     
|                                                         |                      | 2004           |       |      | 2003 |  |       | 2002 |  |  | 2001  |      |  | 2000 |      
|                                                         |                      |                |       |      |      |  |       |      |  |  |       |      |  |      |      
|                                                         |                      | (000s tonnes) |      
|Refined Consumption                                      |                      |                | 6,939 |      |      |  | 6,814 |      |  |  | 6,641 |      |  |      | 6,503 |      |  |  | 6,518 |     
|Refined Production                                       |                      |                | 6,726 |      |      |  | 6,761 |      |  |  | 6,665 |      |  |      | 6,575 |      |  |  | 6,655 |     
|Release of Stock                                         |                      |                | 48    |      |      |  | 60    |      |  |  | 6     |      |  |      | 41    |      |  |  | 32    |     
|Increase (Decrease) Stock                                |                      |                | -165  |      |      |  | 7     |      |  |  | 30    |      |  |      | 113   |      |  |  | 169   |     
|LME Stocks  Total                                       |                      |                | 40    |      |      |  | 109   |      |  |  | 184   |      |  |      | 98    |      |  |  | 131   |     
|                                                         |  Weeks consumption |                |       | 0.3  |      |  |       | 0.8  |  |  |       | 1.4  |  |      |       | 0.8  |  |  |       | 1.0  | 
|Reported Stocks  Total                                  |                      |                | 228   |      |      |  | 393   |      |  |  | 483   |      |  |      | 436   |      |  |  | 440   |     
|                                                         |  Weeks consumption |                |       | 1.7  |      |  |       | 3.0  |  |  |       | 3.8  |  |      |       | 3.5  |  |  |       | 3.5  | 
|LME cash price  $/tonne                                 |                      |                | 887   |      |      |  | 516   |      |  |  | 453   |      |  |      | 476   |      |  |  | 454   |     
|                                                         |  cents/lb           |                |       | 40.2 |      |  |       | 23.4 |  |  |       | 20.5 |  |      |       | 21.6 |  |  |       | 20.6 | 








| |                   
| | ------------------
| | Lead Price History



|      |  |      |      |  |     |  |      | 
|----- |  | ---- | ---- |  | --- |  | ---- | 
|      |  | Lead |     
|      |  |      |     
|Year  |  | High |      |  | Low | 
|      |  |      |      |  |     | 
|2000  |  |      | 0.26 |  |     |  | 0.18 | 
|2001  |  |      | 0.24 |  |     |  | 0.20 | 
|2002  |  |      | 0.24 |  |     |  | 0.18 | 
|2003  |  |      | 0.34 |  |     |  | 0.19 | 
|2004  |  |      | 0.45 |  |     |  | 0.29 | 
|2005* |  |      | 0.47 |  |     |  | 0.41 | 






|  |                       
|- | ----------------------
|* | Through March 10, 2005



Refining Process






13



---



##### 



2005 OPERATING OUTLOOK






|                      |                        |                                       |             |              |              |  |           |               |  |  |              |         |  |      |           |         |  |  |             |         | 
|--------------------- | ---------------------- | ------------------------------------- | ----------- | ------------ | ------------ |  | --------- | ------------- |  |  | ------------ | ------- |  | ---- | --------- | ------- |  |  | ----------- | ------- | 
|                      |                        |                                       |             | Estimate for |             
|                      |                        | Estimate for 2005 Three Months Ending |             |              | Year Ending  | 
|                      |                        |                                       |             |              | December 31, | 
|                      |                        | March 31,                             |             |              | June 30,     |  |           | September 30, |  |  | December 31, |         |  | 2005 |          
|                      |                        |                                       |             |              |              |  |           |               |  |  |              |         |  |      |          
|Montana Tunnels       |                        |                                       | 1517,000   |              |              |  | 1720,000 |               |  |  | 1721,000    |         |  |      | 1617,000 |         |  |  | 6575,000   |        
|Standard Mine         |                        |                                       | Development |              |              |  | 810,000  |               |  |  | 913,000     |         |  |      | 1317,000 |         |  |  | 3040,000   |        
|Florida Canyon        |                        |                                       | 9,000       |              |              |  | 69,000   |               |  |  | 69,000      |         |  |      | 69,000   |         |  |  | 2736,000   |        
|Total 2005 Production |                        |                                       | 2426,000   |              |              |  | 3139,000 |               |  |  | 3243,000    |         |  |      | 3543,000 |         |  |  | 122151,000 |        
|                      | Total Cash Cost ($/oz) |                                       |             | 340380      |              |  |           | 340380       |  |  |              | 320360 |  |      |           | 320360 |  |  |             | 325365 | 







Development and Exploration.






Mineral Reserves





43-101





14



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##### 






(NI 43-101)








|                                              |  |                         |           |  |      |  |           |      |  |  |         | 
|--------------------------------------------- |  | ----------------------- | --------- |  | ---- |  | --------- | ---- |  |  | ------- | 
|Proven and Probable Reserves  Gold Ounces(1) | 
|                                              | 
|                                              |  | Year Ended December 31, |          
|                                              |  |                         |          
|Mines                                         |  | 2004                    |           |  | 2003 |  |           | 2002 | 
|                                              |  |                         |           |  |      |  |           |      | 
|Montana Tunnels                               |  |                         | 643,800   |  |      |  | 692,500   |      |  |  | 291,600 | 
|Florida Canyon                                |  |                         | 263,600   |  |      |  | 374,393   |      |  |  | 330,900 | 
|Standard                                      |  |                         | 442,400   |  |      |  | 404,100   |      |  |  | 318,300 | 
|Black Fox Project                             |  |                         | 457,100   |  |      |  | 457,100   |      |  |  |        | 
|                                              |  |                         |           |  |      |  |           |      | 
|Apollo Gold  Total                           |  |                         | 1,806,900 |  |      |  | 1,928,093 |      |  |  | 940,800 | 












|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Since we report our mineral reserves to both
    NI 43-101 and SEC
    Industry Guide 7 standards, it is possible for our reserve
    figures to vary between the two. Where such a variance occurs it
    will arise from the differing requirements for reporting mineral
    reserves. For example,
    NI 43-101 requires
    that reserves be supported by a pre-feasibility study, and
    Industry Guide 7 requires support by a final feasibility
    study meeting bankable standards. The Black Fox Project thus
    reports reserves under
    NI 43-101, but
    reports no reserves under Industry Guide 7 as a final
    bankable feasibility study has not been completed. No
    reconciliation between
    NI 43-101 and
    Industry Guide 7 is included for Montana Tunnels, Florida
    Canyon and Standard as there are no material differences.














Employee Relations




Competition




Available Information


Form 10-K, Form 10-Q, Form 8-K Form 10-K.


15



---



##### 



RISK FACTORS


The risks below address some of the factors that may affect
our future operating results and financial performance.


We have identified a material weakness in our internal
controls over financial reporting.






The market price of our common shares could experience
volatility and could decline significantly.




If we complete additional equity financings, then our
existing shareholders may experience dilution.




16



---



##### 



The existence of outstanding rights to purchase common shares
may impair our ability to raise capital.






There may be certain tax risks associated with investments in
our company.




We have a history of losses and we expect to incur losses in
the future.




We have a limited operating history on which to evaluate our
potential for future success.




We are dependent on certain key personnel.




17



---



##### 



Our earnings may be affected by metals price volatility,
specifically the volatility of gold and zinc prices.






| |   |                                                                                                
| | - | -----------------------------------------------------------------------------------------------
| |  | industrial and jewelry demand;                                                                 
|
| |  | central bank lending, sales and purchases of gold;                                             
|
| |  | forward sales of gold by producers and speculators;                                            
|
| |  | production and cost levels in major gold-producing
    regions; and                            
|
| |  | rapid short-term changes in supply and demand because of
    speculative or hedging activities.





| |   |                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------
| |  | confidence in the global monetary system;                                                                                                      
|
| |  | expectations of the future rate of inflation (if any);                                                                                         
|
| |  | the strength of, and confidence in, the U.S. dollar (the
    currency in which the price of gold is generally quoted) and
    other currencies;
|
| |  | interest rates; and                                                                                                                            
|
| |  | global or regional political or economic events, including but
    not limited to acts of terrorism.                                           







Our reserve estimates are potentially inaccurate.






18



---



##### 







We may not achieve our production estimates.




start-up


Our future profitability depends in part, on actual economic
returns and actual costs of developing mines, which may differ
significantly from our estimates and involve unexpected
problems, costs and delays.








start-up


Exploration in general, and gold exploration in particular,
are speculative and are frequently unsuccessful.




19



---



##### 





We are dependent upon three mining properties.




We do not currently have and may not be able to raise the
funds necessary to explore and develop our Black Fox and Huizopa
properties and our other properties.




Most of our assets are pledged to the holders of our 12%
Series 2004-B Secured Convertible Debentures and we may not
be able to obtain financing from an asset based lender.




Possible hedging activities could expose us to losses.






20



---



##### 



We face substantial governmental regulation.


Safety.


Current Environmental Laws and Regulations.






Potential Legislation.


We are subject to environmental risks.


Environmental Liability. non-compliance


21



---



##### 





Environmental Permits.


We face strong competition from other mining companies for
the acquisition of new properties.




The titles to some of our properties may be uncertain or
defective.








22



---



##### 



We may lose rights to properties if we fail to meet payment
requirements or development or production schedules.




Our operations may be adversely affected by risks and hazards
associated with the mining industry.






You could have difficulty or be unable to enforce certain
civil liabilities on us, certain of our directors and our
experts.


Form 10-K Form 10-K,


If we cannot successfully operate our production properties
or raise additional funds to finance our Black Fox Property we
may not be able to continue as a going concern.




23



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##### 



PART IV




|         |                                                                    
|-------- | -------------------------------------------------------------------
|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
    FORM 8-K

Documents filed as part of this report on
Form 10-K or
incorporated by reference:




| |                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) Our consolidated financial statements are listed on the
    Index to Financial Statements on Page
    F-1 to this report.                                                                                      
|
| | (2) Financial Statement Schedules (omitted because they are
    either not required, are not applicable, or the required
    information is disclosed in the notes to the financial
    statements or related notes).
|
| | (3) The following exhibits are filed with this report on
    Form 10-K or
    incorporated by reference.                                                                                                             

|        |   |              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------- | - | ------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |   |             
|No.     |   | Exhibit Name
|        |   |             
|        | 1 | .2           |  | Underwriting Agreement between Apollo Gold Corporation and
    Regent Mercantile Bancorp, Inc.(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 1 | .3           |  | Agency Agreement between Apollo Gold Corporation and Regent
    Mercantile Bancorp, Inc., dated November 4, 2004.(3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 1 | .4           |  | Engagement Letter between Apollo Gold Corporation and Regent
    Mercantile Bancorp, Inc. dated December 29, 2004.(4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 1 | .5           |  | Agency Agreement between Apollo Gold Corporation and Regent
    Mercantile Bancorp, Inc., dated December 31, 2004.(5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 2 | .1           |  | Merger Agreement dated as of January 31, 2002, by and among
    Nevoro Gold Corporation, Nevoro Gold USA, Inc. and Apollo Gold
    Corporation.(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 2 | .2           |  | International Pursuit Corporation and Nevoro Gold Corporation
    Arrangement Agreement dated May 13, 2002.(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 2 | .3           |  | Purchase Agreement dated May 30, 2003 by and between Exall
    Resources Limited, Glimmer Resources, Inc. and International
    Pursuit Corporation.(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 2 | .3(a)        |  | Amendment Agreement dated as of September 5, 2002, by and
    between Exall Resources Limited, Glimmer Resources, Inc. and
    Apollo Gold Corporation.(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | 3 | .1           |  | Letters Patent of the Registrant Brownlee Mines
    (1936) Limited from the Province of Ontario dated
    June 30, 1936; Certificate of Amendment of Articles of the
    Registrant effective July 20, 1972; Certificate of
    Amendment of Articles of the Registrant effective on
    November 28, 1975; Certificate of Amendment of Articles of
    the Registrant effective on August 14, 1978 (Change of name
    to J-Q Resources Inc.); Certificate of Articles of Amendment of
    the Registrant effective on July 15, 1983; Certificate of
    Articles of Amendment of the Registrant effective July 7,
    1986; Certificate of Articles of Amendment of the Registrant
    effective August 6, 1987 (Change of name to International
    Pursuit Corporation); Certificate of Articles of Arrangement of
    the Registrant effective June 25, 2002 (Change of name to
    Apollo Gold Corporation); Certificate of Continuance filed
    May 28, 2003.(6)
|        | 3 | .2           |  | By-Laws of the Registrant, as amended to date.(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 4 | .1           |  | Sample Certificate of Common Shares of the Registrant.(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        | 4 | .2           |  | Registration Rights Agreement dated September 13, 2002 by
    and among Registrant and BMO Nesbitt Burns Inc., acting on
    behalf of and for the benefit of each of the holders.(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 4 | .3           |  | Registration Rights Agreement dated December 23, 2002, by
    and among Registrant and BMO Nesbitt Burns Inc., acting on
    behalf of and for the benefit of each of the holders.(6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 4 | .4           |  | Form of Subscription Agreement dated September 26, 2003, by
    and among Registrant and certain investors.(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 4 | .5           |  | Registration Rights Agreement dated September 26, 2003, by
    and among Registrant and BMO Nesbitt Burns Inc., acting on
    behalf of and for the benefit of each of the holders.(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 4 | .6           |  | Form of Senior Indenture.(7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

24



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##### 






|        |    |              |  |                                                                                                                                                                                      
|------- | -- | ------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |             
|No.     |    | Exhibit Name
|        |    |             
|        | 4  | .7           |  | Form of Subordinated Indenture.(7)                                                                                                                                                   
|        | 4  | .8           |  | Debenture between Apollo Gold Corporation and Regent Securities
    Capital Corporation.(3)                                                                                          
|        | 4  | .9           |  | Form of Compensation Warrant.(2)                                                                                                                                                     
|        | 4  | .10          |  | Form of Subscription for Special Notes.(3)                                                                                                                                           
|        | 4  | .11          |  | Trust Indenture by and among Apollo Gold Corporation, Apollo
    Gold, Inc. and The Canada Trust Company.(3)                                                                         
|        | 4  | .12          |  | Form of Special Note.(3)                                                                                                                                                             
|        | 4  | .13          |  | Form of Subscription Agreement for Special Warrants.(3)                                                                                                                              
|        | 4  | .14          |  | Form of Special Warrants.(3)                                                                                                                                                         
|        | 4  | .15          |  | Form of Compensation Option.(3)                                                                                                                                                      
|        | 4  | .16          |  | Form of Subscription Agreement.(4)                                                                                                                                                   
|        | 4  | .17          |  | Form of Registration Rights Agreement.(4)                                                                                                                                            
|        | 10 | .1           |  | Amended and Restated Employment Agreement dated May, 2003, by
    and between Apollo Gold Corporation and R. David Russell,
    President and Chief Executive Officer.(6)            
|        | 10 | .2           |  | Amended and Restated Employment Agreement dated May, 2003, by
    and between Apollo Gold Corporation and Richard F. Nanna,
    Vice-President, Exploration.(6)                      
|        | 10 | .3           |  | Amended and Restated Employment Agreement dated May, 2003, by
    and between Apollo Gold Corporation and Donald W. Vagstad,
    Vice-President, General Counsel and Secretary.(6)   
|        | 10 | .4           |  | Amended and Restated Employment Agreement dated May, 2003, by
    and between Apollo Gold Corporation and David K. Young,
    Vice-President, Business Development.(6)               
|        | 10 | .5           |  | Apollo Gold Corporation Plan of Arrangement Stock Option
    Incentive Plan.(6)                                                                                                      
|        | 10 | .6           |  | Apollo Gold Corporation Stock Option Incentive Plan.(6)                                                                                                                              
|        | 10 | .7           |  | Form of Stock Option Agreement used for Apollo Gold Corporation
    Stock Option Incentive Plan.(6)                                                                                  
|        | 10 | .8           |  | Term Bonding Agreement dated August 1, 2002 among National
    Fire Insurance Company of Hartford, Apollo Gold Corporation,
    Apollo Gold, Inc. and Montana Tunnels Mining, Inc.(6)
|        | 10 | .9           |  | Apollo Gold, Inc. and Affiliated Companies Company Retirement
    Plan (Employee Savings Plan).(6)                                                                                   
|        | 10 | .10          |  | Installment Sales Contract between Florida Canyon Mining, Inc.
    and Caterpillar Financial Services Corporation dated
    January 9, 2002.(6)                                      
|        | 10 | .11          |  | Second Installment Sales Contract between Florida Canyon Mining,
    Inc. and Caterpillar Financial Services Corporation dated
    January 9, 2002.(6)                               
|        | 10 | .12          |  | Finance Lease between Florida Canyon Mining and Caterpillar
    Financial Services Corporation dated as of August 23,
    2002.(6)                                                   
|        | 10 | .13          |  | Form of Indemnification Agreement between Apollo Gold
    Corporation and its officers and directors.(8)                                                                             
|        | 10 | .14          |  | Form of Indemnification Agreement between Apollo Gold
    Corporation subsidiaries and their respective officers and
    directors.(8)                                               
|        | 10 | .15          |  | Employment Agreement between Apollo Gold Corporation and Melvyn
    Williams, effective as of February 16, 2004.(8)                                                                  
|        | 10 | .16          |  | Employment Agreement between Apollo Gold Corporation and Donald
    O. Miller, effective as of March 1, 2004.(8)                                                                     
|        | 10 | .17          |  | Employment Agreement between Apollo Gold Corporation and Wade
    Bristol, Vice President of United States Operations.(7)                                                            
|        | 21 | .1           |  | List of subsidiaries of the Registrant.(9)                                                                                                                                           
|        | 23 | .1           |  | Consent of Deloitte & Touche LLP(9)                                                                                                                                                  
|        | 23 | .2           |  | Consent of Mine Development Association*                                                                                                                                             




25



---



##### 



|        |    |              |  |                                                                                                                            
|------- | -- | ------------ |  | ---------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |             
|No.     |    | Exhibit Name
|        |    |             
|        | 31 | .1           |  | Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act*                            
|        | 31 | .2           |  | Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act*                            
|        | 32 | .1           |  | Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act*






| |   |                
| | - | ---------------
| | * | Filed herewith.



|    |                                                                                               
|--- | ----------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to the Registration Statement on
    Form S-1 (File No. 333-109511).
|   
|(2) | Incorporated by reference to the Current Report on Form 8-K
    filed October 25, 2004.       
|   
|(3) | Incorporated by reference to the Current Report on Form 8-K
    filed on November 9, 2004.    
|   
|(4) | Incorporated by reference to the Current Report on Form 8-K
    filed on January 5, 2005.     
|   
|(5) | Incorporated by reference to the Current Report on Form 8-K
    filed on January 6, 2005.     
|   
|(6) | Incorporated by reference to the Registration Statement on
    Form 10 (File No. 001-31593).  
|   
|(7) | Incorporated by reference to the Registration Statement on
    Form S-3 (File No. 333-119198).
|   
|(8) | Incorporated by reference to the Current Report on Form 8-K
    filed on September 24, 2004.  
|   
|   
|(9) | Filed with the Annual Report on Form 10-K filed
    March 16, 2005                            
|   

26



---



##### 



SIGNATURES












| |                        
| | -----------------------
| | APOLLO GOLD CORPORATION



| |     |                     
| | --- | --------------------
| | By: | /s/ R. DAVID RUSSELL

| |                                      
| | -------------------------------------
| |                                      
| | R. David Russell                     
| | President and Chief Executive Officer

27



---



##### 



INDEX TO EXHIBITS





|        |    |              |  |                                                                                                                           
|------- | -- | ------------ |  | --------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |             
|No.     |    | Exhibit Name
|        |    |             
|        | 23 | .2           |  | Consent of Mine Development Associates                                                                                    
|        | 31 | .1           |  | Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act                            
|        | 31 | .2           |  | Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act                            
|        | 32 | .1           |  | Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act