UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A


                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                        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           (I.R.S. Employer Identification No.)
  incorporation or organization)

                          4601 DTC Boulevard, Suite 750
                           Denver, Colorado 80237-2571
           (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 Stock, no par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X]  No [_]

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [_]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes [_]  No [X]

As of March 15, 2004, the approximate aggregate market value of voting stock
held by non-affiliates of the registrant was $147,811,000 (based upon the
closing price for shares of the registrant's common stock as reported by the
American Stock Exchange on that date). Shares of common stock held by each
officer, director, and holder of 5% or more of the outstanding common stock have
been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.

As of March 15, 2004, the registrant had 75,031,198 shares of common stock, no
par value per share, outstanding.


<PAGE>


Apollo Gold Corporation (the "Registrant") is amending Item 8 of its Annual
Report on Form 10-K for the year ended December 31, 2003 to include the
signature of its independent auditors to the Independent Auditors Report. The
signature was included in the Independent Auditors Report provided to the
Registrant, but was inadvertently omitted from the Registrant's previous filing
of the Form 10-K as originally filed on EDGAR. Item 8 is included in its
entirety, but no other changes have been made to Item 8.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Apollo Gold Corporation

Independent Auditors Reports                                               F-2

Consolidated Balance Sheets at December 31, 2003 and December 31, 2002     F-3

Consolidated Statements of Operations and Deficit for the years ended
December 31, 2003, 2002 and 2001                                           F-4

Consolidated Statements of Cash Flows for the years ended
December 31, 2003, 2002 and 2001                                           F-5

Notes to the Consolidated Financial Statement                              F-6


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Shareholders of Apollo Gold Corporation

We have audited the consolidated balance sheets of Apollo Gold Corporation as at
December 31, 2003 and 2002 and the consolidated statements of operations and
deficit and cash flows for each of the years in the three-year period ended
December 31, 2003. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in connection with Canadian generally accepted auditing
standards and auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. As audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2003
and 2002 and the results of its operations and cash flows for each of the years
in the three-year period ended December 31, 2003 in accordance with Canadian
generally accepted accounting principles.

/s/ Deloitte & Touche LLP
Chartered Accountants
Vancouver, British Columbia
March 5, 2004

================================================================================
                                                                             F-2


<PAGE>


APOLLO  GOLD  CORPORATION
CONSOLIDATED  BALANCE  SHEETS
(IN  THOUSANDS  OF  UNITED  STATES  DOLLARS)
================================================================

                                                December 31,
                                            --------------------
                                              2003       2002
                                            ---------  ---------

ASSETS
CURRENT
  Cash and cash equivalents                 $ 25,851   $  8,426
  Short-term investments                       5,855          -
  Accounts receivable                          4,647      3,228
  Prepaids                                       552        532
  Broken ore on leach pad                      9,594      9,098
  Inventories (Note 4)                         2,839      2,926
----------------------------------------------------------------
                                              49,338     24,210
BROKEN ORE ON LEACH PAD - LONG-TERM            1,827      1,605
PROPERTY, PLANT AND EQUIPMENT (Note 5)        38,519     30,375
DEFERRED STRIPPING COSTS                      24,033     16,998
RESTRICTED CERTIFICATE OF DEPOSIT (Note 6)     6,893      5,302
----------------------------------------------------------------
                                            $120,610   $ 78,490
================================================================

LIABILITIES

CURRENT
  Accounts payable                          $  5,848   $  4,935
  Accrued liabilities                          2,781      1,961
  Notes payable (Note 7)                       4,117      3,114
  Property and mining taxes payable            1,080        911
----------------------------------------------------------------
                                              13,826     10,921
NOTES PAYABLE (Note 7)                         3,275      5,247
ACCRUED SITE CLOSURE COSTS (Note 9)           21,619     20,508
----------------------------------------------------------------
                                              38,720     36,676
----------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (Note 13)
SHAREHOLDERS' EQUITY
Share capital (Note 10)                      120,624     72,206
Issuable common shares (Note 10)                 231        231
Special warrants (Note 10)                         -      6,305
Contributed surplus (Note 10)                  7,172      7,023
Deficit                                      (46,137)   (43,951)
----------------------------------------------------------------
                                              81,890     41,814
----------------------------------------------------------------
                                            $120,610   $ 78,490
================================================================

APPROVED ON BEHALF OF THE BOARD

----------------------------------
G.W. Thompson, Director


----------------------------------
Robert Watts, Director

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

================================================================================
                                                                             F-3


<PAGE>


APOLLO GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT FOR SHARE AMOUNTS)
===============================================================================

                                                  Year ended December 31,
                                          -------------------------------------
                                              2003          2002        2001
                                          ------------  ------------  ---------

REVENUE
  Revenue from sale of minerals           $    66,841   $    20,410   $      -
-------------------------------------------------------------------------------

OPERATING EXPENSES
  Direct operating costs                       55,684        15,726          -
  Depreciation and amortization                 4,997         3,488          -
  General and administrative expenses           4,651         2,286        439
  Share-based compensation                        376           615          -
  Accretion expense                             1,280           771          -
  Royalty expenses                                898           508          -
  Exploration and business development          2,117           451         94
-------------------------------------------------------------------------------
                                               70,003        23,845        533
-------------------------------------------------------------------------------
OPERATING LOSS                                 (3,162)       (3,435)      (533)
OTHER INCOME (EXPENSES)
  Gain on sale of marketable securities             -             -         73
  Interest income                                 213            76          6
  Interest expense                               (544)         (991)         -
  Foreign exchange gain and other               1,307         1,299          -
-------------------------------------------------------------------------------
NET LOSS FOR THE YEAR                          (2,186)       (3,051)      (454)
DEFICIT, BEGINNING OF YEAR                    (43,951)      (40,900)   (40,446)
-------------------------------------------------------------------------------
DEFICIT, END OF YEAR                      $   (46,137)  $   (43,951)  $(40,900)
===============================================================================

NET LOSS PER SHARE, BASIC
  AND DILUTED                             $     (0.04)  $     (0.16)  $  (0.54)
===============================================================================

WEIGHTED-AVERAGE NUMBER OF
  SHARES OUTSTANDING                       54,536,679    19,297,668    834,124
===============================================================================


  The accompanying notes are an integral part of these consolidated financial
                                  statements.


================================================================================
                                                                             F-4


<PAGE>


<TABLE>
<CAPTION>
APOLLO  GOLD  CORPORATION
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(IN THOUSANDS OF UNITED STATES DOLLARS)
================================================================================================

                                                                       Year ended December 31,
                                                                    ----------------------------
                                                                      2003       2002      2001
                                                                    ---------  ---------  ------

<S>                                                                 <C>        <C>        <C>
OPERATING ACTIVITIES
  Net loss for the year                                             $ (2,186)  $ (3,051)  $(454)
  Items not affecting cash:
    Depreciation and amortization                                      4,997      3,488       -
    Amortization of deferred stripping                                 1,699          -       -
    Share-based compensation                                             376        615       -
    Accretion expense                                                  1,280        771       -
    Gain on sale of property, plant and equipment                       (339)         -       -
    Gain on sale of marketable securities                                  -          -     (73)
    Other                                                                (56)         -       -
  Net change in non-cash operating working capital items (Note 15)      (168)    (1,206)    (33)
------------------------------------------------------------------------------------------------
                                                                       5,603        617    (560)
------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Property, plant and equipment expenditures                         (11,507)    (2,932)      -
  Deferred stripping costs                                            (8,734)   (12,129)      -
  Short-term investments                                              (5,855)         -       -
  Acquisition of Nevoro (Note 3 (a))                                       -    (11,061)      -
  Black Fox acquisition (Note 3 (b))                                       -     (2,028)      -
  Proceeds from disposal of property, plant and equipment                339          -       -
  Restricted Certificate of Deposit                                   (1,591)    (1,569)      -
  Proceeds on repayment of promissory note                                 -          -     245
  Proceeds on sale of marketable securities                                -          -     192
------------------------------------------------------------------------------------------------
                                                                     (27,348)   (29,719)    437
------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Proceeds on issuance of shares                                      37,702          -       -
  Proceeds from exercise of warrants and options                       3,937          -       -
  Proceeds from notes payable                                          1,259      1,790       -
  Payments of notes payable                                           (3,728)    (2,602)      -
  Issuance of special warrants                                             -     14,611       -
  Issuance of flow-through common shares                                   -      2,875       -
  Proceeds on issuance of convertible debentures, net                      -     20,772       -
------------------------------------------------------------------------------------------------
                                                                      39,170     37,446       -
------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH                                       17,425      8,344    (123)
CASH AND CASH EQUIVALENTS,
  BEGINNING OF YEAR                                                    8,426         82     205
------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,
  END OF YEAR                                                       $ 25,851   $  8,426   $  82
================================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION

Interest paid                                                       $    544   $    991   $   -
================================================================================================
Income taxes paid                                                   $      -   $      -   $   -
================================================================================================
</TABLE>

During the year ended December 31, 2003, the Company issued 61,500 shares to
acquire certain parcels of land located in Nevada. Share capital and property,
plant and equipment both increased by $134 as a result of this transaction.

During the years ended December 31, 2003, 2002 and 2001, property, plant and
equipment totaling $1,500, $1,550 and $Nil, respectively, was acquired under
capital lease obligations.


  The accompanying notes are an integral part of these consolidated financial
                                  statements.


================================================================================
                                                                             F-5


<PAGE>


APOLLO GOLD CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2003, 2002 AND 2001
(IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT PER SHARE AMOUNTS)
================================================================================

1.   NATURE OF OPERATIONS

     On June 25, 2002, pursuant to a statutory Plan of Arrangement, Apollo Gold
     Corporation ("Apollo" or the "Company") acquired the business of Nevoro
     Gold Corporation ("Nevoro"). This acquisition has been accounted for using
     the purchase method of accounting.

     Apollo, through its acquisition of Nevoro, is engaged in gold mining
     including extraction, processing and refining and the production of other
     by-product metals, as well as related activities including exploration and
     development. The Company currently owns and has rights to operate the
     following facilities: the Florida Canyon Mine through Florida Canyon
     Mining, Inc. ("FCMI") located in the State of Nevada, Montana Tunnels Mine
     through Montana Tunnels Mining, Inc. ("MTMI") located in the State of
     Montana and Diamond Hill Mine also located in the State of Montana.

     The Florida Canyon Mine is an open pit, heap leach operation located near
     Winnemucca, Nevada, producing gold and silver. The Florida Canyon Mine is
     currently operating at its designed capacity (approximately 110,000 gold
     ounces per year). The Montana Tunnels Mine is an open pit mine and mill,
     located near Helena, Montana, producing ore and lead-gold and zinc-gold
     concentrates. The Montana Tunnels Mine recommenced commercial production in
     April 2003. Diamond Hill Mine, also located near Helena, Montana, is
     currently under care and maintenance.

     Apollo has one development property and four exploration properties,
     Standard Mine, Pirate Gold, Nugget Field, Willow Creek, and Buffalo Canyon
     each located near the Florida Canyon Mine.

     Apollo also purchased the Black Fox Project (former Glimmer Mine) which is
     located in the Province of Ontario near the Township of Mattheson in
     September of 2002. The Project is now considered a development property.

     Prior to the acquisition of Nevoro, the Company had interests in
     exploration projects in Indonesia and the Philippines. In December 2001,
     the Company executed an agreement with Hinoba Holdings Limited ("HL")
     whereby HL was granted an option to acquire all of the rights to the
     Company's Philippines project. HL defaulted on this agreement and the
     Company has discontinued pursuing its interest in the Philippines and
     Indonesia projects and is no longer financing the subsidiaries that own the
     underlying title to the properties. During 2003, the Company sold its
     interest in the Philippines and Indonesia projects for $166.


================================================================================
                                                                             F-6


<PAGE>


2.   SIGNIFICANT ACCOUNTING POLICIES

     The consolidated financial statements of Apollo are prepared by management
     in accordance with Canadian generally accepted accounting principles
     ("Canadian GAAP") and except as described in Note 18, conform in all
     material respects with accounting principles generally accepted in the
     United States ("U.S. GAAP") . The principal accounting policies followed by
     the Company, which have been consistently applied, are summarized as
     follows:

     (a)  Principles of consolidation

          The consolidated financial statements include the accounts of Apollo
          and its wholly-owned subsidiaries. All intercompany transactions and
          balances have been eliminated upon consolidation.

     (b)  Use of estimates

          The preparation of financial statements in conformity with Canadian
          GAAP requires the Company's management to make estimates and
          assumptions that affect the reported amounts of assets and liabilities
          and disclosure of contingent assets and liabilities at the date of the
          consolidated financial statements. Significant estimates used herein
          include those relating to gold and other metal prices, recoverable
          proven and probable reserves, available resources, available operating
          capital and required reclamation costs. These estimates each affect
          management's evaluation of asset impairment and the recorded balances
          of broken ore on leach pad, property, plant and equipment, deferred
          stripping costs, reclamation, site closure and remediation
          obligations, and the future tax asset valuation allowance. It is
          reasonably possible that actual results could differ in the near term
          from those and other estimates used in preparing these financial
          statements and such differences could be material.

     (c)  Foreign currency translation

          With the acquisition of Nevoro, virtually all of the Company's assets
          and liabilities, and revenues and expenses, are denominated in United
          States (U.S.) dollars. Accordingly, effective June 25, 2002, the
          Company changed its measurement currency to U.S. dollars from Canadian
          dollars.

          Effective December 31, 2003, the Company changed its reporting
          currency from Canadian dollars to U.S. dollars, the measurement
          currency. The change in reporting currency was made in order to report
          the Company's financial position and results of operations in the
          currency of measurement following the Company's listing on the AMEX
          Exchange in the United States. Historical results have been restated
          to the measurement currency. Previously, for purposes of financial
          reporting, the Company's financial statements were converted from U.S.
          dollars, the measurement currency, to the Canadian dollar, the
          reporting currency, using the current rate method.


================================================================================
                                                                             F-7


<PAGE>


2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     (c)  Foreign currency translation (continued)

          Prior to June 25, 2002, foreign currency denominated monetary assets
          and liabilities had been translated into Canadian dollars at the rate
          of exchange prevailing at the balance sheet date with any
          corresponding gains or losses being recognized in the statement of
          loss. Foreign currency revenues and expenses had been translated at
          the rates prevailing on the transaction date.

     (d)  Cash and cash equivalents

          Cash and cash equivalents are comprised of cash, term deposits and
          treasury bills. The original maturity dates of term deposits and
          treasury bills is not in excess of 90 days.

     (e)  Short-term investments

          Short-term investments are comprised of term deposits with maturity
          dates of greater than 90 days and less than one year from date of
          acquisition.

     (f)  Broken ore on leach pads

          Broken ore on leach pad comprises gold in process in heap leach pads
          and in stockpiles that are valued at the lower of average production
          cost and net realizable value. Based on current production estimates,
          the gold contained within the heap leach pad is recoverable over a
          period in excess of twelve months. The cost of gold in process and
          final products is comprised of costs of mining the ore and hauling it
          to the mill, costs of processing the ore and an attributable amount of
          mining and production overheads relating to deferred mineral property
          and development costs. Units of gold on the leach pad are based on the
          amount of ore introduced into production, expected recovery and assay
          results.

          Direct production costs associated with ore on the heap leach pads are
          deferred and amortized as the contained gold is recovered. Based upon
          actual metal recoveries, the Company periodically evaluates and
          refines estimates used in determining the amortization and carrying
          value of deferred mining costs associated with ore under leach.

     (g)  Inventories

          Metals inventories are stated at the lower of cost and net realizable
          value determined by using the first-in, first-out method. Materials
          and supplies at the mine sites are valued at the lower of direct cost
          of acquisition and replacement cost.


================================================================================
                                                                             F-8


<PAGE>


2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     (h)  Property, plant and equipment

          Mine development costs are capitalized after proven and probable
          reserves have been identified. Amortization is calculated using the
          units-of-production method over the expected life of the operation
          based on the estimated recoverable gold equivalent ounces or value of
          metals over proven and probable reserves and a portion of resources
          expected to be converted to reserves based on past results.

          Buildings and equipment are recorded at acquisition cost and amortized
          over the remaining reserves of the mine site on a units-of-production
          basis. Equipment that is mobile is amortized on a straight-line basis
          over the estimated useful life of the equipment of five to ten years.
          Costs relating to repair and maintenance costs are expensed as
          incurred.

          Financing and acquisition costs including interest and fees are
          capitalized on the basis of expenditures incurred for the acquisition
          of assets and mineralized properties and related development
          activities. Capitalization ceases when the asset or property is
          substantially complete and ready to produce at commercial rates.

     (i)  Mineral rights

          Mineral rights include the cost of obtaining patented United States of
          America mining claims and the cost of acquisition of properties.
          Significant payments related to the acquisition of land and mineral
          rights are capitalized. If a mineable ore body is discovered, such
          costs are amortized when production begins using the
          units-of-production method based on proven and probable reserves. If
          no mineable ore body is discovered or such rights are otherwise
          determined to have no value, such costs are expensed in the period in
          which it is determined the property has no future economic value.


================================================================================
                                                                             F-9


<PAGE>


2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     (j)  Deferred stripping costs

          Mining costs associated with open-pit deposits that have diverse ore
          grades and waste-to-ore ton ratios are deferred and amortized over the
          mine life. These mining costs arise from the removal of waste rock
          commonly referred to as "deferred stripping costs". Amortization of
          amounts deferred is based on a ratio, calculated as estimated total
          waste mining costs divided by the current proven and probable reserves
          and mineral resources expected to be converted into mineral reserves.
          This ratio is used to calculate the current period production cost
          charged against earnings by multiplying the ratio times the reserves
          mined during the period. Amortization of deferred stripping costs is
          included within direct operating costs in our statement of operations.
          This accounting method results in the smoothing of these costs over
          the life of the mine, rather than expensing them as incurred. The full
          amount of deferred stripping costs may not be expensed until the end
          of the life of the mine. Some mining companies expense these costs as
          incurred, which may result in the reporting of greater volatility in
          period to period results of operations. Deferred stripping costs are
          included with related mining property, plant and equipment for
          impairment testing purposes.

     (k)  Exploration expenditures

          Exploration expenditures are expensed as incurred during the reporting
          period.

     (l)  Property evaluations

          The Company evaluates the carrying amounts of its mining properties
          and related buildings, plant and equipment when events or changes in
          circumstances indicate that the carrying amount may not be
          recoverable. If the Company has reason to believe that an impairment
          may exist, estimated future undiscounted cash flows are prepared using
          estimated recoverable ounces of gold (considering current proven and
          probable reserves and mineral resources expected to be converted into
          mineral reserves) and corresponding by-product credits along with
          estimated future metals prices and estimated operating and capital
          costs. The inclusion of mineral resources is based on various
          circumstances, including but not limited to the existence and nature
          of known mineralization, location of the property, results of recent
          drilling and analysis to demonstrate the ore is commercially
          recoverable. The future cash flows cover the known ore reserve at the
          time. If the future undiscounted cash flows are less than the carrying
          value of the assets, the assets will be written down to fair value and
          the write-off charged to earnings in the current period.


================================================================================
                                                                            F-10


<PAGE>


2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     (m)  Reclamation and closure costs

          The Company, as part of the purchase accounting for the acquisition of
          Nevoro, has recorded the present value of estimated future asset
          retirement obligation and reclamation with a corresponding increase to
          the carrying amount of the related asset. The carrying value will be
          amortized over the life of the related assets on a unit-of-production
          basis and the related liabilities are accreted to the original present
          value estimate.

          The present value of the reclamation liabilities may be subject to
          change based on management's current estimates, changes in remediation
          technology or changes to the applicable laws and regulations by
          regulatory authorities, which affects the ultimate cost of remediation
          and reclamation.

     (n)  Revenue recognition

          Revenue from the sale of gold and by-products is recognized when the
          following conditions are met: persuasive evidence of an arrangement
          exists; delivery has occurred in accordance with the terms of the
          arrangement; the price is fixed or determinable and collectability is
          reasonably assured. Revenue for gold bullion is recognized at the time
          of delivery and transfer of title to counter-parties. Revenue for lead
          and zinc concentrates is determined by contract as legal title to the
          concentrate transfers and includes provisional pricing arrangements
          accounted for as an embedded derivative instrument under SFAS No. 133,
          "Accounting for Derivative Instruments and Hedging Activities" as
          amended.

     (o)  Commodity contracts

          The Company enters into hedging contracts for gold involving the use
          of combinations of put and call options. These options have common
          notional amounts and maturity dates and are designated in combination
          as hedges of future gold sales on the basis that they generate
          offsetting cash flows. No premium has been received with respect to
          these options.

          Providing that the criteria for an effective hedge are met, gains and
          losses on the contracts are deferred and recognized in revenue at the
          time of the sale of the designated future gold production.


================================================================================
                                                                            F-11


<PAGE>


2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     (p)  Stock incentive plans

          The Company does not record stock options issued to employees as
          compensation expense and discloses pro forma information on the fair
          value of stock compensation issued during the period in the notes to
          the financial statements. This method is acceptable under existing
          CICA guidelines for stock based compensation and other stock based
          payments for the year ended December 31, 2003.

          Handbook Section 3870, however, does require additional disclosures
          for options granted to employees, including disclosure of pro forma
          earnings and pro forma earnings per share as if the fair value based
          accounting method had been used to account for employee stock options
          (see Note 10 (g)).

          Beginning in the first quarter of 2004, the Company will expense stock
          options in the financial statements as a component of compensation
          expense in accordance with new recommendations of the CICA with
          respect to stock based compensation which will come into effect for
          the Company on January 1, 2004. Under this new standard, direct awards
          of stock granted to employees are recorded at fair value on the date
          of grant and the associated expense is amortized over the vesting
          period.

     (q)  Income taxes

          The Company accounts for income taxes whereby future income tax assets
          and liabilities are computed based on differences between the carrying
          amount of assets and liabilities on the balance sheet and their
          corresponding tax values using the enacted income tax rates at each
          balance sheet date. Future income tax assets also result from unused
          loss carryforwards and other deductions. The valuation of future
          income tax assets is reviewed annually and adjusted, if necessary, by
          use of a valuation allowance to reflect the estimated realizable
          amount. Although the Company has tax loss carryforwards (see Note 11),
          there is uncertainty as to utilization prior to their expiry.
          Accordingly, the future income tax asset amounts have been fully
          offset by an uncertainty provision.

     (r)  Loss per share

          The basic loss per share is computed by dividing the net loss by the
          weighted average number of common shares outstanding during the year.
          The fully diluted loss per share reflects the potential dilution of
          common share equivalents, such as outstanding stock options and share
          purchase warrants, in the weighted average number of common shares
          outstanding during the year, if dilutive. For this purpose, the
          "treasury stock method" is used for the assumed proceeds upon the
          exercise of stock options and warrants that are used to purchase
          common shares at the average market price during the year.


================================================================================
                                                                            F-12


<PAGE>


2.   SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     (s)  Comparative figures

          Certain of the prior year's figures have been reclassified to conform
          to the current year's presentation.


3.   ACQUISITION

     (a)  Plan of arrangement

          The Company acquired Nevoro as of June 25 2002. In order to finance
          the acquisition and continuing operations of Nevoro, the Company
          completed a private placement financing of $20,772, net of issue
          expenses. The private placement was in the form of non-interest
          bearing convertible secured debentures. The debentures were converted
          into common shares and warrants of the Company upon completion of the
          Plan of Arrangement as described in Note 10.


================================================================================
                                                                            F-13


<PAGE>


3.   ACQUISITION (CONTINUED)

     (a)  Plan of arrangement (continued)

          A summary of the allocation of the purchase price to the Nevoro assets
          acquired, less liabilities assumed, at fair value on June 25, 2002 is
          as follows:

          ASSETS, at fair value
            Accounts receivable                $ 1,512
            Prepaid expenses                       155
            Broken ore on leach pad             10,587
            Inventories                          2,667
          --------------------------------------------
                                                14,921
          --------------------------------------------

            Broken on leach pad - long-term      1,868
            Property, plant and equipment       29,272
            Restricted certificate of deposit    3,733
          --------------------------------------------
                                                34,873
          --------------------------------------------
                                                49,794
          --------------------------------------------

          LIABILITIES, at fair value
            Accounts payable and accruals        7,329
            Notes payable                        1,767
            Property and mining taxes payable      975
          --------------------------------------------
                                                10,071
          --------------------------------------------

          Notes payable                          5,437
          Accrued site closure costs            20,876
          --------------------------------------------
                                                26,313
          --------------------------------------------
                                                36,384
          --------------------------------------------
          NET ASSETS OF NEVORO ACQUIRED        $13,410
          ============================================

          CONSIDERATION
            Cash                               $11,061
            Shares                               2,349
          --------------------------------------------
          TOTAL CONSIDERATION PAID             $13,410
          ============================================


================================================================================
                                                                            F-14


<PAGE>


3.   ACQUISITION (CONTINUED)

     (a)  Plan of arrangement (continued)

          Apollo issued 1,970,000 shares (Note 10) valued at $2,349 to the
          former shareholders of Nevoro as part consideration for the
          acquisition of all of the outstanding shares of Nevoro. The value of
          the shares issued was determined based on the average market price of
          common shares over the two-day period before and after the terms of
          the acquisition were agreed to and announced, less imputed share
          issuance costs of $126.

          In addition, certain key employees, officers and directors are
          eligible to receive up to an aggregate of 2,780,412 options of the
          Company. Each option will be exercisable for a period of five years
          from the effective date and entitle the holder to acquire one share at
          an exercise price of $0.80 per share. In fiscal 2002, following the
          completion of the Plan of Arrangement, one-half of the options vested
          based upon satisfying the established performance criteria. The
          balance of the options vest based upon satisfying the established
          fiscal 2003 performance criteria. These new unvested options were not
          included as part of the purchase consideration but have been accounted
          for in accordance with the Company's accounting policy for employee
          stock options as outlined in Note 2.

          The statement of earnings of Apollo for the year ended December 31,
          2002 includes the earnings of Nevoro for the period from June 25,
          2002.

     (b)  Purchase of Black Fox property

          In September of 2002, Apollo completed a transaction ("Glimmer
          Transaction") to purchase the Glimmer property near the city of
          Timmins in the Province of Ontario. The Glimmer Transaction included
          purchase price consideration of $2,028 cash and 2,080,000 Apollo
          shares valued at $2,949. The total cost of the property is included in
          property, plant and equipment. If the old Glimmer mine is developed
          and reaches commercial production, an additional $2,322 (Cdn.$3,000)
          is due to the vendors to purchase the property free and clear of all
          encumbrances. The additional consideration will be recorded when it is
          more likely than not that it will be payable.

          Subsequent to the acquisition, management commenced a new exploration
          project on adjacent targets under the name "Black Fox". In the third
          quarter of 2003, following the delineation of proven and probable
          reserves, Black Fox was reclassified as an advanced development
          project whereby costs associated with the project will be capitalized
          until commercial production is reached.


================================================================================
                                                                            F-15


<PAGE>


4.   INVENTORIES

     Inventories  consists  of:

                               2003    2002
                             ------  ------

     Concentrate inventory   $   98  $    -
     Dore inventory              56       -
     Materials and supplies   2,685   2,926
     --------------------------------------
                             $2,839  $2,926
     ======================================


5.   PROPERTY, PLANT AND EQUIPMENT

     The components of property, plant and equipment at December 31 are as
     follows:

                                                   2003                  2002
                                      -------------------------------  --------
                                               Accumulated   Net Book  Net Book
                                       Cost    Depreciation    Value    Value
                                      -------  -------------  -------  --------
     Mine assets
       Building, plant and equipment  $13,712  $       3,069  $10,643  $ 7,293
       Mining properties and
         development costs             25,740          5,328   20,412   15,963
     --------------------------------------------------------------------------
                                       39,452          8,397   31,055   23,256
       Mineral rights                   7,464              -    7,464    7,119
     --------------------------------------------------------------------------
     Total property, plant and
       equipment                      $46,916  $       8,397  $38,519  $30,375
     ==========================================================================

     Included in building, plant and equipment are assets held under capital
     leases which had cost of $3,190 and $792, and accumulated depreciation of
     $1,592 and $133, respectively, as at December 31, 2003 and 2002.


================================================================================
                                                                            F-16


<PAGE>


6.   RESTRICTED CERTIFICATE OF DEPOSIT

     The restricted certificate of deposit represents cash that has been placed
     in trust as security to the State of Montana and the State of Nevada
     relating to the Company's site closure obligations (see Note 9).

     The Company has entered into an agreement with CNA, an insurer, to complete
     the bonding requirements at MTMI. CNA committed to an approximate $15,000
     15-year term bonding facility which is not cancelable, unless MTMI fails to
     meet its requirements under the arrangement. The agreement obligates MTMI
     to make payments of approximately $75 monthly until the balance in the
     trust account is equal to the penal sum of the CNA bond. At December 31,
     2003, the restricted certificate of deposit for bonding requirements at
     MTMI is $2,663 (2002 - $1,557).

     At the Florida Canyon Mine the restricted certificate of deposit for
     bonding requirements at December 31, 2003 is $3,700 (2002 - $3,538). This
     covers areas excluded from the coverage of the SAFECO bond (Note 9). The
     Company also has other amounts on deposit with respect to its other
     projects.


7.   NOTES PAYABLE

     The notes payable are secured by a fixed charge on certain machinery and
     equipment and bear interest at various rates between 3.615% and 7.5%, and
     are repayable as follows:

                       2004                         $ 4,117
                       2005                           2,650
                       2006                             625
                       -------------------------------------
                       Total notes payable            7,392
                       Less current portion          (4,117)
                       -------------------------------------
                       Total long-term obligations  $ 3,275
                       =====================================


8.   EMPLOYEE BENEFIT PLAN

     The Company maintains a defined contribution 401(K) plan for all US
     employees. Employees have the right to invest up to 25% of their respective
     earnings up to the statutory limits. The Company will match 100% of the
     first 6% invested. The vesting schedule is two years. All US employees are
     eligible to participate on the first of the month after their date of hire.

     The amounts charged to earnings for the Company's defined contribution plan
     totaled $590, $522 and $Nil for the years ended December 31, 2003, 2002 and
     2001, respectively.

     The Company maintains medical and life insurance benefits only for all
     active employees.


================================================================================
                                                                            F-17


<PAGE>


9.   ACCRUED SITE CLOSURE COSTS

     All of the Company's operations are subject to reclamation and closure
     requirements. Although the ultimate amount of site restoration costs is
     uncertain, on a regular basis, the Company monitors these costs and
     together with third party engineers prepares internal estimates to evaluate
     their bonding requirements. The estimates prepared by management are then
     reconciled with the requirements of the State and Federal officials.

     At December 31, 2003, the accrued site closure liability amounted to
     $21,619 (2002 - $20,508). This liability is based on the most recently
     prepared third party engineer reports, together with management's estimate
     of the Company's severance obligation upon closure of the related facility.
     The liability is covered by a combination of both surety bonds as well as a
     restricted certificate of deposit which in aggregate are valued at
     approximately $38,729.

     In view of the uncertainties concerning future removal and site restoration
     costs, as well as the applicable laws and legislations, the ultimate costs
     to the Company could differ materially from the amounts estimated by
     management. Future changes, if any, due to their nature and
     unpredictability, could have a material impact and would be reflected
     prospectively, as a change in accounting estimate.

     One of the Company's sureties, SAFECO Insurance Company of America
     ("SAFECO"), has sent notice to the regulatory authorities to cancel one of
     the bonds currently valued at $16,936. Through litigation, the surety
     instrument is still in place under full force and effect. This legal
     decision was challenged by SAFECO and during 2003 the original judgment was
     affirmed by the Court of Appeals. SAFECO did not take any further appeal
     within the time permitted for appeals and the favorable judgment has become
     final.

     The following table summarizes the effect to the Company's accrued site
     closure costs:

     Balance, December 31, 2001                                     $     -
     Additions during the year upon acquisition of Nevoro (Note 3)   20,876
     Accretion                                                          771
     Expenditures                                                    (1,139)
     -----------------------------------------------------------------------
     Balance, December 31, 2002                                      20,508
     Accretion                                                        1,280
     Expenditures                                                      (169)
     -----------------------------------------------------------------------
     Balance, December 31, 2003                                     $21,619
     =======================================================================

     The Company has estimated that the total obligations associated with the
     retirement of the Florida Canyon and Montana Tunnels mines at December 31,
     2003 is $32,140. The $21,619 fair value of these obligations is determined
     using a 7.5% credit adjusted risk-free discount rate and expected payment
     of obligations over fifteen years.


================================================================================
                                                                            F-18


<PAGE>


10.  SHARE CAPITAL

     (a)  Authorized

          Unlimited  number  of  common  shares  with  no  par  value

     (b)  Issued and outstanding


<TABLE>
<CAPTION>
                                                                  Contributed    Special
                                             Shares      Amount     Surplus      Warrants
                                           -----------  --------  ------------  ----------
<S>                                         <C>         <C>       <C>           <C>
Balance, December 31, 2000 and 2001            834,124  $ 41,186  $       177   $       -
Conversion of debentures (Note 10 (d)(i))   28,750,000    16,623        4,149           -
Issuance of shares on Nevoro
  acquisition (Note 3 (a))                   1,970,000     2,349            -           -
Black Fox purchase (Note 3 (b))              2,080,000     2,949            -           -
Conversion of special warrants
  private placement issued
  September 13, 2002 (Note 10 (d)(ii))       4,963,000     6,224            -           -
Flow-through common shares
  (Note 10 (d)(iii))                         1,593,750     2,875            -           -
Share compensation                                   -         -          615           -
Special warrants private placement
  issued December 23, 2002
  (Note 10 (d)(iv))                                  -         -        2,082       6,305
------------------------------------------------------------------------------------------
Balance, December 31, 2002                  40,190,874    72,206        7,023       6,305
Shares issued for cash (Note 10 (c))        24,432,300    37,314          388           -
Conversion of special warrants               6,000,000     6,305            -      (6,305)
Warrants exercised                           2,381,500     3,810            -           -
Options exercised                              158,616       127            -           -
Nevoro acquisition, senior executive
  share compensation                                 -         -          376           -
Shares issued to supplier                       50,000       113            -           -
Shares issued for land                          61,500       134            -           -
Fiscal 2002 stock-based compensation
  issued in 2003                               265,000       615         (615)          -
------------------------------------------------------------------------------------------
Balance, December 31, 2003                  73,539,790  $120,624  $     7,172   $       -
==========================================================================================
</TABLE>


================================================================================
                                                                            F-19


<PAGE>


10.  SHARE CAPITAL (CONTINUED)

     (c)  Shares issued in 2003

          On September 26, 2003, the Company issued 22,300,000 shares for
          proceeds of $37,169, net of agent's commissions of $2,230, expenses of
          $679 and fair value of agent's options of $353.

          On October 27, 2003, the agents exercised their over-allotment option
          and the Company issued a further 2,132,300 shares for proceeds of
          $3,662, net of expenses of $220 and fair value of agent's options of
          $35. The Company granted the agents 732,969 agent's options with an
          exercise price of $1.67 (Cdn.$2.25) per option in connection with this
          issuance. These agent's options expire in two years and vest
          immediately. Using the fair value based method for stock-based
          compensation, share issuance costs of approximately $388 were
          recognized. This amount was determined using an option pricing model
          assuming no dividends were paid, a volatility of the Company's share
          price of 53%, an expected life of the options of two years, and annual
          risk-free rate of 3.50%.

     (d)  Shares issued in 2002

          (i)  In 2002, the Company completed a private placement financing of
               $20,772, net of issue costs in the form of non-interest bearing
               convertible secured debentures, in order to finance the
               acquisition of Nevoro. Upon completion of the Plan of
               Arrangement, the debentures were converted into 28,750,000 common
               shares and 7,187,500 warrants of the Company. In addition, the
               underwriters were granted 718,750 warrants as additional
               compensation in connection with the issuance of the convertible
               debentures. Each warrant entitles the holder to acquire one share
               at a price of $1.60 per share until March 21, 2004. An amount of
               $4,149 was allocated to both sets of warrants and was presented
               as contributed surplus.

          (ii) On September 13, 2002 the Company issued 4,963,000 special
               warrants convertible to common shares to raise an additional
               $6,889, net of share issue expenses of $665. The warrants were
               subsequently converted into common shares.

         (iii) On November 21, 2002, under a private placement financing, the
               Company issued 1,500,000 flow-through common shares as defined in
               subsection 66(15) of the Income Tax Act (Canada). The aggregate
               proceeds amounted to $2,875. The Company issued 93,750 additional
               common shares from treasury, with an assigned value of $165, as
               consideration to the underwriter in connection with this
               transaction.


================================================================================
                                                                            F-20


<PAGE>


10.  SHARE CAPITAL (CONTINUED)

     (d)  Shares issued in 2002 (continued)

          (iv) On December 23, 2002, the Company issued 6,000,000 stock-warrant
               units under a private placement financing. Each unit consisted of
               one common share, and one-half of one common share purchase
               warrant. Each full common share purchase warrant entitled the
               holder to acquire from the Company, for a period of four years,
               at a price of $2.10 (Cdn.$3.25) per warrant, one additional
               common share. Each unit was issued at a price of $1.55
               (Cdn.$2.40) for aggregate net proceeds of $9,343, net of issuance
               expenses of $955. Of the original proceeds, $2,082 was allocated
               to the related warrants and was presented as contributed surplus.
               During fiscal 2003 6,000,000 units were converted into common
               shares.

     (e)  Warrants

          The following summarizes outstanding warrants as at December 31, 2003:

                     Number of        Exercise            Expiry
          Warrants    Shares           Price               Date
          ---------  -----------  -----------------  -----------------
          5,524,750  5,524,750    $           1.60   March 21, 2004
          3,000,000  3,000,000     2.10 (Cdn.$3.25)  December 23, 2006
          ------------------------------------------------------------
          8,524,750  8,524,750
          ============================================================


================================================================================
                                                                            F-21


<PAGE>


10.  SHARE CAPITAL (CONTINUED)

     (f)  Options

          A summary of information concerning outstanding stock options at
          December 31, 2003 is as follows:

                                                            Performance-based
                                     Fixed Stock Options      Stock Options
                                    ---------------------  ---------------------
                                                Weighted               Weighted
                                    Number of    Average   Number of    Average
                                      Common    Exercise     Common    Exercise
                                      Shares      Price      Shares      Price
                                    ----------  ---------  ----------  ---------
       Balances, December 31, 2000
       and 2001                        68,855   $   44.14          -   $       -
         Options granted                    -           -  2,780,412        0.80
         Options cancelled            (68,855)      44.14          -           -
       -------------------------------------------------------------------------
       Balances, December 31, 2002          -           -  2,780,412        0.80
         Options granted            2,039,100        2.20          -           -
         Options exercised                  -           -   (158,616)       0.80
         Options cancelled           (151,800)       2.24   (121,642)       0.80
       -------------------------------------------------------------------------
       Balances, December 31, 2003  1,887,300   $    2.20  2,500,154   $    0.80
       =========================================================================


================================================================================
                                                                            F-22


<PAGE>


10.  SHARE CAPITAL (CONTINUED)

     (f)  Options (continued)

          (i)  Fixed stock option plan

               The Company has a stock option plan that provides for the
               granting of options to directors, officers, employees and service
               providers of the Company.

               The following table summarizes information concerning outstanding
               and exercisable fixed stock options at December 31, 2003:


                       Options Outstanding                Options Exercisable
        ----------------------------------------------  ------------------------
                                            Weighted                  Weighted
                                            Average                   Average
                                            Exercise                  Exercise
          Number             Expiry           Price        Number       Price
        Outstanding           Date          per Share   Exercisable   per Share
        -----------  ---------------------  ----------  ------------  ----------

          1,563,200    February 18, 2013    $     2.24             -  $        -
              4,100    March 28, 2013             2.34             -           -
             70,000    May 21, 2013               2.27             -           -
            150,000    August 22, 2013            2.12             -           -
            100,000    November 13, 2013          1.67             -           -
        ------------------------------------------------------------------------
          1,887,300                         $     2.20             -  $        -
        ========================================================================

          (ii) Performance-based stock option plan

               As part of the Nevoro acquisition, 2,780,412 performance-based
               options with an expiry date of June 25, 2007 were granted to
               certain directors, officers and employees, and are subject to a
               reduction if certain performance criteria are not met.
               Furthermore, certain senior executives are entitled to receive
               530,000 performance-based common shares subject to a reduction if
               certain performance criteria are not met.


================================================================================
                                                                            F-23


<PAGE>


10.  SHARE CAPITAL (CONTINUED)

     (f)  Options (continued)

          (ii) Performance-based stock option plan (continued)

               In fiscal 2002, one-half of the performance-based options and
               common shares vested based upon the established performance
               criteria. The balance of the options vest based upon the
               established fiscal 2003 performance criteria. Furthermore, one
               half of the related performance-based common shares were approved
               for issuance in 2003 based upon the fiscal 2002 performance and
               the balance of the shares vest based upon the established fiscal
               2003 performance criteria. An expense of $376 has been recorded
               in the statement of operations relating to the fair value expense
               of the performance-based common shares vesting in fiscal 2003 and
               credited to contributed surplus.

     (g) Stock-based compensation

          The following pro forma financial information presents the net loss
          for the year and the basic and diluted loss per common share had the
          Company adopted the fair value method of accounting for stock options
          as set out in CICA Handbook Section 3870, Stock-Based Compensation and
          Other Stock-Based Payments:

                                                  2003      2002
                                                --------  --------
          Net loss
            As reported                         $(2,186)  $(3,051)
            Compensatory fair value of options   (3,871)   (1,980)
          --------------------------------------------------------
            Pro forma                           $(6,057)  $(5,031)
          ========================================================

          Basic and diluted loss per share
            As reported                         $ (0.04)  $ (0.16)
            Pro forma                             (0.11)    (0.26)
          ========================================================


================================================================================
                                                                            F-24


<PAGE>


10.  SHARE CAPITAL (CONTINUED)

     (g)  Stock-based compensation (continued)

          Using the fair value based method for stock-based compensation,
          additional costs of approximately $3,876 and $1,980 would have been
          recorded for the years ended December 31, 2003 and 2002, respectively.
          These amounts were determined at the date of grant using a
          Black-Scholes option pricing model with the following weighted average
          assumptions:

                                    2003    2002
                                   ------  ------

          Risk free interest rate  3.534%  3.550%
          Dividend yield               0%      0%
          Volatility                  75%     92%
          Expected life in years     5.0     2.0


          The weighted average grant-date fair value of stock options granted
          during 2003 was $1.40.

     (h)  Issuable common shares

          The Company is committed under a previous agreement to issue such
          number of fully paid common shares as shall have a market value of
          $231. To date, none of these shares have been issued.



================================================================================
                                                                            F-25


<PAGE>


11.  INCOME TAXES

     The Company did not record a provision or benefit for income taxes for the
     periods ended December 31, 2003, 2002 and 2001, due to the availability of
     net operating loss carryforwards and the uncertainty of their future
     realization.

     The provision for income taxes reported differs from the amounts computed
     by applying the cumulative Canadian federal and provincial income tax rates
     to the loss before tax provision due to the following:

                                               2003      2002     2001
                                              -------  --------  -------
     Statutory tax rate                        37.62%    39.62%   44.67%
     -------------------------------------------------------------------

     Recovery of income taxes computed
       at standard rates                      $  822   $ 1,209   $  203
     Lower foreign tax rates                     (10)      (34)       -
     Tax losses not recognized in the period
       that the benefit arose                   (812)   (1,175)    (203)
     -------------------------------------------------------------------
                                              $    -   $     -   $    -
     ===================================================================

     The tax effects of temporary differences that would give rise to
     significant portions of the future tax assets and future tax liabilities at
     December 31, were as follows:

                                                       2003       2002
                                                     ---------  ---------
     Future income taxes
       Net operating losses carried forward          $ 35,217   $ 32,455
       Foreign exploration and development expenses     1,784      1,370
     --------------------------------------------------------------------
                                                       37,001     33,825
     Less:  Valuation allowance                       (37,001)   (33,825)
     --------------------------------------------------------------------
     Net future income tax asset                     $      -   $      -
     ====================================================================

     Utilization of the net operating losses carried forward and the foreign
     exploration and development expenses are subject to limitations.

     At December 31, 2003, the Company has the following unused tax losses
     available for tax purposes:

     Country         Amount    Expiry
     -------------  -------  ---------

     Canada         $15,718  2004-2010
     United States   84,232  2011-2023


================================================================================
                                                                            F-26


<PAGE>


12.  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

     (a)  Market risk

          Due to the nature of the precious metals market, the Company is not
          dependent on a significant customer to provide a market for its
          refined gold and silver. However, if the Company had to change the
          smelters to which zinc, lead, and pyrite concentrates are shipped, the
          additional transportation costs could be considerable. Although it is
          possible that the Company could be directly affected by weaknesses in
          the metals processing business, the Company periodically monitors the
          financial condition of its customers.

          Accounts receivable at December 31, 2003 are due from two customers.

     (b)  The estimated fair value of the Company's financial instruments was as
          follows:

                                                 December 31,
                                     -------------------------------------
                                            2003               2002
                                     ------------------  -----------------
                                     Carrying    Fair    Carrying    Fair
                                      Amount     Value    Amount    Value
                                     ---------  -------  ---------  ------

          Cash and cash equivalents  $  25,851  $25,851  $   8,426  $8,426
          Short-term investments         5,855    5,855          -       -
          Accounts receivable            4,647    4,647      3,228   3,228
          Accounts payable               5,848    5,848      4,935   4,935
          Accrued liabilities            2,781    2,781      1,961   1,961
          Notes payable
            Current                      4,117    4,117      3,114   3,114
            Non-current                  3,275    3,275      5,247   5,247

          The fair value of notes payable was determined using the discounted
          cash flows at prevailing market rates. The fair value of the Company's
          other financial instruments was estimated to approximate their
          carrying value due primarily to the immediate or short-term maturity
          of these financial instruments.


================================================================================
                                                                            F-27


<PAGE>


12.  FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)

     (c)  Gold hedges

          The Company has entered into hedging contracts, with Standard Bank
          London Limited, for gold in the aggregate amount of 100,000 ounces
          involving the use of combinations of put and call options. As of
          December 31, 2003 there are 64,000 ounces remaining on these
          contracts. The contracts give the holder the right to buy, and the
          Company the right to sell, stipulated amounts of gold at the upper and
          lower exercise prices, respectively. The contracts continue through
          April 25, 2005 with a put option strike price of two hundred and
          ninety-five dollars per ounce and a call option strike price of three
          hundred and forty-five dollars per ounce. The Company has also entered
          into certain spot deferred forward contracts for the delivery of
          15,862 ounces of gold. Gains or losses on these spot deferred forward
          contracts are recognized as an adjustment of revenue in the period
          when the originally designated production is sold. As at December 31,
          2003, the fair value of the contracts is a loss of $5,911 (December
          31, 2002 - $2,265).

          The contracts mature as follows:

                                    Ounces of
                                           Gold
                                      ---------
                                   2004 63,862
                                   2005 16,000
                              -----------------
                                         79,862
                              =================


13.  COMMITMENTS AND CONTINGENCIES

     (a)  Royalties

          The Company's properties are subject to royalty obligations based on
          minerals produced from the properties. The current reserves at the
          FCMI are subject to a 2.5% net smelter return royalty. The MTMI
          reserves are not subject to a royalty obligation. Royalty obligations
          for other properties arise upon mine production.

     (b)  Environmental

          The Company's mining and exploration activities are subject to various
          federal, provincial and state laws and regulations governing the
          protection of the environment. These laws and regulations are
          continually changing and generally becoming more restrictive. The
          Company conducts its operations so as to protect public health and the
          environment and believes its operations are materially in compliance
          with all applicable laws and regulations. The Company has made, and
          expects to make in the future, expenditures to comply with such laws
          and regulations.


================================================================================
                                                                            F-28


<PAGE>


13.  COMMITMENTS AND CONTINGENCIES (CONTINUED)

     (c)  Litigation and claims

          The Company is from time to time involved in various claims, legal
          proceedings and complaints arising in the ordinary course of business.
          The Company does not believe that adverse decisions in any pending or
          threatened proceedings related to any matter, or any amount which it
          may be required to pay by reason thereof, will have a material effect
          on the financial conditions or future results of operations of the
          Company.

     (d)  Bank indebtedness

          During the year ended December 31, 2003 the Company entered into a
          $5,000 Revolving Loan, Guaranty and Security Agreement with Standard
          Bank London Limited ("Standard Bank"). The Company must satisfy
          certain requirements in order for Standard Bank to advance the maximum
          amount of the loan. Until the commitment under the line of credit
          expires or has been terminated, the Company must meet certain
          covenants. As of December 31, 2003, the Company has no amount
          outstanding under the revolving loan and is in compliance with the
          covenants.


14.  LEASE COMMITMENTS

     Minimum lease payments under capital and non-cancelable operating leases
     and the present value of net minimum payments at December 31, 2003 were as
     follows:

                                                          Capital   Operating
                                                           Leases     Leases
                                                          --------  ----------
     2004                                                 $  1,234  $      160
     2005                                                      435          86
     2006                                                      254          77
     2007                                                        -          75
     2008                                                        -          25
     -------------------------------------------------------------------------
     Total                                                   1,923  $      423
                                                                    ==========
     Less imputed interest                                      52
                                                          --------
     Total present value of minimum capitalized payments     1,871
     Less current portion of capital lease obligations       1,202
     -------------------------------------------------------------
     Long-term capital lease obligations                  $    669
     =============================================================

     Rent expense under non-cancelable operating leases was $87, $17 and $Nil
     for 2003, 2002 and 2001, respectively. The current portion of the capital
     lease obligations is included in current portion of notes payable and the
     long-term portion is included in long-term portion of notes payable in the
     consolidated balance sheets.


================================================================================
                                                                            F-29


<PAGE>


15.  NET CHANGE IN NON-CASH OPERATING WORKING CAPITAL ITEMS

                                            2003      2002     2001
                                          --------  --------  ------
     (Increase) decrease in:
       Accounts receivable                $(1,419)  $(1,716)  $   -
       Prepaids                               (20)     (346)     12
       Broken ore on leach pad               (718)    1,752       -
       Inventories                             87      (259)      -
     Increase (decrease) in:
       Accounts payable                       913      (668)    (45)
       Accrued liabilities                    820        95       -
       Property and mining taxes payable      169       (64)      -
     ---------------------------------------------------------------
                                          $  (168)  $(1,206)  $ (33)
     ===============================================================


16. RELATED PARTY TRANSACTIONS

     The Company had the following related party transactions during each of the
     years in the three-year period ended December 31, 2003:

                                                      2003   2002   2001
                                                      -----  -----  -----
     Legal fees paid to two law firms, a partner
       of each firm is a director of the Company      $ 795  $ 153  $   -

     Legal fees paid to law firm, a partner of which
       is related to an officer of the Company          463     77      -

     Consulting services paid to a relative of an
       officer and director of the Company               64     63      -

     These transactions are in the normal course of business and are measured at
     the exchange amount which is the consideration established and agreed to by
     the related parties.


17.  SEGMENTED INFORMATION

     Apollo operates the Montana Tunnels and Florida Canyon Mines in the United
     States and the Black Fox development project in Canada. As the products and
     services of the Company's largest segments, Montana Tunnels and Florida
     Canyon, are essentially the same, the reportable segments have been
     determined at the level where decisions are made on the allocation of
     resources and capital and where performance is measured. The accounting
     policies for these segments are the same as those followed by the Company
     as a whole.


================================================================================
                                                                            F-30


<PAGE>


17.  SEGMENTED INFORMATION (CONTINUED)

     Amounts as at December 31, 2003 are as follows:

<TABLE>
<CAPTION>
                                     Montana   Florida   Black   Corporate
                                     Tunnels    Canyon    Fox    and Other    Total
                                     --------  --------  ------  ----------  --------
<S>                                  <C>       <C>       <C>     <C>         <C>
Cash and cash equivalents            $    754  $     19  $   95  $   24,983  $ 25,851
Short-term investments                      -         -       -       5,855     5,855
Broken ore on leach pad - current           -     9,594       -           -     9,594
Other non-cash current assets           5,345     2,263      71         359     8,038
-------------------------------------------------------------------------------------
                                        6,099    11,876     166      31,197    49,338
Broken ore on leach pad - long-term         -     1,827       -           -     1,827
Property, plant and equipment          15,559    13,529   8,914         517    38,519
Deferred stripping costs               24,033         -       -           -    24,033
Restricted certificate of deposit       2,663     3,809     377          44     6,893
-------------------------------------------------------------------------------------
Total assets                         $ 48,354  $ 31,041  $9,457  $   31,758  $120,610
=====================================================================================

Current liabilities                  $  6,140  $  6,515  $  507  $      664  $ 13,826
Notes payable                             980     2,295       -           -     3,275
Accrued site closure costs              9,148    12,471       -           -    21,619
-------------------------------------------------------------------------------------
Total liabilities                    $ 16,268  $ 21,281  $  507  $      664  $ 38,720
=====================================================================================
</TABLE>

     Amounts as at December 31, 2002 are as follows:

<TABLE>
<CAPTION>
                                     Montana   Florida   Black   Corporate
                                     Tunnels    Canyon    Fox    and Other    Total
                                     --------  --------  ------  ----------  -------
<S>                                  <C>       <C>       <C>     <C>         <C>
Cash and cash equivalents            $     89  $     20  $2,814  $    5,503  $ 8,426
Broken ore on leach pad - current           -     8,990       -           -    8,990
Other non-cash current assets           3,678     2,725      15         268    6,686
------------------------------------------------------------------------------------
                                        3,767    11,735   2,829       5,771   24,102
Broken ore on leach pad - long-term         -     1,713       -           -    1,713
Property, plant and equipment          12,627    12,771   4,977           -   30,375
Deferred stripping costs               16,998         -       -           -   16,998
Restricted certificate of deposit       1,557     3,538     100         107    5,302
------------------------------------------------------------------------------------
Total assets                         $ 34,949  $ 29,757  $7,906  $    5,878  $78,490
====================================================================================

Current liabilities                  $  4,847  $  4,357  $    -  $    1,717  $10,921
Notes payable                           1,040     4,207       -           -    5,247
Accrued site closure costs              8,679    11,829       -           -   20,508
------------------------------------------------------------------------------------
Total liabilities                    $ 14,566  $ 20,393  $    -  $    1,717  $36,676
====================================================================================
</TABLE>


================================================================================
                                                                            F-31


<PAGE>


17.  SEGMENTED INFORMATION (CONTINUED)

     Amounts for the years ended December 31, 2003, 2002 and 2001 are as
     follows:

<TABLE>
<CAPTION>
                                                YEAR ENDED DECEMBER 31, 2003
                                    -----------------------------------------------------
                                     Montana    Florida    Black     Corporate
                                     Tunnels    Canyon      Fox      and Other    Total
                                    ---------  ---------  --------  -----------  --------
<S>                                 <C>        <C>        <C>       <C>          <C>
Revenue from sale of minerals       $ 30,858   $ 35,983   $     -   $        -   $66,841
-----------------------------------------------------------------------------------------
Direct operating costs                27,149     28,535         -            -    55,684
Depreciation and amortization          1,251      3,731         -           15     4,997
General and administrative                 -          -         -        4,651     4,651
Share-based compensation                   -          -         -          376       376
Accrued site closure costs
  - accretion expense                    500        780         -            -     1,280
Royalties                                  -        898         -            -       898
Exploration and development                -          -     1,553          564     2,117
-----------------------------------------------------------------------------------------
                                      28,900     33,944     1,553        5,606    70,003
-----------------------------------------------------------------------------------------
Operating income (loss)                1,958      2,039    (1,553)      (5,606)   (3,162)
Interest income                            -          -         -          213       213
Interest expense                        (152)      (339)        -          (53)     (544)
Foreign exchange gain (loss)
  and other                                -          -      (271)       1,578     1,307
-----------------------------------------------------------------------------------------
Net (loss) income                   $  1,806   $  1,700   $(1,824)  $   (3,868)  $(2,186)
=========================================================================================

Investing activities
  Property, plant and equipment
    expenditures                    $  4,184   $  4,489   $ 3,937   $      531   $13,141
  Deferred stripping expenditures      8,734          -         -            -     8,734
</TABLE>


================================================================================
                                                                            F-32


<PAGE>


17.  SEGMENTED INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                                                Year ended December 31, 2002
                                    ----------------------------------------------------
                                     Montana    Florida    Black    Corporate
                                     Tunnels    Canyon      Fox     and Other    Total
                                    ---------  ---------  -------  -----------  --------

Revenue from sale of minerals       $      -   $ 20,410   $    -   $        -   $20,410
----------------------------------------------------------------------------------------
<S>                                              <C>                       <C>   <C>
Direct operating costs                     -     15,696        -           30    15,726
Depreciation and amortization              -      3,488        -            -     3,488
General and administrative                 -          -        -        2,286     2,286
Share-based compensation                   -          -        -          615       615
Accrued site closure costs
  - accretion expense                    300        471        -            -       771
Royalties                                  -        508        -            -       508
Exploration and development              114          -        -          337       451
----------------------------------------------------------------------------------------
                                         414     20,163        -        3,268    23,845
----------------------------------------------------------------------------------------
Operating income (loss)                 (414)       247        -       (3,268)   (3,435)
Interest income                           29          -        -           47        76
Interest expense                        (260)      (463)       -         (268)     (991)
Foreign exchange gain (loss)
  and other                              236        621      (99)         541     1,299
----------------------------------------------------------------------------------------
Net (loss) income                   $   (409)  $    405   $  (99)  $   (2,948)  $(3,051)
========================================================================================

Investing activities
  Property, plant and equipment
    expenditures                    $  1,967   $  2,515   $4,977   $        -   $ 9,459
  Deferred stripping expenditures     12,129          -        -            -    12,129

     For the year ended December 31, 2001, all activity was in the Corporate and
     Other segment.
</TABLE>


================================================================================
                                                                            F-33


<PAGE>


18.  DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP

     The Company prepares its consolidated financial statements in accordance
     with Canadian GAAP. The following adjustments and/or additional disclosures
     would be required in order to present the financial statements in
     accordance with U.S. GAAP and with practices prescribed by the United
     States Securities and Exchange Commission for the years ended December 31,
     2003, 2002 and 2001.

     Material variances between financial statement items under Canadian GAAP
     and the amounts determined under U.S. GAAP are as follows:

     CONSOLIDATED BALANCE SHEETS AS AT DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                               Property, Deferred
                            Plant and    Stripping    Accounts      Other        Share    Contributed
                            Equipment      Costs      Payable    Liabilities    Capital     Surplus      Deficit
                           -----------  -----------  ----------  ------------  ---------  ------------  ---------
<S>                        <C>          <C>          <C>         <C>           <C>        <C>           <C>
As at December 31, 2003,
  Canadian GAAP            $   38,519   $   24,033   $   5,848   $          -  $120,624   $      7,172  $(46,137)

Convertible debenture (b)           -            -           -              -         -         20,675   (20,675)
Share-based
  compensation (c)                  -            -           -              -         -          4,343    (4,343)
Gold hedge loss (d)                 -            -        (551)         5,911         -              -    (5,360)
Impairment of property,
  plant and equipment,
  capitalized deferred
  stripping costs and
  change in depreciation
  and amortization (e)         (5,543)      (8,740)          -              -         -              -   (14,283)
Flow-through common
  shares (f)                        -            -           -              -      (238)             -       238
Black Fox development
  costs (g)                    (3,643)           -           -              -         -              -    (3,643)
-----------------------------------------------------------------------------------------------------------------
As at December 31, 2003,
  U.S. GAAP                $   29,333   $   15,293   $   5,297   $      5,911  $120,386   $     32,190  $(94,203)
=================================================================================================================
</TABLE>


================================================================================
                                                                            F-34


<PAGE>


18.  DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP (CONTINUED)

<TABLE>
<CAPTION>
                                                          Property,   Deferred
                                             Restricted   Plant and   Stripping    Other          Share    Contributed
                                   Cash         Cash      Equipment    Costs    Liabilities      Capital     Surplus    Deficit
                               ------------  ----------  -----------  --------  ------------  -------------  --------  ---------
<S>                            <C>           <C>         <C>          <C>       <C>           <C>            <C>       <C>
As at December 31, 2002,
  Canadian GAAP                $     8,426   $        -  $   30,375   $16,998   $          -  $     72,206   $  7,023  $(43,951)

Convertible debenture (b)                -            -           -         -              -             -     20,675   (20,675)
Share-based compensation (c)             -            -           -         -              -             -      2,604    (2,604)
Gold hedge loss (d)                      -            -           -         -          2,265             -          -    (2,265)
Impairment of property,
  plant and equipment,
  capitalized deferred
  stripping costs and change
  in depreciation and
  amortization (e)                       -            -      (5,456)   (8,828)             -             -          -   (14,284)
Flow-through common
  shares (f)                        (2,845)       2,845           -         -            238          (238)         -         -
--------------------------------------------------------------------------------------------------------------------------------
As at December 31, 2002,
  U.S. GAAP                    $     5,581   $    2,845  $   24,919   $ 8,170   $      2,503  $     71,968   $ 30,302  $(83,779)
================================================================================================================================
</TABLE>

     Under U.S. GAAP, the net loss and net loss per share would be adjusted as
     follows:


<TABLE>
<CAPTION>
                                                       2003       2002      2001
                                                     ---------  ---------  -------
<S>                                                  <C>        <C>        <C>
Net loss for the year ended December 31,
  based on Canadian GAAP                             $ (2,186)  $ (3,051)  $ (454)
Marketable securities (a)                                   -          -      (54)
Convertible debenture (b)                                   -    (20,675)       -
Share-based compensation (c)                           (1,739)    (2,604)       -
Gold hedge loss (d)                                    (3,095)    (2,265)       -
Impairment of property, plant and equipment and
  change in depreciation (e)                              (87)    (5,456)       -
Impairment of capitalized deferred stripping costs
  and change in amortization (e)                           88     (8,828)       -
Flow-through shares premium paid in excess
  of market value (f)                                     238          -        -
Black Fox development costs (g)                        (3,643)         -        -
----------------------------------------------------------------------------------
Net loss for the year based on U.S. GAAP             $(10,424)  $(42,879)  $ (508)
==================================================================================
Comprehensive loss                                   $(10,424)  $(42,879)  $ (508)
==================================================================================
Net loss per share - U.S. GAAP - basic and diluted   $  (0.19)  $  (2.22)  $(0.61)
==================================================================================
</TABLE>


================================================================================
                                                                            F-35


<PAGE>


18.  DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP (CONTINUED)

     (a)  Marketable securities

          In accordance with Canadian GAAP, the Company's marketable securities
          are carried at the lower of cost and quoted market values. Under U.S.
          GAAP, these investments would be considered as trading securities and
          marked to market, with unrealized gains and losses included in the
          Consolidated Statement of Operations. The related securities were sold
          in fiscal 2001.

     (b)  Convertible debenture

          Under Canadian GAAP, the convertible debenture was recorded as an
          equity instrument on issuance in March 2002. Under U.S. GAAP, on
          issuance, the convertible debenture would have been recorded as a
          liability and reclassified to equity only upon conversion. Further,
          under U.S. GAAP, the beneficial conversion feature represented by the
          excess of the fair value of the shares and warrants issuable on
          conversion of the debenture, measured on the commitment date, over the
          amount of the proceeds to be allocated to the common shares and
          warrants upon conversion, would be allocated to contributed surplus.
          This results in a discount on the debenture that is recognized as
          additional interest expense over the term of the debenture and any
          unamortized balance is expensed immediately upon conversion of the
          debenture. Accordingly, for U.S. GAAP purposes, the Company has
          recognized a beneficial conversion feature and debenture issuance
          costs of $20,675 in the year ended December 31, 2002. Canadian GAAP
          does not require the recognition of any beneficial conversion feature.

     (c) Share-based compensation

          In accordance with Canadian GAAP, the Company has not recorded any
          expense with respect to stock options granted to employees. Under U.S.
          GAAP, the Company has elected to continue to measure its employee
          stock-based awards using the intrinsic value method prescribed by
          Accounting Principles Board Opinion No. 25 "Accounting for Stock
          Issued to Employees" ("APB No. 25").

          Beginning in the first quarter of 2004, the Company will expense stock
          options in the financial statements as a component of compensation
          expense in accordance with SFAS 148 "Accounting for Stock-Based
          Compensation - Transition and Disclosure." This method of accounting
          will be similar to the method under Canadian GAAP as disclosed in Note
          2 (p) and, as such, no difference will arise.

          In fiscal 2003, an expense of $1,739 has been recorded under APB No.
          25 with respect to the intrinsic value of stock options granted in the
          year and in fiscal 2002, an expense of $2,604 has been recorded under
          APB No. 25. In addition, under APB No. 25, the performance shares
          granted during 2002 are accounted for as variable awards until the
          performance targets are met.


================================================================================
                                                                            F-36


<PAGE>


18.  DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP (CONTINUED)

     (d)  Gold hedge loss

          Under Canadian GAAP, gains or losses on spot deferred forward
          contracts are recognized as an adjustment of revenue in the period
          when the originally designated production is sold. Under U.S. GAAP,
          SFAS 133 requires that for hedge accounting to be achieved, a company
          must provide detailed documentation and must specifically designate
          the effectiveness of a hedge. Furthermore, U.S. GAAP also requires
          fair value accounting to be used for all types of derivatives. As the
          Company has chosen not to meet these requirements for U.S. GAAP
          purposes, a charge of $2,265 has been recorded in the fourth quarter
          of fiscal 2002 to reflect the fair value loss on the contracts
          outstanding at December 31, 2002, and an additional loss of $3,095 has
          been recorded in the year ended December 31, 2003 to reflect the fair
          value loss on the contracts between December 31, 2002 and 2003. The
          gold hedge loss on outstanding hedge contracts amounted to $5,911 and
          $2,265 at December 31, 2003 and 2002, respectively.

     (e)  Impairment of property, plant and equipment and capitalized deferred
          stripping costs

          Under Canadian GAAP, write-downs for impairment of property, plant and
          equipment and capitalized deferred stripping costs are determined
          using current proven and probable reserves and mineral resources
          expected to be converted into mineral reserves. Under U.S. GAAP,
          write-downs are determined using current proven and probable reserves.
          In addition, under U.S. GAAP, future cash flows from impaired
          properties are discounted. Accordingly, for U.S. GAAP purposes, a
          reduction in property, plant and equipment and capitalized deferred
          stripping costs of $14,284 has been recorded as an impairment. This
          write-down has resulted in an adjustment of depreciation and
          amortization expense for U.S. GAAP purposes, upon recommencement of
          commercial production at the Montana Tunnels Mine in April 2003, of
          $14,283 at December 31, 2003.

     (f)  Flow-through common shares

          Under Canadian income tax legislation, a company is permitted to issue
          shares whereby the company agrees to incur qualifying expenditures and
          renounce the related income tax deductions to the investors. The
          Company has accounted for the issue of flow-through shares using the
          deferral method in accordance with Canadian GAAP. At the time of
          issue, the funds received are recorded as share capital. For U.S.
          GAAP, the premium paid in excess of the market value of $238 is
          credited to other liabilities and included in income as the qualifying
          expenditures are made.


================================================================================
                                                                            F-37


<PAGE>


18.  DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP (CONTINUED)

     (f)  Flow-through common shares (continued)

          Also, notwithstanding whether there is a specific requirement to
          segregate the funds, the flow-through funds which are unexpended at
          the consolidated balance sheet dates are considered to be restricted
          and are not considered to be cash or cash equivalents under U.S. GAAP.

          As at December 31, 2003, unexpended flow-through funds were $Nil
          (December 31, 2002 - $2,845).

     (g)  Black Fox Project

          Under Canadian GAAP, mining development costs at the Black Fox Project
          have been capitalized. Under U.S. GAAP, these expenditures are
          expensed as incurred. Accordingly, for U.S. GAAP purposes, a reduction
          in property, plant and equipment of $3,643 has been recorded as at
          December 31, 2003.

     (h)  Statement of Cash Flows

          Under Canadian GAAP, expenditures incurred for deferred stripping
          costs are included in cash flows from investing activities in the
          consolidated statement of cash flows. Under U.S. GAAP, these
          expenditures are included in cash flows from operating activities.
          Accordingly, under U.S. GAAP, the consolidated statement of cash flows
          for the year ended December 31, 2003 and 2002 would reflect a
          reduction in cash utilized in investing activities of $8,734 and
          $12,129, respectively, and a corresponding increase in cash utilized
          in operating activities.

     (i)  Comprehensive income

          Statement of Financial Accounting Standards ("SFAS") No. 130,
          "Reporting Comprehensive Income" ("SFAS 130") establishes standards
          for the reporting and display of comprehensive income and its
          components in a full set of general purpose financial statements. SFAS
          130 requires that all items that are required to be recognized under
          accounting standards as components of comprehensive income be reported
          in a financial statement. For the Company, the only component of
          comprehensive loss is the net loss for the period.


================================================================================
                                                                            F-38


<PAGE>


18.  DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP (CONTINUED)

     (j)  Supplemental information for U.S. GAAP purposes on stock-based
          compensation

          Pro forma information regarding net loss and net loss per share is
          required by SFAS No. 123 "Accounting for Stock-Based Compensation" and
          has been determined as if the Company had accounted for its employees
          stock options under the fair value method. The fair value for these
          options was estimated at the date of grant using a Black-Scholes
          option pricing model with the following weighted average assumptions:

                                    2003    2002   2001
                                   ------  ------  -----

          Risk free interest rate  3.534%  3.550%     0%
          Dividend yield               0%      0%     0%
          Volatility                  75%     92%     0%
          Expected life in years     5.0     2.0      -

          The weighted average fair value per share of options granted during
          2003, 2002 and 2001 was $1.40, $1.58 and $Nil, respectively, and the
          expense is amortized over the vesting period.

          The following table presents the net loss and net loss per share,
          under U.S. GAAP, as if the Company had recorded compensation expense
          under SFAS No. 123 with the estimated fair value of the options being
          amortized to expense over the options' vesting period.


                                            2003       2002      2001
                                          ---------  ---------  -------

Net loss for the year based on U.S. GAAP  $(10,424)  $(42,879)  $ (508)
Stock option expense as reported             2,115      3,219        -
Pro forma stock option expense              (4,247)    (2,595)      (1)
-----------------------------------------------------------------------
Net loss - pro forma                      $(12,556)  $(42,255)  $ (509)
=======================================================================

Net loss per share, basic and diluted -
  based on U.S. GAAP                      $  (0.19)  $  (2.22)  $(0.61)
Stock option expense as reported              0.04       0.17        -
Pro forma stock option expense               (0.08)     (0.14)       -
-----------------------------------------------------------------------
Net loss per share, basic and
  and diluted - pro forma                 $  (0.23)  $  (2.19)  $(0.61)
=======================================================================


================================================================================
                                                                            F-39


<PAGE>


18.  DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP (CONTINUED)

     (k)  Recently issued accounting pronouncements

          In November 2002, the Financial Accounting Standards Board ("FASB")
          issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting
          and Disclosure Requirements for Guarantees, Including Indirect
          Guarantees of Indebtedness of Others". FIN 45 requires that upon
          issuance of a guarantee, a guarantor must recognize a liability for
          the fair value of an obligation assumed under a guarantee. FIN 45 also
          requires additional disclosures by a guarantor in its interim and
          annual financial statements about the obligations associated with
          guarantees issued. The disclosure requirements of FIN 45 were
          effective for financial statements for period ending after December
          15, 2002. The Company adopted the disclosure requirements of FIN 45 in
          fiscal 2002. The initial recognition and measurement provisions of FIN
          45 are effective for any guarantees that are issued or modified after
          December 31, 2002. The Company adopted the recognition and measurement
          requirements of FIN 45 in fiscal 2003, which had no material impact on
          its results of operations, financial position or liquidity.

          In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),
          "Consolidation of Variable Interest Entities", an Interpretation of
          ARB No. 51. FIN 46 requires certain variable interest entities to be
          consolidated by the primary beneficiary of the entity if the equity
          investors in the entity do not have the characteristics of a
          controlling financial interest or do not have sufficient equity at
          risk for the entity to finance its activities without additional
          subordinated financial support from other parties. FIN 46 is effective
          for all new variable interest entities created or acquired after
          January 31, 2003. For variable interest entities created or acquired
          prior to February 1, 2003, the provisions of FIN 46 must be applied
          for the first interim or annual period beginning after December 15,
          2003 however, earlier adoption is permitted. The Company adopted FIN
          46 on July 1, 2003. Adoption of this standard did not have a material
          effect on the Company's results of operations, financial position or
          disclosures.

          In April 2003, SFAS No. 149, "Amendment of Statement 133 on Derivative
          Instruments and Hedging Activities," was issued. In general, this
          statement amends and clarifies accounting for derivative instruments,
          including certain derivative instruments embedded in other contracts,
          and for hedging activities under SFAS No. 133. The Company adopted
          SFAS No. 149 on July 1, 2003. Adoption of this standard did not have a
          material impact on the Company's financial position or disclosures.

          In May 2003, SFAS No. 150, "Accounting for Certain Financial
          Instruments with Characteristics of both Liabilities and Equity", was
          issued. In general this statement requires that those instruments be
          classified as liabilities rather than equity on the balance sheet. The
          Company adopted this standard on July 1, 2003. Adoption of this
          standard did not have a material impact on the Company's financial
          position or disclosures.


================================================================================
                                                                            F-40


<PAGE>


18.  DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP (CONTINUED)

     (k)  Recently issued accounting pronouncements (continued)

          CICA Handbook Sections 3063 - "Impairment of Long Lived Assets" and
          3475 - "Disposal of Long Lived Assets and Discontinued Operations"
          were amended to harmonize with SFAS 144. The standards will require an
          impairment loss to be recognized when the carrying amount of an asset
          held for use exceeds the sum of the undiscounted cash flows. The
          impairment loss would be measured as the amount by which the carrying
          amount exceeds the fair value of the asset. An asset held for sale is
          to be measured at the lower of carrying cost or fair value less cost
          to sell. In addition, this guidance broadens the concept of a
          discontinued operation and eliminates the ability to accrue operating
          losses expected between the measurement date and the disposal date.
          Section 3063 is effective for fiscal years beginning on or after April
          1, 2003 and Section 3475 applies to disposal activities initiated by
          an enterprise's commitment to a plan on or after May 1, 2003. The
          Company will adopt this new standard in its 2004 financial statements.

          CICA Handbook Section 3475 - "Disposal of Long Lived Assets and
          Discontinued Operations" establishes standards for the recognition,
          measurement, presentation and disclosure of the disposal of long lived
          assets. It also establishes standards for the presentation and
          disclosure of discontinued operations, whether or not they include
          long-lived assets. The new recommendations apply to disposal
          activities initiated by an enterprise's commitment to a plan on or
          after May 1, 2003. As at December 31, 2003, the Company does not have
          any long lived assets subject to disposal in accordance with these new
          standards.

          The CICA issued Accounting Guideline 13, AcG-13, "Hedging
          Relationships", which requires that in order to apply hedge
          accounting, all hedging relationships must be identified, designated,
          documented and effective. Where hedging relationships cannot meet
          these requirements, hedge accounting must be discontinued. AcG-13 is
          applicable for fiscal years beginning on or after July 1, 2003. The
          provisions of this recently issued accounting pronouncement are
          currently being assessed by management.

          The CICA issued Accounting Guideline 14, AcG-14, "Disclosures of
          Guarantees" which elaborates on the disclosures to be made by a
          guarantor about its obligations under certain guarantees issued. The
          Company adopted the provisions of this guideline in fiscal 2003, which
          had no material impact on its results of operations, financial
          position or liquidity.

          The CICA issued Accounting Guideline 15, "Consolidation of Variable
          Interest Entities", which addresses when a company should include in
          its financial statements the assets, liabilities and activities of
          another entity. Management does not expect the adoption of the new
          guideline to have a material impact on its financial statements.


================================================================================
                                                                            F-41


<PAGE>


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

     The following exhibits are being filed or furnished with this Report:

Exhibit
Number                        Description of Exhibit
--------  ------------------------------------------------------------------
    31.1  Certification of Chief Executive Officer Pursuant to Rules
          13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
          as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002.

    31.2  Certification of Chief Financial Officer Pursuant to Rules
          13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
          as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002.
    32.1  Certification of Chief Executive Officer Pursuant to 18 U.S.C.
          Section 1350, as Adopted Pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002.
    32.2  Certification of Chief Financial Officer Pursuant to 18 U.S.C.
          Section 1350, as Adopted Pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002.


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


APOLLO GOLD CORPORATION

/s/ R. DAVID RUSSELL
---------------------------------
R. David Russell, President and
Chief Executive Officer

July 25, 2004



     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.


SIGNATURE                     TITLE                              DATE
---------                     -----                              ----


/s/ R. DAVID RUSSELL          President and                      July 25, 2004
-----------------------       Chief Executive Officer and
R. David Russell              a Director


/s/ G.W. THOMPSON             Chairman of the Board of           July 25, 2004
-----------------------       Directors and a Director
G.W. Thompson


/s/ R. LLEE CHAPMAN           Vice President, Chief              July 25, 2004
-----------------------       Financial Officer, Treasurer
R. Llee Chapman               & Controller


/s/ MICHAEL HOBART            Assistant Secretary and            July 25, 2004
-----------------------       a Director
Michael Hobart


/s/ CHARLES E. STOTT          Director                           July 25, 2004
-----------------------
Charles E. Stott


/s/ ROBERT A. WATTS           Director                           July 25, 2004
-----------------------
Robert A. Watts


                              Director                           July __, 2004
-----------------------
W.S. Vaughan


                              Director                           July __, 2004
-----------------------
Gerald J. Schissler