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

                                    FORM 10-K


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

                         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  [_]


                                                                               1
<PAGE>
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.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions  of the proxy statement for the 2004 Annual Meeting of Stockholders are
incorporated  by  reference  in  Part  III.


                                                                               2
<PAGE>
<TABLE>
<CAPTION>
                             APOLLO GOLD CORPORATION
                                    FORM 10-K
                                TABLE OF CONTENTS



PART I
------
<S>             <C>

ITEM 1.         Business
ITEM 2.         Properties
ITEM 3.         Legal Proceedings
ITEM 4.         Submission Of Matters To A Vote Of Security Holders

PART II
-------

ITEM 5.         Market For Registrant's Common Equity
                And Related Stockholder Matters
ITEM 6.         Selected Consolidated Financial Data
ITEM 7.         Management's Discussion And Analysis Of
                Financial Condition And Results Of Operations
ITEM 7A.        Quantitative And Qualitative Disclosures
                About Market Risk
ITEM 8.         Financial Statements And Supplementary Data
ITEM 9.         Changes In And Disagreements With Accountants
                On Accounting And Financial Disclosure
ITEM 9A.        Controls and Procedures

PART III
--------

ITEM 10.        Directors And Executive Officers Of The Registrant
ITEM 11.        Executive Compensation
ITEM 12.        Security Ownership Of Certain Beneficial Owners
                And Management
ITEM 13.        Certain Relationships And Related Transactions
ITEM 14.        Principal Accounting Fees And Services

PART IV
-------

ITEM 15.        Exhibits, Financial Statement Schedules,
                And Reports
                On Form 8-K
SIGNATURES
CERTIFICATIONS
</TABLE>


                                                                               3
<PAGE>
                                     PART I

ITEM  1.  BUSINESS

PRELIMINARY  INFORMATION

     The  earliest predecessor to Apollo Gold Corporation was incorporated under
the  laws  of  the  Province of Ontario in 1936.  In May 2003, it reincorporated
under  the  laws  of the Yukon Territory.  Apollo Gold Corporation maintains its
registered  office  at Suite 300, 204 Black Street, Whitehorse, Yukon Territory,
Canada  Y1A  2M9,  and  the  telephone  number at that office is (416) 668-5252.
Apollo  Gold  Corporation  maintains  its principal executive office at 4601 DTC
Boulevard,  Suite  750, Denver, Colorado 80237-2571, and the telephone number at
that  office  is  (720)  886-9656.

     Apollo  Gold  Corporation prepares its consolidated financial statements in
accordance with accounting principles generally accepted in Canada and publishes
its  financial  statements  in  United States dollars.  In this Annual Report on
Form  10-K,  unless  otherwise  specified or the context otherwise requires, all
dollar  amounts or references to dollars are expressed in United States dollars.

     Unless  otherwise specified or the context otherwise requires, in this Form
10-K  the  terms  "we"  and  "our" in reference to the operations or business of
Apollo  Gold  Corporation  prior  to June 25, 2002, shall mean the operations or
business of Nevoro Gold Corporation and its wholly-owned subsidiary Apollo Gold,
Inc.  The  terms  "we"  and  "our" in reference to the operations or business of
Apollo  Gold Corporation on or after June 25, 2002, shall mean the operations or
business  of Apollo Gold Corporation, a corporation presently incorporated under
the  laws of the Yukon Territory, its wholly-owned subsidiary Apollo Gold, Inc.,
and  Apollo  Gold  Inc.'s  material  wholly-owned  subsidiaries  Montana Tunnels
Mining, Inc., Florida Canyon Mining, Inc., Standard Gold Mining, Inc. and Apollo
Gold  Exploration,  Inc.

INTRODUCTION

     We  are  principally  engaged in the exploration, development and mining of
gold.  We  have  focused our mining efforts to date on two principal properties:
our  Montana  Tunnels  Mine,  owned  by one of our subsidiaries, Montana Tunnels
Mining, Inc. ("Montana, Inc."),and our Florida Canyon Mine, owned by another one
of  our  subsidiaries,  Florida  Canyon  Mining,  Inc.  ("Florida,  Inc.").  Our
development  activities  involve  our  Black  Fox  Property  and  Standard Mine
project,  and  our  exploration activities involve the Pirate Gold, Nugget Field
and  Diamond  Hill  properties. During 2003, Standard Gold Mining, Inc. acquired
and  incorporated  into  its  Standard  Mine  property  additional adjacent land
positions  in  Buffalo  Canyon, and Apollo Gold Exploration, Inc. acquired a new
Willow  Creek  property.

     We  are  the  result  of  the  Plan  of  Arrangement  that  resulted in the
amalgamation  of  International  Pursuit Corporation ("Pursuit") and Nevoro Gold
Corporation  ("Nevoro").  Pursuant  to  the  terms  of  the Plan of Arrangement,
Pursuit  acquired  Nevoro and continued operations under the name of Apollo Gold
Corporation.  Through  our  wholly-owned  subsidiary,  Apollo Gold, Inc. ("AGI")
(acquired  by  Nevoro  in  March  2002),  we  own the majority of our assets and
operate  our  business. We continued trading on the Toronto Stock Exchange under
our  new  name, Apollo Gold Corporation, and with a new ticker symbol, APG.U, on
July  3,  2002.  On  August  2,  2002,  our  ticker  symbol  changed  to  APG.

     In  February  2003,  we  filed a Registration Statement on Form 10 with the
Securities  and  Exchange  Commission  ("SEC").  The  Registration Statement was
declared  effective  on  August  13, 2003. On August 26, 2003, the Company began
trading  on  the  American  Stock  Exchange  under  the  ticker  symbol  AGT.


                                                                               4
<PAGE>
     We  own  and  operate  the Florida Canyon Mine, a low grade heap leach gold
mine  located  approximately  42  miles  southwest  of  Winnemucca, Nevada. Heap
leaching  is  a  process of extracting gold and silver by placing crushed ore on
sloping,  impermeable pads and applying a dilute cyanide solution that dissolves
a  portion  of  the  contained gold, which is then recovered.    On average, the
Florida  Canyon  Mine  produces  approximately  125,000  ounces  of  gold  and
approximately  80,000  ounces  of  silver  annually.  During  2003,  it produced
101,811  ounces  of  gold  and  60,065  ounces  of  silver.

     We  also  own  and  operate the Montana Tunnels Mine, an open pit gold mine
located  near  Helena,  Montana.  When  in  full  production, over the past five
years,  the  Montana  Tunnels  Mine  has produced approximately 78,000 ounces of
gold,  26,000  tons  of  zinc, 8,700 tons of lead and 1,200,000 ounces of silver
annually.  The  Montana  Tunnels  Mine  produces approximately 15% of its annual
gold  production  in  the  form  of  dore,  an  unrefined material consisting of
approximately  90%  gold,  which  is then further refined.  The remainder of the
mine's  production  is  in the form of concentrates, one a zinc-gold concentrate
and  the  other  a  lead-gold  concentrate.  The  concentrates  are shipped to a
smelter,  and  after  smelting  charges,  we are paid for the metal content. The
Montana  Tunnels  Mine  was  idle for approximately four months in 2002 while we
made  preparations  to  begin  the  removal  of waste rock at the mine.  Limited
production  resumed in October 2002, and full production on the K-Pit resumed in
April  2003.  Since that time, the Montana Tunnels Mine has experienced pit wall
problems  that  have resulted in significant changes to the mine plan, including
an  accelerated  stripping  schedule  to remove 10 million tons of material that
slid  off  the  southwest  pit  wall.  In October 2003, a second waste stripping
project  ("Phase II") known as the L-Pit project was initiated, and we intend to
pre-strip  approximately  17  million tons of waste from the south and west high
walls  of  the  open pit after which the L-Pit should add an additional three to
four  years  of  mine  life.

     We  have  two  development stage properties, the Black Fox Property ("Black
Fox"),  located  near Timmins, Ontario, and the Standard Mine Project (including
the new Buffalo Canyon component), owned by our wholly-owned subsidiary Standard
Gold  Mining,  Inc. located  in  Nevada.  We also have several exploration stage
assets  including  Willow  Creek ("Willow Creek"), Pirate Gold Prospect ("Pirate
Gold")  and  the  Nugget Field Prospect ("Nugget Field"), each located in Nevada
and owned by our wholly-owned subsidiary, Apollo Gold Exploration, Inc.  We also
own  Diamond  Hill  Mine  ("Diamond  Hill"),  an  exploration  asset which is an
unincorporated  division of Montana Tunnels Mining, Inc. and located in Montana.

     In  2003,  we focused our exploration efforts on our Black Fox and Standard
Mine  properties.  The  Black  Fox Property is located east of Timmins, Ontario,
and  was  acquired  in  September  2002.  We  currently  anticipate  that  the
development  and  commercialization of our Black Fox Property will require three
phases.  The  first  phase  commenced  in  early  2003,  and  involved a shallow
drilling  program  to  test the open pit potential and core drilling of 297 core
holes  from  200  to  500 meters in depth.  As a result of the core drilling, we
have  identified proven and probable reserves at the Black Fox Property.

     Upon  completion of the first phase, we began the second phase of our Black
Fox  project in February 2004. The second phase will provide for the development
of  underground  access  for  further exploratory drilling. We are developing an
underground  ramp from existing structures. We also plan to begin the permitting
process  for  the third phase of the Black Fox project, and anticipate that this
process  will require approximately two years, based on a plan for combined open
pit  and  underground mining, with on-site milling, at a capacity of 1500 metric
tons  of ore per day. The third phase would include construction of the mine and
processing  facilities  at  an  aggregate  estimated cost of approximately $45.0
million.

     We  have  continued drilling at the Standard Mine and drilled approximately
80 holes in 2003.  The  Buffalo  Canyon portion of our Standard Mine property is
located  immediately  south  of and contiguous to the pre-existing Standard Mine
property.  We  acquired  Buffalo  Canyon  in  2003  and  completed  our  Phase I


                                                                               5
<PAGE>
drilling  program  in  December  2003.  We  believe that the northern portion of
Buffalo  Canyon  has  the  highest  potential for commercialization, and plan to
conduct  follow-up  drilling  in  2004.

     The  table  below  summarizes  our  production  for  gold, silver and other
metals,  as  well  as  average  metals  prices,  for  each  period  indicated:

<TABLE>
<CAPTION>
                                              Years

                              2003         2002         2001         2000
                           -----------  -----------  -----------  -----------
<S>                        <C>          <C>          <C>          <C>
Gold (ounces)                  145,935      148,173      192,887      259,863
Silver (ounces)                471,241      275,925      963,050    1,257,972
Lead (pounds)               10,843,184    5,481,230   13,759,579   12,141,771
Zinc (pounds)               21,792,452   15,328,392   40,158,321   31,689,125

Average metals prices:
Gold - London Bullion      $       364  $       310  $       271  $       279
Mkt. ($/ounce)
Silver - London Bullion    $      4.88  $      4.59  $      4.37  $      5.00
Mkt. ($/ounce)
Lead - LME Cash ($/pound)  $      0.23  $      0.20  $     0.216  $     0.206
Zinc - LME Cash ($/pound)  $      0.38  $      0.35  $     0.402  $     0.512
</TABLE>

Note:  Includes  the  operations of Nevoro Gold Corporation and its wholly-owned
subsidiary  Apollo  Gold,  Inc  prior  to  June  25,  2002.

BACKGROUND

     We  are  the  result  of  the  Plan  of  Arrangement  that  resulted in the
amalgamation  of  International  Pursuit  Corporation  ("Pursuit")  and  Nevoro.
Pursuant  to  the  terms of the Plan of Arrangement, Pursuit acquired Nevoro and
continued  operations  under  the  name  of Apollo Gold Corporation. Through our
wholly-owned  subsidiary,  AGI  (acquired  by  Nevoro in March 2002), we own the
majority  of  our  assets  and operate our business. We continued trading on the
Toronto  Stock  Exchange under our new name, Apollo Gold Corporation, and with a
new  ticker symbol, APG.U, on July 3, 2002. On August 2, 2002, our ticker symbol
changed  to  APG. In February 2003, we filed a Registration Statement on Form 10
with  the  SEC.  The Registration Statement was declared effective on August 13,
2003.  On  August  26,  2003, the Company began trading on the American Exchange
under  the  ticker  symbol  AGT.

     INTERNATIONAL  PURSUIT  CORPORATION  (PRIOR  TO  THE  PLAN  OF ARRANGEMENT)

     International  Pursuit  Corporation  ("Pursuit") was incorporated under the
laws  of  the  Province of Ontario in 1936, under the name Brownlee Mines (1936)
Limited. Pursuit was a public company engaged in the business of exploration and
development  of  mineral  properties  for  many  years.

     Pursuit  was  involved  in  the  exploration, evaluation and development of
precious  and  base metal properties, involving primarily copper, for commercial
exploitation.  Most  of  Pursuit's  business  activities  took  place  in  the
Philippines,  Indonesia  and  Mongolia,  through joint ventures and contracts of
work  to  explore  and  develop  mining  properties.

     For  example, in April 1995, Pursuit entered into a joint venture agreement
to  explore  and  develop the Hinoba-an copper deposit, located in the southwest
part  of  the  island of Negros in the Republic of the Philippines.  Pursuant to
this  agreement,  Pursuit  earned  a  50%  interest in the Hinoba-an property by
incurring  Cdn$9,600,000  of  exploration  expenditures  and by making aggregate
option  payments  of Cdn$300,000.  In addition, 50% of certain expenditures made
by  Pursuit  in excess of the Cdn$9,600,000 minimum were to be repaid to Pursuit
with  interest.  Pursuit also had the right to obtain the remaining 50% interest
in  Hinoba-an  for  a  purchase  price  of  Cdn$15,000,000, payable to the joint
venture  partner  through  a  net  smelter  return  from anticipated production.
Pursuant  to  this  arrangement,  Pursuit  expended  over  Cdn$14,700,000 on the
Hinoba-an  property  (including  option  payments  and accrued interest) through


                                                                               6
<PAGE>
December  1998  and acquired a 100% interest in the property in 1999 through the
bankruptcy  of  its  joint venture partner.  However, during this time the world
price  of copper declined, and Pursuit placed the Hinoba-an project on hold.  In
December  2001,  Pursuit  executed  an  agreement  with Hinoba Holdings Limited,
granting  an  option  to  acquire all of the rights to the Hinoba-an project for
7.5%  of  Hinoba Holdings Limited shares and $5 million payable within 18 months
of  having  achieved  commercial production. Neither party fully performed under
that  agreement.  Pursuit  discontinued  efforts to exploit or sell the project,
and  halted  financing  to  the  subsidiary  holding the underlying title to the
Hinoba-an  property.  In  2003,  Apollo  Gold  Corporation  sold  its  remaining
interest  in  this  project,  including  its  equity interests in the subsidiary
holding title to the Hinoba-an project and the contingent $5 million receivable,
for  $76,287.  In  connection  with  that  transaction,  Hinoba Holdings Limited
released  us from and agreed to indemnify us against any past, present or future
third  party claims associated with the Hinoba-an project. We no longer hold any
interest  in  Pursuit's  former  Philippine  Islands  properties.

     Pursuit's  Indonesian  transactions  were  in the form of contracts of work
("CoWs"),  project-specific  agreements  granted  by the President of Indonesia,
with terms of approximately 30 years.  After conducting preliminary negotiations
for  a  number  of  CoWs, in February 1998 Pursuit entered into two CoWs for the
Mahakan  East  and  Mahakan  West  properties  in Indonesia, and paid a security
deposit of $100,000 for each property plus a bank guarantee of $0.60 per hectare
less the security deposit.  Pursuit also obtained temporary exploration licenses
for each property.  In 1998, Pursuit expended approximately Cdn$1,066,000 on the
exploration  of  the  Indonesian  properties.

     As  the  world price of copper declined significantly in the late 1990s and
third  world  countries  experienced  recessions  and, in the case of Indonesia,
political  unrest,  Pursuit  adopted  a  policy designed to maintain its mineral
properties  in  good  standing and to seek out joint venture partners until such
time  as  world copper prices recovered and the political situation in Indonesia
stabilized.  We  are  not  currently maintaining the corporate franchises of, or
otherwise  financially  supporting,  Pursuit's  discontinued  Indonesian
subsidiaries.

     In  1999 and 2000, Pursuit also investigated business opportunities outside
the  mining  industry.  In  June 1999, Pursuit entered into a joint venture with
StockSet  Associates  to  develop and manage a financial Internet site through a
newly  formed  corporation,  StockSet.com.  Pursuit  invested  $61,142 for a 50%
interest  in  StockSet.com.  In  March  2000,  Pursuit  sold  its  interest  in
StockSet.com  to  a  company  controlled  by  a  relative  of a then-officer and
director  of  Pursuit  for  consideration  of  Cdn$500,000.

     In  November  2001,  Pursuit  was  notified  by  the Toronto Stock Exchange
("TSX")  that  its  shares would be delisted if it did not comply with the TSX's
continued  listing  requirements  within  120  days.  Pursuit  then  sought  out
potential  acquisition  and  merger  opportunities,  which  eventually led it to
amalgamate  with  Nevoro  Gold  Corporation.

     NEVORO  GOLD  CORPORATION  (PRIOR  TO  THE  PLAN  OF  ARRANGEMENT)

     Nevoro  was  a  private  company  incorporated  under  the  Canada Business
Corporations  Act  in  February 2002.  In March 2002, Nevoro acquired all of the
outstanding  common  stock  of  AGI. The acquisition included AGI's wholly-owned
subsidiaries,  Montana,  Inc.  and  Florida,  Inc.

     AGI  was  originally  incorporated under the General Corporation Law of the
State  of  Delaware  on December 16, 1998. AGI commenced business on February 5,
1999,  pursuant to a plan of reorganization ("Plan of Reorganization") involving
Pegasus  Gold  International, Inc. ("PGII"), Diamond Hill Mining, Inc. ("Diamond
Hill, Inc."), Florida Canyon Mining, Inc. ("Florida, Inc."), and Montana Tunnels
Mining,  Inc.  ("Montana,  Inc."),  all of whom voluntarily filed for protection
under  Chapter  11  of  the  United  States Bankruptcy Code on January 16, 1998.


                                                                               7
<PAGE>
     Under  the  Plan of Reorganization, PGII was reincorporated in Delaware and
renamed  Apollo  Gold,  Inc.,  and  its  common stock was distributed to certain
former  creditors  of  PGII, Diamond Hill, Inc., Florida, Inc. and Montana, Inc.
AGI  became  the  parent holding company for the reorganized Diamond Hill, Inc.,
Florida, Inc., and Montana, Inc. entities, all of which were also reincorporated
in  Delaware but retained their former names.  Under the Plan of Reorganization,
AGI and its three subsidiaries were discharged from all liabilities not asserted
prior  to  the  applicable  bar  dates  or otherwise provided for in the Plan of
Reorganization  to  the maximum extent permitted by the United States Bankruptcy
Code.  Following  emergence from bankruptcy protection, AGI and its subsidiaries
carried  on  mining and exploration activities under new management and with the
benefit  of the protection afforded by the Plan of Reorganization and the United
States  Bankruptcy  Code  against  unsatisfied  liabilities  associated with its
former  ultimate  parent  company Pegasus Gold Inc. ("PGI") and other former PGI
affiliates.

     On  January  1,  2002, Diamond Hill, Inc. was merged into Montana, Inc. and
became  an  unincorporated  division  of Montana, Inc. On March 26, 2002, Nevoro
acquired  100% of the common stock of AGI from a shareholder group controlled by
a  syndicate  of  banks  through  the merger of Nevoro Gold USA Inc., a Delaware
corporation  and wholly-owned subsidiary of Nevoro, with and into AGI, resulting
in  AGI  becoming  a  wholly-owned  subsidiary  of  Nevoro.

     PURSUIT  AND  NEVORO  PLAN  OF  ARRANGEMENT

     On June 25, 2002, as a result of Pursuit's extensive search for acquisition
and  merger  opportunities  and  after  extensive  discussions and negotiations,
Pursuit  and  Nevoro  obtained  court  approval for the Plan of Arrangement that
formed  Apollo Gold Corporation.  On March 24, 2002, Pursuit conducted a private
placement of $23 million principal amount of 0.0% secured convertible debentures
and  related  warrants  (the  "Debentures")  through  registered  dealers  (the
"Agents")  on  a  best  efforts  agency  basis.  In  connection with the private
placement of Debentures, Pursuit issued compensation warrants (the "Compensation
Warrants")  to  the  Agents  to  purchase  an aggregate of 718,750 shares of our
common  stock at an exercise price of $1.60 with such warrants being exercisable
for  two  years  from  the  date  of issuance.  Approximately $11 million of the
proceeds  from  the  sale  of the Debentures were loaned by Pursuit to Nevoro to
facilitate  the  acquisition  of Apollo Gold, Inc., and the remaining amount was
used  to  fund  our operations, including the Montana Tunnels Mine pre-stripping
project.

     The  Plan of Arrangement involved the following steps, which were deemed to
have  occurred  in  the following order on June 25, 2002 (the "Effective Date"):

     (a)     the outstanding shares of Pursuit (the "Pursuit Shares") (excluding
any Pursuit Shares issued pursuant to the conversion of the Debentures or issued
upon  exercise  of  the  Compensation  Warrants) were consolidated (the "Pursuit
Share  Consolidation")  on  a  basis of one Pursuit Share for each 43.57 Pursuit
Shares  previously  held  by  the  Pursuit  shareholders;

     (b)     the  terms  of  each  of Pursuit's outstanding common share options
(the  "Pursuit Options") were amended to: (i)  consolidate the number of Pursuit
Shares  which  the holder of the Pursuit Option was entitled to acquire upon the
exercise  thereof  on  the  basis  of  one Pursuit Share for every 43.57 Pursuit
Shares  which  the Pursuit Option previously entitled the holder to acquire; and
(ii)  to  increase  the  purchase  price of the Pursuit Shares which the Pursuit
Option  entitled  the  holder  to  acquire by the amount stipulated by the terms
governing  such  Pursuit  Option  in  the  event of a consolidation in the share
capital  of  Pursuit;

     (c)     all  of  the  outstanding  Debentures  were  converted  into  the
underlying  Pursuit  Shares  and  common share purchase warrants of Pursuit (the
"Pursuit  Warrants")  in  accordance  with  their  terms;


                                                                               8
<PAGE>
     (d)     immediately  following  the Pursuit Share Consolidation, all of the
Pursuit  Shares  outstanding  on the Effective Date were exchanged for shares of
our  common  stock  on  the  basis of one share for each one Pursuit Share held;

     (e)     all  of  the  outstanding Pursuit Options (as amended in accordance
with  paragraph  (b)  above) were exchanged for options to acquire shares of our
common  stock  on  the  basis  of  one  option  for  each  Pursuit  Option held;

     (f)     all  Pursuit  Warrants  outstanding  on  the  Effective  Date  were
exchanged  for  warrants  to purchase shares of our common stock on the basis of
one  warrant  for  each  one  Pursuit  Warrant  held;

     (g)     all  Compensation  Warrants  outstanding on the Effective Date were
exchanged  for  warrants  to purchase shares of our common stock on the basis of
one  warrant  for  each  one  Compensation  Warrant  held;

     (h)     all  Nevoro  common  shares  outstanding on the Effective Date were
exchanged  for  an  aggregate  of  1,970,000  shares  of  our  common stock; and

     (i)     Pursuit  acquired  Nevoro  and the operations of Pursuit and Nevoro
were merged.

APOLLO  GOLD  CORPORATION

     The  following  chart  illustrates  our  operations and principal operating
subsidiaries,  their jurisdictions of incorporation and the percentages of their
voting  securities  beneficially  held  by  us  as  of  March  15,  2004.

<TABLE>
<CAPTION>
                                       Apollo Gold Corporation
                                          (Yukon Territory)
                                                  |
                                                100%
                                                  |
                                          Apollo Gold, Inc.
                                             (Delaware)
                                                  |
                                                  |
<S>                   <C>                <C>                 <C>                 <C>
      100%                  100%                100%                100%               100%
       |                     |                   |                   |                  |
--------------------------------------------------------------------------------------------------
       |                     |                   |                   |                  |
   Montana Tunnel        Florida Canyon     Apollo Gold         Standard Gold    Mine Development
    Mining, Inc.          Mining, Inc.     Exploration, Inc.     Mining, Inc.    Finance Company
 ("Montana, Inc.")     ("Florida, Inc.")     (Delaware)      ("Standard, Inc.")      ("MDFC")
    (Delaware)            (Delaware)                             (Delaware)         (Delaware)
</TABLE>


                                                                               9
<PAGE>

NOTES:

APOLLO  GOLD  CORPORATION:  American  Stock  Exchange  listed  and Toronto Stock
Exchange  listed  holding  company;  owns and operates the Black Fox development
Property.

APOLLO  GOLD,  INC.:  United  States  holding  company  employing  United States
corporate  officers  and  furnishes  corporate  services.

MONTANA,  INC.:  Owns  and  operates  the  Montana Tunnels Mine and Diamond Hill
Mine,  an  exploration  property.

FLORIDA,  INC.:  Owns  and  operates  the  Florida  Canyon  Mine.

APOLLO  GOLD  EXPLORATION, INC.:  Holds United States exploration land positions
not  tied  to  any  existing  operating  subsidiary.

STANDARD  GOLD  MINING,  INC.:  Owns  and operates the Standard Mine development
project.

MINE  DEVELOPMENT  FINANCE  COMPANY:  Provides  intercompany  loans  and  other
financial  services  to  affiliated  companies.

PRODUCTS

     Our  mines primarily produce gold but also yield quantities of silver, zinc
and  lead.  We  sell  gold and these other metals principally to custom smelters
and  metals  traders.  The  percentage  of  sales  contributed  by each class of
product  is  reflected  in  the  following  table:

                                    Periods


Product               2003         2002         2001         2000
------------          -----        -----        -----        -----

Gold                    79%          85%          67%          72%
Zinc                    13%          11%          20%          17%
Other metals             8%          04%          13%          11%


GOLD

     GOLD  PRODUCTION

     We produced 145,935 ounces of gold during the year ended December 31, 2003.
We  produced  148,173  ounces  of  gold in the year ended December 31, 2002, and
192,887 ounces and 259,863 ounces in the years ended December 31, 2001 and 2000,
respectively.  For  the year ended December 31, 2003, 70% of our gold production
came  from  our  Florida Canyon Mine, and 30% from our Montana Tunnels Mine.  In
2002, 82% of our gold production came from our Florida Canyon Mine, and 18% from
our Montana Tunnels Mine.  Approximately 63% of our gold production in 2001 came
from  our  Florida  Canyon  Mine  and the remaining 37% from our Montana Tunnels


                                                                              10
<PAGE>
Mine.  In  2000,  65%  of our gold production came from our Florida Canyon Mine,
and  35%  from  our  Montana  Tunnels  Mine.

     GOLD  USES

     Gold  is  used  for  two  primary purposes: product fabrication and bullion
investment.  Fabricated  gold  has  a  variety  of  end uses, including jewelry,
electronics,  dentistry,  industrial and decorative uses, medals, medallions and
official  coins.  Gold  investors  purchase  gold  bullion,  official  coins and
high-carat  jewelry.

     Most  of  our  revenue  is  derived  from  the  sale of refined gold in the
international  market.  However,  our end product is dore bars.  Because dore is
an  alloy  consisting  primarily  of  gold  but also containing silver and other
metals,  dore bars  are  sent  to  refiners  to  produce  bullion that meets the
required  market  standard of 99.95% pure gold.  Under the terms of our refining
contracts,  the  dore bars  are  refined for a fee, and our share of the refined
gold  and  the  separately  recovered  silver  is  paid  to  us.

     GOLD  SUPPLY

     The  worldwide  supply  of gold consists of a combination of new production
from  mining  and  existing  stocks  of  bullion  and  fabricated  gold  held by
governments,  financial  institutions,  industrial  organizations  and  private
individuals.

     GOLD  PRICES

     The  price  of  gold  is  affected  by numerous factors that are beyond our
control.  See  "Risk  Factors  -  Risks Relating to the Metals Mining Industry".

     The  following  table  presents  the annual high, low and average afternoon
fixing  prices  over  the  past  three  years,  for gold per ounce on the London
Bullion  Market:


Year          High            Low           Average
----          ----            ---           -------
2001         $ 293           $ 256           $ 271
2002         $ 348           $ 278           $ 310
2003         $ 417           $ 319           $ 363

SILVER  AND  OTHER  METALS

     SILVER.  We  produced  471,241  ounces  of  silver  during  the  year ended
December  31,  2003,  275,925  ounces  in  the year ended December 31, 2002, and
963,050  ounces  and  1,257,972  ounces in the years ended December 31, 2001 and
2000, respectively.  Our silver production is obtained from mining operations in
which  silver  is  not  our  principal  or primary product, but is produced as a
by-product  of  mining gold deposits.  For the year ended December 31, 2003, 13%
of  our  silver  production  came from our Florida Canyon Mine, and 87% from our
Montana  Tunnels Mine.  Approximately 74% of our silver production came from our
Montana  Tunnels  Mine and the remaining 26% from our Florida Canyon Mine in the
year  ended  December  31, 2002.  Silver has traditionally served as a medium of
exchange,  much  like gold.  While silver continues to be used for currency, the
principal  uses  of silver are for industrial uses, primarily for electrical and
electronic  components, photography, jewelry and silverware.  Silver's strength,
malleability,  ductility,  thermal  and  electrical conductivity, sensitivity to
light  and  ability  to  endure  extreme  changes in temperature combine to make


                                                                              11
<PAGE>
silver a widely used industrial metal.  Specifically, it is used in photography,
batteries,  computer  chips,  electrical contacts, and high technology printing.
Silver's anti-bacterial properties also make it valuable for use in medicine and
in  water  purification.

     OTHER  METALS.  Production  from the Montana Tunnels Mine also includes the
extraction,  processing  and  sale  of  zinc  and  lead  contained  in  sulfide
concentrates.  Due  to  its corrosion resisting property, zinc is used primarily
as  the  coating  in  galvanized  steel.  Galvanized  steel  is  widely  used in
construction of infrastructure, housing and office buildings.  In the automotive
industry, zinc is used for galvanizing and die-casting, and in the vulcanization
of  tires.  Smaller quantities of various forms of zinc are used in the chemical
and  pharmaceutical  industries,  including  fertilizers,  food  supplements and
cosmetics, and in specialty electronic applications such as satellite receivers.

     The  primary use of lead is in motor vehicle batteries, but it is also used
in  cable  sheathing, solder in printed wiring circuits, shot for ammunition and
alloying.  Lead  in  chemical  form  is  used  in  alloys,  glass  and plastics.

     The price of silver, lead and zinc is affected by numerous factors that are
beyond  our  control.  See  "Risk  Factors - Risks Relating to the Metals Mining
Industry".

     REFINING  PROCESS

     We  have agreements with Johnson Matthey to refine our gold dore to a final
finished  product.  Johnson  Matthey  receives  $0.50  for each ounce of gold it
refines, in addition to receiving a fee of 0.50% of the payable metal for silver
and  0.10%  of  the  payable  metal  for  gold.

     Our  lead  and  zinc  concentrates  are shipped to Teck Cominco Metals Ltd.
("Teck  Cominco") in British Columbia, Canada. Teck Cominco's smelter is located
in Trail, British Columbia, and is approximately five hours, via train, from the
Montana  Tunnels  Mine. In order to alleviate as much risk as possible regarding
the  smelting process, we have chosen to enter into a contract with Teck Cominco
until  March  2005. For further information see "Florida Canyon Mine and Montana
Tunnels  Mine."

ITEM  2.  PROPERTIES

MINING  PROPERTIES  AND  OPERATIONS

     Through our two wholly-owned subsidiaries, Florida, Inc. and Montana, Inc.,
we have two currently operating mines: the Florida Canyon Mine, a low grade heap
leach  gold  mine,  and  the  Montana  Tunnels  Mine,  a  gold  mine.

     The following table presents certain information regarding our metal mining
properties,  including the relative percentage each contributed to our sales for
the  year  ended  December  31,  2003:

<TABLE>
<CAPTION>
Name of                    Ownership   Percentage of
Property                    Interest     2003 Sales
-------------------------  ----------  --------------
<S>                        <C>         <C>
     Montana Tunnels Mine        100%             46%
     Florida Canyon Mine         100%             54%
</TABLE>


                                                                              12
<PAGE>
     Florida,  Inc.  and  Montana, Inc. land holdings are primarily divided into
two categories, unpatented mining claims and fee acreage/patented mining claims.

     Our  unpatented mining claims require annual filings with the United States
Bureau  of Land Management and the county where the claims are held.  A $100 per
claim  maintenance fee is paid to the United States Bureau of Land Management on
or  before  September  1 of each year.  An affidavit of notice of intent to hold
unpatented  mining  claims  and  notice  of  maintenance  fee payment in lieu of
assessment  work  is  filed  with the county recorder on or before November 1 of
each  year.  The  notices  and  fees  are  filed  and paid on a yearly basis and
currently  all  claims  are  in  good  standing.

     Fee  acreage/patented  mining claims are lands owned by us.  To the best of
our  knowledge, our owned patented claims have been legally located, documented,
recorded  and  maintained  in compliance with applicable state and federal laws,
and there are no violations of, or defaults under, any obligation of such lands.

     We  also  have various leases and agreements for small parcels of land.  To
our  knowledge, each lease is in full force and effect and valid and enforceable
in  accordance  with  its  terms.

GLOSSARY  OF  TERMS

     The  following  are  definitions  of  certain  abbreviations  used  in this
Business  section:

"AG"  means  silver.

"AU"  means  gold.

"AUEQ"  means  gold  equivalent.

"FE"  means  iron.

"FLOTATION"  means  a  concentration  process  selectively  attaching  valuable
minerals  to  air  bubbles  in  a  chemical  solution.

"GPM"  means  gallons  per  minute.

"ISO"  means  International  Standards  Organization.

"MA"  means  million  years  before  present.

"NPI" means net profit interest, a royalty based on the market value of the gold
produced  less  the  cost  of  refining  and  transportation.

"NSR"  means  net  smelter  return.

"ORE"  means  material  that  can  be  economically  mined  and  processed.

"OZ  AG/TON"  means  ounces  silver  per  short  ton  (oz/ton).


                                                                              13
<PAGE>
"OZ  AU/TON"  means  ounces  gold  per  short  ton  (oz/ton).

"PB"  means  lead.

"ROM"  means  run  of  mine  (leaching  of  uncrushed  materials).

"RQD"  means  rock  quality  designation.

"RC  OR  RVC"  means  reverse  circulation  drilling  method.

"STRIP  (OR  STRIPPING)  RATIO"  means  the tonnage of waste material removed to
allow  the  mining  of  one  ton  of  ore  in  an  open  pit.

"SULFIDE  ORE"  means  mineralization  contained  in  the  form  of  a  sulfide.

"T"  or  "TON"  means  short  ton.

"TPD"  means  short  tons  per  day.

"ZN"  means  zinc.

FLORIDA  CANYON  MINE

     The  Florida  Canyon  Mine  is owned and operated by Florida, Inc.  Florida
Canyon  Mine  is  a  low  grade,  open  pit,  heap  leach operation located near
Winnemucca,  Nevada.  Daily  production  totals  approximately  30,000  tons  of
crusher  ore  (ore  that  is  crushed  to  specified grades) and run-of-mine ore
(uncrushed  ore)  that  is  placed on a permanent leach pad for heap leaching to
recover  gold and silver.  The Florida Canyon Mine has operated since 1986.  For
the  year  ended December 31, 2003, a total of 8,625,912 tons containing 132,232
ounces  of  gold had been placed on the leach pad and 101,811 ounces of gold had
been  recovered.  Slightly  lower  amounts  of  silver have also been recovered.

     The  Standard  Mine  is  a development project located south of the Florida
Canyon  Mine  and is currently owned by Standard Gold Mining, Inc. Historically,
the  Standard  Mine project assets have been part of the Florida Canyon Mine and
therefore  the  production  and  other information in this Annual Report on Form
10-K  for  the  Florida Canyon Mine includes data for the Standard Mine project.
However,  in the fourth quarter of 2003 we transferred the Standard Mine project
assets  into  one  of  our wholly-owned subsidiaries, Standard Gold Mining, Inc.

     Location.  The  Florida  Canyon  Mine  is  located  about 42 miles south of
Winnemucca, Nevada, just off Interstate 80 at the Humboldt exit. The pits, waste
dumps,  and  facilities are located in sections 1, 2, 3, 10, 11, and 12 of T31N,
R33E  and  sections  34, 35 of T32N, R33E Mount Diablo Base & Meridian, Pershing
County,  Nevada.  The  approximate  location of the deposit is longitude 118 14'
and latitude 40 35'.  The Standard Mine Area is located approximately five miles
south  of  the  Florida  Canyon  Mine.

     Land  Area.  The  land  that we own, lease or control at the Florida Canyon
Mine  covers  a  total of 15,456 acres. Fee lands total 4,075.81 acres, while 19
patented  claims  total 359.9 acres. We also maintain 579 unpatented claims that
total 11,580 acres. The fee lands and patented claims and most of the unpatented


                                                                              14
<PAGE>
claims  have been surveyed.  Land lease and option payments and unpatented claim
maintenance  fees  total  $823,975 for 2002 and 2003, after which the total land
cost  drops to $115,900 annually.  The Florida Canyon Mine operating permit area
contains  5,522  acres.  We  have  disturbed  approximately 1,958 acres of land,
consisting  of 1,034 acres of public lands and 923 acres of fee (private) lands.
Mining  the  remaining  reserves  will  add 77 acres of disturbance, of which 24
acres  are public lands and 53 acres are private lands.    We expect approval in
late  June  2004 to mine the additional reserves.  The land that we own or lease
at the Standard Mine covers a total of 6,087 acres, and fee lands total 1,926.89
acres.  We  also  maintain  208  unpatented claims that total 4,160 acres at the
Standard  Mine.

     Production.  We  have  historically processed approximately 10 million tons
of  ore  annually  at  the Florida Canyon Mine.  Approximately 45% of the ore is
crushed  to  80%  passing 0.75 inch and 55% of the ore is run-of-mine ore placed
directly  on  the leach heap.  Production from the Florida Canyon Mine operation
is  summarized  in  Table  1.

     This  table  presents  data  from  the  Florida  Canyon Mine property.  All
production  is  subject  to  a  2.5%  net  smelter  return  (NSR)  royalty.

TABLE  1  FLORIDA  CANYON  PRODUCTION  HISTORY

<TABLE>
<CAPTION>
MINE
REPORT      CRUSHER REPORT               RUN OF MINE      TOTAL ORE (FROM CRUSHER REPORT)         WASTE
------  -------------------------  -----------------------  --------------------------  -------------------------------
YEAR    MINE      GRADE    GOLD    CRUSHER   GRADE   GOLD   RUN OF MINE GRADE   GOLD    TOTAL ORE GRADE   GOLD   TONS
        ORE TONS  OZ AU/T  OUNCES  ORE TONS  OZ AU/  OUNCES  ORE TONS  OZ AU/T  OUNCES   TONS   OZ AU/T  OUNCES  WASTE
         000'S             000'S    000'S     TONS   000'S    000'S     TONS    000'S   000'S    TONS    000'S   000'S
------  --------  -------  ------  --------  ------  ------  --------  -------  ------  ------  -------  ------  ------
<S>     <C>       <C>      <C>     <C>       <C>     <C>     <C>       <C>      <C>     <C>     <C>      <C>     <C>
1999       5,584   0.0262     146     5,441  0.0261     142     7,394   0.0123      91  12,835   0.0182     233   4,545
2000       4,596   0.0297     137     4,815  0.0299     144     5,702   0.0123      70  10,516   0.0203     214  12,676
2001       3,593   0.0208      75     3,719  0.0207      77     6,035   0.0116      70   9,754   0.0151     147  15,808
2002       4,368   0.0228     100     4,221  0.0229      97     4,098   0.0119      49   8,319   0.0175     146  13,566
2003       3,804   0.0203      77     2,806  0.0203      77     4,822   0.0114      55   8,625   0.0153     132  11,079
------  --------  -------  ------  --------  ------  ------  --------  -------  ------  ------  -------  ------  ------
TOTALS    21,945   0.0244     535    22,022  0.0244     537    28,051   0.0119     335  50,049   0.0174     872  57,674
</TABLE>

     Mining Claim Description.  Mining operations and facilities are on Sections
1,  2, 3, 10, 11, and 12 of T31N, R33E, Mount Diablo Base and Meridian, Pershing
County,  Nevada.  The  mineralization  and  facilities  extend  to  the north in
Sections  34 and 35 of T32N, R33E, Mount Diablo Base and Meridian.  Usually only
36  sections  are in each township, however, in T31N, R33E, Sections 37, 38, and
39  are  included  due to old government surveying problems leaving gaps between
the  normal  sections.

     Agreements  and  Encumbrances.  All  current reserves at the Florida Canyon
Mine  deposit  are  subject to a 2.5% net smelter return royalty.  Other Florida
Canyon  Mine  property  is  subject  to  royalties  shown  in  Table  2.

TABLE  2  ROYALTY  AGREEMENTS

<TABLE>
<CAPTION>
<S>                           <C>
Ranleigh International Corp.   2.5% NSR  +8 Square Mile Area Centered on Florida Canyon
                               Mine
Asarco, McCullough             2.0% NPI NE1/4 of NE1/4 Section 11 T31N R33E
Hall                           2.5% NSR Madre & Calaveras Patented Claims, Sections 2 &12
                               T31N, R33E
Muller Investments             1.0% NSR NE1/4 of NW1.4; S1/2 of NW1/4, Section 1 T30N
                               R33E
</TABLE>

     We  have  paid royalties of $898,104, $508,000 and $0, respectively, in the
years  ended  December  31,  2003,  2002  and  2001.


                                                                              15
<PAGE>
     The  annual  holding  costs  of  Florida Canyon Mine, exclusive of property
taxes,  are  shown  in  Table  3.


                                                                              16
<PAGE>
TABLE  3  FLORIDA,  INC.  &  STANDARD  GOLD  MINING,  INC.  LAND  HOLDING  COSTS

<TABLE>
<CAPTION>
PROPERTY                  2002      2003    ANNUAL AFTER 2003   ROYALTY
----------------------  --------  --------  ------------------  --------
<S>                     <C>       <C>       <C>                 <C>
Hanna Hall              $  7,200  $  7,200  $            7,200  2.5% NSR
Asarco                  $ 10,000  $ 10,000  $           10,000  1.0% NPI
Herbert McCullough                                              1.0% NPI
Ranleigh International                                          2.5% NSR
Campbell                $ 40,000  $471,175
Campbell                $ 54,000  $110,000
Rex Resources           $  6,000  $ 11,000
Muller Investments      $ 20,000  $ 20,000  $           20,000    1% NSR
Unpatented Claims       $ 55,100  $ 78,700  $           78,700
TOTALS                  $192,300  $708,075  $          115,900
</TABLE>

     Mine  equipment  at  our  Florida  Canyon  Mine  is  held under installment
purchase  agreements  and  capital  leases  with  Caterpillar Financial Services
Corporation  and  a capital lease with ATEL Equipment Leasing. The total initial
purchase  price  of  mine  equipment  was  approximately  $34.72  million. As of
February  29,  2004,  the  balance  owed  was  approximately  $4.56  million.

     At February 29, 2004, the net book value of the Florida Canyon Mine and its
associated  plant  and  equipment  was  approximately  $9.55  million.

     Environmental  Liabilities.  The Florida Canyon Mine has been in continuous
operation  since  1986.  The  original permit to operate was granted by the U.S.
Bureau  of  Land  Management  ("BLM") and the Nevada Department of Environmental
Protection  ("NDEP")  Reclamation  Permit  126.  The  remaining reserves are the
subject  of  the  17 sequentially numbered amendments to the Florida Canyon Mine
operating plan. The current permit area encompasses approximately 5,522 acres of
privately  owned Florida, Inc. lands and BLM-administered public lands. The 17th
amendment  ("APO  17")  did  not  propose  any new disturbance; however, overall
authorized disturbance within the permit area was reduced by 5.9 acres. Florida,
Inc.'s  existing and approved operations comprise a total of 1,957.5 disturbance
acres  consisting of 1,034.1 acres of disturbance on public land administered by
the  BLM,  and approximately 923.4 acres of disturbance on private land. An 18th
amendment  ("APO  18")  was  submitted in December 2003 seeking approval to mine
additional  reserves  identified  in  the  Switchback  Pit  area  and expand the
existing  heap leach pad to accommodate approximately 20 million tons of ore. An
environmental  assessment  is  currently  being  prepared  by  a  third-party
contractor.  Any  development  of  additional  reserves  will require additional
amendments.

     We  are  required  to  maintain  reclamation  bonds  covering  the costs of
reclaiming  all  disturbances  at  our  mines  as  established  by  regulatory
authorities from time to time.  Bonding requirements for the Florida Canyon Mine
were  met  by  the  following  bond  instruments:


                                                                              17
<PAGE>
<TABLE>
<CAPTION>

TYPE OF BONDING                                                   PENAL SUM AS AT YEAR END
---------------------------------------------------------------  -------------  ------------
                                                                     2002           2003
                                                                 -------------  ------------
<S>                                                              <C>            <C>
Unsecured surety bond issued by Safeco and subject to the final
judgment described below:                                        $  16,936,130  $ 16,936,130
---------------------------------------------------------------  -------------  ------------
Unsecured surety bond issued by Safeco pursuant to the
"Montana Settlement Agreement" described below:                  $     520,000  $    520,000
---------------------------------------------------------------  -------------  ------------
Personal bond secured by irrevocable stand-by letter of credit
issued by Washington Mutual Bank:                                $   3,537,745  $  3,703,149
---------------------------------------------------------------  -------------  ------------
TOTAL BONDING REQUIREMENT MET:                                   $  20,993,875  $ 21,159,279
---------------------------------------------------------------  -------------  ------------
</TABLE>

     The  first two reclamation bonds totaling $17,456,130 were issued by Safeco
Insurance  Company  of  America ("Safeco").  In 1999, Safeco cancelled the first
bond  in  the  amount  of  $16,936,130;  however, prior to the effective date of
cancellation,  the  U.S.  District  Court  for  the District of Nevada entered a
declaratory  judgment  holding  that  Safeco's  cancellation does not affect the
BLM's right to treat the bond as remaining "outstanding" as part of the required
bonding  for  the  Florida Canyon Mine and that ongoing mining under our plan of
operation  does  not  affect  Safeco's  obligations under the bond upon eventual
completion  of  mining.  In  reliance  on  that  judgment,  BLM  has counted the
cancelled  Safeco  bond towards satisfaction of our bonding requirements and has
permitted us to continue to mine both inside and outside the area covered by the
cancelled  Safeco  bond.  On  May  29,  2003,  a  not-for-publication memorandum
decision  was  delivered  by  a  three-judge panel of the Ninth Circuit Court of
Appeals affirming the U.S. District Court judgment in our favor.  Safeco did not
file  notice of any further appeal within the period permitted, and the District
Court  judgment has become final.  A more complete description of the litigation
among Safeco, the United States, the State of Nevada, and us with respect to the
cancelled  Safeco  bond is included below under "Legal Proceedings".  In view of
Safeco's  cancellation  of the bond, Safeco has not invoiced us for, and we have
not  paid,  any  premium  on,  the  cancelled Safeco bond since August 15, 1999.
Safeco's  future  intention  with  respect  to  the cancelled bond is not known.

     The  unsecured  Safeco-issued bond in the amount of $16,936,130 covers only
disturbances  within  the  area  disturbed  as  of  August 15, 1999, and further
disturbances within that area.  The second Safeco bond in the amount of $520,000
carries  an annual bond premium of $6,500. Safeco issued that bond in 2001 under
a  settlement  agreement  preventing cancellation until May 1, 2003.  Safeco has
extended  the $520,000 bond to May 1, 2004, and has advised that it will further
extend  the  bond  to May 1, 2005.  That bond was furnished by Safeco as part of
its  obligations  under  the  settlement  agreement resolving related litigation
involving  Safeco,  Diamond  Hill,  Inc.,  the  United  States, and the State of
Montana  as  more  completely  described  below  under "Legal Proceedings".  The
$520,000  Safeco  bond  covers  all  disturbances within the Florida Canyon Mine
site's  area  of  operations.

     The  $3,527,270  personal  bond  issued  to  Florida, Inc. is secured by an
irrevocable  stand-by  letter  of credit in the same amount issued by Washington
Mutual  Bank  for  the  benefit  of  BLM.  We are required to maintain a deposit
account  pledged to Washington Mutual Bank equal to 100% of the amount available
for  drawing  under  the  letter  of  credit  to secure Washington Mutual Bank's
obligations  under  the  letter  of credit.  We pay annual letter of credit fees
equal  to  1.5% of the face amount of the letter of credit.  We earn interest on
the  pledged  deposit  account at the rate established by Washington Mutual Bank
from  time  to  time.


                                                                              18
<PAGE>
     We  have  not  yet  made  arrangements  for  meeting  increased  bonding
requirements  likely  to  be  imposed  in  connection  with mine expansion plans
scheduled  for  2004.

     The bonding requirements for the Standard Mine development project were met
by  the  following  bond  instruments:

<TABLE>
<CAPTION>

TYPE OF BONDING                                                   PENAL SUM AS AT YEAR END
--------------------------------------------------------------  ---------------------------
SECURITY                                                            2002           2003
--------------------------------------------------------------  -------------  ------------
<S>                                                             <C>            <C>
Personal bond secured by irrevocable stand-by letter of credit
issued by Washington Mutual Bank:                               $      96,410  $     96,410
--------------------------------------------------------------  -------------  ------------
Personal bond secured by pledge of deposit account maintained
with Washington Mutual Bank:                                    $       8,500  $      8,500
--------------------------------------------------------------  -------------  ------------
REQUIREMENT MET:                                                $     104,910  $    104,910
--------------------------------------------------------------  -------------  ------------
</TABLE>

     The  $96,410  personal bond is secured by an irrevocable stand-by letter of
credit  in  the  same amount issued by Washington Mutual Bank for the benefit of
BLM.  We are required to maintain a deposit account pledged to Washington Mutual
Bank  equal  to  100%  of  the amount available for drawing to secure Washington
Mutual  Bank's  obligations under the letter of credit.  We pay annual letter of
credit  fees  equal to 2.0% of the face amount of the letter of credit.  We earn
interest  on  the  pledged deposit account at the rate established by Washington
Mutual  Bank  from  time to time.  The $8,500 personal bond is secured by direct
pledge  to BLM of a certificate of deposit equal to 100% of the penal sum of the
bond.  We  do  not pay any fees.  We earn interest on the pledged certificate of
deposit at the rate established by Washington Mutual Bank from time to time.  We
intend  to  substitute Standard, Inc. for Florida, Inc. as bond principal on all
bonding  for the Standard Mine area.  The bonding requirement will increase by a
material amount upon approval of the Standard Mine area permit applications that
are  currently  pending  prior to commencement of mining scheduled for 2004.  We
have  not  yet  arranged  for  issuance  of  bonding to cover mining operations.

     Like  all  mine  operators,  we  always face the risk of redetermination of
bonding requirements as a result of changes in regulatory agency assumptions and
methodology  used  to  establish  bonding  requirements,  and  there  can  be no
assurance  that  our  bond  requirements  will  remain  the  same.

     As  of  December 31, 2003, we estimate accrued closure costs at the Florida
Canyon  Mine  to  be an aggregate of $12.5 million (including severance costs of
$1.6  million),  of  which  $1.0  million  has already been completed. Following
approval  of  APO  18,  internal  closure  costs  are  estimated  to increase to
approximately  $15.1  million,  of which $2.0 million will be completed in 2004.
The  $15.1  million post-APO 18 closure costs do not include employee severance.

     Florida  Canyon  Mine  and  Standard Mine Area Geology.  The Florida Canyon
Mine  and  Standard  Mine  Area  deposits  are  situated  in the Basin and Range
physiographic  province  of  northwestern  Nevada,  typified  by  a  series  of
northward-trending elongated mountain ranges separated by alluvial valleys.  The
deposits  are  located  in the Humboldt Range, which is formed by north-trending
folding  and  faulting.

     The Florida Canyon and Standard Mine Area are dominated by a major regional
structural  zone,  termed  the  Humboldt Structural Zone, which is a 200 km wide
northeasterly-trending  structural  zone with left-lateral strike slip movement.
Permo-Triassic  rocks  of  the Rochester Rhyolite, Prida Formation, Natchez Pass
Formation,  and  Grass  Valley  Formation  are all exposed in the Florida Canyon


                                                                              19
<PAGE>
area.  The  Humboldt  City  Thrust  separates  the Natchez Pass and Grass Valley
formations  from the underlying Prida Formation. There is a strong N30 degrees E
to  N50  degrees  E  structural  fabric prevalent in and adjacent to the Florida
Canyon  Mine and Standard Mine deposits, as evidenced by the alignment of quartz
veining,  shear  zones,  and  well-developed  joint  sets.

     Mineralization  at  the  Florida  Canyon  Mine  consists of native gold and
electrum,  an  alloy  of  gold  and  silver associated with quartz, iron oxides,
pyrite,  marcasite,  and  arsenopyrite.  Quartz  is  the  major  gangue mineral.
Secondary minerals identified in the Florida Canyon Mine deposits include gypsum
(likely  remobilized  from  the Grass Valley Formation), alunite, barite, native
sulfur,  calcite,  dolomite,  anhydrite,  pyrargyrite, pyrrhotite, and stibnite.

     Gold  mineralization  at  the  Standard Mine Area deposits also consists of
native  gold  and  electrum  generally  associated  with  silicification  and
argillization  at  the contact between Grass Valley argillite and the underlying
Natchez  Pass  limestone.

     Florida  Canyon  Mine  and  Standard  Mine Area Drilling and Sampling.  The
Florida  Canyon  Mine  property  is  situated  in  the  Imlay Mining District in
Pershing  County, Nevada.  Historically, the only significant gold production in
the  area  came  from  the  Standard Mine between 1939 to 1942 and 1946 to 1949.
Modern  exploration  at Florida Canyon Mine began in 1969.  It has been explored
by  five  different  mining  and  exploration  companies. Table 4 summarizes the
drilling on the Florida Canyon Mine property between 1969 and December 31, 2003,
which  totals over 1.9 million feet in 4,476 drill holes; this also includes 857
holes  totaling  240,139  feet  that  were  drilled  in  the Standard Mine Area.

TABLE  4  FLORIDA  CANYON  MINE  AND  STANDARD  MINE DRILL HOLE DATABASE SUMMARY

<TABLE>
<CAPTION>
(Florida  Canyon  Mine  Area  Drilling)

DRILL TYPE                     NUMBER OF HOLES   FOOTAGE
                               ---------------  ---------
<S>                            <C>              <C>
Core                                        55     34,522
Reverse Circulation & Rotary             3,561  1,598,052
TOTAL                                    3,616  1,632,574
Number of Samples    299,304

(Standard Mine Area Drilling)

DRILL TYPE                     NUMBER OF HOLES  FOOTAGE
                               ---------------  ---------
Core                                        11      1,983
Reverse Circulation & Rotary               842    237,005
TOTAL                                      853    238,988
Number of Samples     43,892
</TABLE>

     The  reverse  circulation  drilling  we have completed is done wet from the
surface,  with  a  10  to  15  lb  sample  collected from a wet rotary splitter.
American  Assay Labs of Sparks, Nevada completed most of the analyses of Florida
Canyon  drill  hole samples. Gold analysis is by standard fire assay with either
atomic  absorption  or  gravimetric  finish.


                                                                              20
<PAGE>
     About  10%  of  the  drill  samples  we  have  completed  were  analyzed in
duplicate.  Mine  Development  Associates,  an  independent mining testing firm,
examined  the  checked  assay  data  which  showed  good correlation between the
original  and  duplicate  data.  In  addition to internal checks, American Assay
continually  monitors the laboratory performance of our independent consultants.

     Drill  Hole  Spacing.  Measured oxide resources for the Florida Canyon Mine
are  classified  as  those  model  blocks  with at least three composites within
one-half  the  distance  of  the  variogram range; indicated resources are model
blocks  with at least two composites within the distance of the variogram range.

     The  drill  hole  spacing  at  Florida  Canyon  Mine and Standard Mine Area
approximates  a  100  foot grid.  The variogram range varies between 40 feet and
170  feet.  About  26%  of  the  oxide  resources  at  the  mines  are measured,
indicating  the  drill  spacing  is  within  of the variogram range, and 74% are
defined  as  indicated, indicating spacing more than of the variogram range, but
less  than  the  full range.  The variogram ranges at the Standard Mine Area are
between  30  feet and 210 feet and are generally slightly longer than the ranges
at  the Florida Canyon Mine.  At the Standard Mine Area approximately 54% of the
resources  are defined as measured. Kriging variance was used to define measured
and  indicated  materials  at  the  Standard  Mine  Area.

     Florida Canyon Mine Reserves.  The Florida Canyon Mine reserves include the
remaining  material  from several pits with prior mining and some new areas that
have not been mined.  The pits for the new areas were designed using Whittle pit
optimization at $400/ounce gold price to complete the design, and cut off grades
based  on  $350/ounce gold price to determine reserves.  Additional drilling was
conducted  in  2002 and 2003 in some of the new pit areas.  The areas with prior
mining  include  the  Brown  Derby,  Central, Jasperoid Hill and Main Extension,
while  new areas include Headwaters, Northeast Extension, and Radio Towers West.
The new areas are generally further up the slope of the Humboldt Range.  Table 5
summarizes Florida Canyon Mine and Standard Mine Project reserves as of December
31, 2003, which conform to the definitions ascribed by the Canadian Institute of
Mining, Metallurgy and Petroleum and guidelines adopted by CIM Counsil on August
20,  2000  and the United States Securities Exchange Commission Industry Guide 7
definitions  of  Proven  and  Probable  reserves.

TABLE  5  FLORIDA  CANYON  MINE  RESERVES

<TABLE>
<CAPTION>
                                      Tons     Grade   Ounces   Grade   Ounces
Area                                 000's    oz Au/t    Au    oz Ag/t    Ag
<S>                                 <C>       <C>      <C>     <C>      <C>
Florida Canyon Mine
  Proven  & Probable Reserves       23,874.1    0.016   374.4      NA        NA
  SUBTOTAL FLORIDA CANYON MINE      23,874.1    0.016   374.4      NA        NA

Standard Mine
  Proven & Probable Reserves        22,501.7    0.018   404.1     0.16  3,618.9
  SUBTOTAL STANDARD MINE            22,501.7    0.018   404.1     0.16  3,618.9

TOTAL PROVEN AND PROBABLE RESERVES  46,375.8    0.017   778.5     9.16  3,618.9
</TABLE>

Note:     Mine  Development  Associates  located  at  210 South Rock Blvd., Reno
Nevada  89052  is  an  independent mining engineering company, and completed its
review  of  our  reserve  estimates  in  February  2004.

     Florida  Canyon  Mine  and  Standard  Mine  Area  Mineralized Material. The
Florida  Canyon  Mine resources were modeled by our manager of exploration, with
supporting work and input from our engineering and geology staff. In addition to
a  gold  grade  model,  a  geologic/mineralogic  model was made to represent the


                                                                              21
<PAGE>
extent  of  each  alteration/lithologic  group  recognized at the Florida Canyon
Mine.

     Grade  population  domains  were  used  to  restrict high-grade assays from
smearing  into lower grade domains.  Domain boundaries that corresponded to each
of  the four gold composite populations were drawn on 20 feet spaced bench maps;
these  hard  boundary  polygons were used to code the drill composites and model
blocks  to  each  particular  domain  and  constrain  the  estimate.  We  used a
multi-pass  technique  to estimate block grades starting with measured resources
and ending with inferred material.  Block grades were estimated by a combination
of  ordinary  kriging  and  inverse  distance  techniques.

     All  of our mine pits have been developed from optimized pits based only on
mineralized  material.  All  of  the  pits are based on designed pit slopes with
ramps, with the exception of the Star pit at our Standard Mine area. Most of our
Standard  Mine  Area pits are side hill access, are not deep, and do not require
an  in-pit  ramp  system.

     Florida Canyon Mine Operations.  The Florida Canyon Mine generally operates
two  10-hour  shifts  per  day,  six days per week.  Generally, several pits are
mined  at  the  same time.  All equipment utilized at the Florida Canyon Mine is
leased  or  owned,  and  is  in  good  working condition.  Ore grade material is
transported  to  the run of mine heap or the crusher stockpile.  The run of mine
material  generally  grades between 0.006 and 0.018 ounces of gold per short ton
(oz/ton),  however, the actual cut off grade is dependent on rock and alteration
type.  This  material  is  dumped  on  the pad by 85-ton to 150-ton trucks, then
bulldozed  prior  to  leaching.  The  higher-grade  material  is  crushed to 80%
passing  0.75  inch  and  transported  to the pad by a radial stacking conveyor.

     Material  is  leached  in three stages by drip systems, each applying 4,000
gallons  per minute of leach solution to the heap.  The first stage continues to
leach  older  ore.  The  second  stage  may  leach  younger  ore  or run-of-mine
materials.  The  third  stage  leaches the most recently crushed material on the
pad.  In  this  fashion,  the  grade  of the leach solution builds as it travels
through  each  stage.  After  the  leach solution has traveled through all three
stages,  the  solution  is  stored  in  the  pregnant  solution  pond.

     The pregnant leach solution is processed by absorbing the gold in the leach
solution  onto  activated  carbon.  This  is completed in one of the four carbon
absorption plants on the property, each with five leach tanks.  After the carbon
has  absorbed  sufficient  gold,  the  carbon  is  transported to the stripping,
regeneration,  and  refinery plant.  The carbon is stripped and the concentrated
gold  solution  is pumped through electrowinning cells, where the gold is plated
onto  cathodes  and  then refined into gold/silver dore bars. Most of the makeup
water  used  for  leaching comes from a geothermal source located near the plant
site.

     The  operation  uses a six- month recovery cycle to model gold recovery for
both run of mine and crushed materials.  Table 6 shows the expected recovery for
gold  over  the  six-month  period.


                                                                              22
<PAGE>
TABLE  6  FLORIDA  CANYON  MINE  HEAP  LEACH  RECOVERY  MODEL

<TABLE>
<CAPTION>
                   CUMULATIVE
         CRUSHED     CRUSHED      ROM      CUMULATIVE
MONTH   RECOVERY    RECOVERY   RECOVERY   ROM RECOVERY
-----  -----------  ---------  ---------  -------------
<S>    <C>          <C>        <C>        <C>
  1          13.4%      13.4%       4.1%           4.1%
  2          22.1%      35.5%      19.3%          23.4%
  3          21.2%      56.7%      18.6%          42.0%
  4          13.1%      69.8%      11.4%          53.4%
  5           4.6%      74.4%       4.1%          57.5%
</TABLE>

     Cutoff  Grade  Calculation.  The  internal cutoff grade calculation assumes
the  material  is already inside an optimum pit and must be mined.  The decision
is  where  to  send  the  material.  If  a  profit can be made by processing the
material  rather  than  sending it to the waste dump then the material should be
processed.  The  internal  cutoff grade calculation removes the mining cost from
the  cutoff  calculation.  A  $350 ounce gold price is used for the cutoff grade
calculation.  Set  forth  below  are  the  cutoff grades used for the respective
mines.

     For  our  Florida  Canyon Mine two types of ore are processed. Higher grade
material  is  sent  to the crusher and after crushing is placed on the heap. The
cutoff  grade  for  this  material ranges from 0.010 to 0.022 ounces of gold per
short  ton  depending  on location and type of rock. Material that is below this
cutoff  grade,  but above a grade of 0.005 to 0.008 ounces of gold per short ton
is  sent  to  the  heap without crushing, and termed run-of-mine (ROM) material.

     For  our  Standard Mine all material would be run of mine (ROM). The cutoff
grade for this material ranges from 0.005 to 0.006 ounces of gold per short ton.

MONTANA  TUNNELS  MINE

     Our  Montana  Tunnels  Mine,  owned  and  operated  by  Montana,  Inc., our
wholly-owned  subsidiary,  is  an  open pit gold mine located approximately five
miles  west  of  Jefferson  City, Montana, with gravity and flotation processing
facilities.  Operations  at  the  Montana  Tunnels  Mine  commenced  in  1987.

     Location.  The  Montana  Tunnels  Mine  is located about five miles west of
Jefferson  City,  Montana.  We  are  currently  operating  a  16,000-ton per day
flotation  plant  (upgraded  in  2003)  and  open  pit mine at the deposit.  The
Montana Tunnels Mine operation is located in the historic "Wickes-Corbin" mining
district.  Our  plan  involves mining inside the current open pit to extract the
remaining  reserves.  We  have  also  studied  alternates  for  future expansion
including underground mining and rerouting a creek to allow the pit to expand to
the  northwest.

     Land  Area.  We  own  or  lease  an  aggregate  of 5,023.2 acres in fee and
patented  lands at the Montana Tunnels Mine. The property consists of 136 wholly
or  partially  owned  patented  claims  (2,345.14  acres), three patented leased
claims (45.19 acres) expiring on March 19, 2004, and 2,632.87 acres of owned fee
lands.  All  patented  claims and fee lands have been surveyed. In addition, 213
unpatented  claims  are  maintained  (4,260  acres). We estimate that 90% of the
unpatented  claims have been surveyed. A number of claims outside the contiguous
mining  claims  and  fee  land  are  isolated.


                                                                              23
<PAGE>
     Production.  Production during 2003 was lower for the reasons stated below.
Approximately  15%  of  its  annual  gold  production  in  the  form of dore, an
unrefined  material  consisting of approximately 90% gold, which is then further
refined.  The  remainder of the Montana Tunnels Mine's production is in the form
of  zinc-gold  concentrate  and  a  lead-gold  concentrate. The concentrates are
shipped  to  a  smelter,  and  after smelting charges, we are paid for the metal
content.  The  Montana  Tunnels  Mine  was idle for approximately four months in
2002,  while  we  removed  waste  rock  at  the Mine under our Phase I stripping
program.  Limited production resumed in October 2002, and full production on the
K-Pit  resumed  in  April  2003.  Since  that time, the Montana Tunnels Mine has
experienced  pit  wall problems that have resulted in significant changes to the
mine  plan,  including  an  accelerated Phase II stripping schedule to remove 10
million  tons  of  material  that slid off the southwest pit wall. We anticipate
completing  Phase II by mid-2004, which should provide a four-year mine life and
a  return to the historical gold production levels. We have all permits in place
to  complete  this  development.

     The  following  table sets forth annual production levels for gold, silver,
lead  and  zinc  at  the  Montana  Tunnels  Mine  since  1999:

TABLE  7  MONTANA  TUNNELS  MINE  PRODUCTION  HISTORY

<TABLE>
<CAPTION>
YEAR    MILLION    AU     OZ AU      AG      OZ AG    PB    TONS PB   ZN    TONS
          TONS   OZ AU/T           OZ AG/T   000'S     %     000'S     %     ZN
------  -------  ------  -------  -------  -------  -----  -------  -----  -----
<S>     <C>      <C>     <C>      <C>      <C>      <C>    <C>      <C>    <C>
1999      5,076  0.0173     88.0     0.22  1,120.2   0.20     10.2   0.62   31.3
2000      5,384  0.0143     77.0     0.37  2,003.7   0.17      9.4   0.47   25.5
2001      5,424  0.0168     91.2     0.28  1,510.9   0.18      9.9   0.55   30.1
2002      2,881  0.0156     44.9     0.24    685.6   0.17      4.9   0.47   13.5
2003      4,663  0.0156     72.7     0.21    979.2   0.20      9.3   0.44   20.5
Totals   23,428  0.0159    373.8     0.27  6,299.6   0.19     43.7   0.51  120.9
</TABLE>

     Mining Claim Description.  The Montana Tunnels Mine is located in Section 8
of  Township 7 North, Range 4 West, while the permit boundary covers portions of
Section  4,  5,  8,  9, 15, 16, 17, and 20. Mining claims that cover the pit are
listed  in  Table  8.  About  half  of Section 8 lands are our owned fee lands.

TABLE  8  CLAIMS  COVERING  MONTANA  TUNNELS  MINE

<TABLE>
<CAPTION>

PATENTED CLAIMS        MINERAL SURVEY  UNPATENTED CLAIMS
---------------------  --------------  -----------------
<S>                    <C>             <C>
Geraldine C                      9184       MF 1
P.Q.C.                           9184       F 14
Montana                          9184       F 15
General Harris                   2038
Black Rock No. 2                 9184
Black Rock No. 3                 8940
D.E.D.                           9184
Placer                            258
Anna                             8940
</TABLE>

     Agreements and Encumbrances.  None of the Montana Tunnels Mine reserves are
subject  to  royalties,  but  we  do  have  three  leased  claims  that  contain
mineralization  which  will  be  subject to a 4.5% net smelter return royalty if


                                                                              24
<PAGE>
they  are  mined.  The  annual  holding  costs  of  Montana  Tunnels Mine lands,
exclusive  of  property  taxes,  total  $47,150  as  shown  in  Table  9.

TABLE  9  MONTANA,  INC.  LAND  HOLDING  COSTS

<TABLE>
<CAPTION>

MONTH DUE                     LESSOR                           TYPE           $AMOUNT
------------  ---------------------------------------  ---------------------  -------
<S>           <C>                                      <C>                    <C>
January       James Madison                            Easement               $ 5,000
March         MT Rail Link                             Lease Rental           $ 5,000
              Louis F. Hill/Fremont River Development  Advance Royalty        $10,300
August        U.S. Bureau of Land Management           Unpatented Claim Fees  $21,300
September     MT Department of Highways                Lease Rental           $   250
October       Fred L. Bell                             Water Use Agreement    $   300
November      Virginia & Pamela Bompart                Water Rights           $ 5,000
              Agreement
ANNUAL TOTAL                                                                  $47,150
</TABLE>

     Mine  equipment  at  the Montana Tunnels Mine is financed on an installment
note purchase basis with Caterpillar Financial Services, Inc. ("CAT Financial").
The  total  initial  purchase  price  of  mine  equipment was $15,265,256. As of
February  29,  2004,  the  balance  owed to CAT Financial was approximately $2.1
million.

     At  December  31,  2003,  the  net  book value of the Montana Tunnels Mine,
determined  in  accordance  with accounting principles generally accepted in the
United  States  ("US GAAP"), and its associated plant, equipment and capitalized
pre-stripping  costs  was  approximately  $17.8  million.

     Environmental  Liabilities.  In  1998,  the  citizens  of  Montana  passed
Initiative  I-137,  which  banned  cyanide  leach mining of gold and silver.  We
believe  Initiative  I-137 will have minimal, if any, impact on our mine located
in  Montana.  Although  we use cyanide in our leaching processes, the cyanide is
not  used  in  a  manner prohibited by Initiative I-137.  In addition, we have a
permit  to utilize cyanide in our leaching process at our Diamond Hill Mine.  As
of the date hereof, we are not aware of any other state or local regulation that
would  have  a  material  impact  on  our  operations.

     In  March  2002, the Montana Department of Environmental Quality approved a
minor  amendment  to the operating permit for the Montana tunnels Mine that will
allow  expansion  of the present pit to mine about 20 million tons of ore in our
K-Pit,  process  and  dispose  of  20  million tons of tailings (waste materials
removed  from  a  mining circuit after separation of the valuable minerals), and
mine and dispose of 30 million tons of waste rock. The permit allows raising the
tailings  embankment by about 40 feet, and mining the K-Pit. The permit boundary
contains  2,116  acres  with  permitted  disturbance totaling 1,176.4 acres. Our
current  tailings dam is permitted to accommodate tailings from the 19.6 million
ton combined ore reserved from Pits K and L, which are currently scheduled to be
mined  out  in  the second quarter of 2006. Further, if we receive approval from
the  Montana Department of Environmental Quality of our expansion plans, we plan
to  renew  a  phased lifting of our tailings dam to accommodate processing of an
additional  28.7  million ore tons which would result from such expansion plans.


                                                                              25
<PAGE>

     The  bonding  requirements  for  the  Montana  Tunnels Mine were met by the
following  bond  instruments:

<TABLE>
<CAPTION>
TYPE OF BONDING                                                PENAL SUM AS AT YEAR END
-----------------------------------------------------------  ---------------------------
                                                                 2002           2003
                                                             -------------  ------------
<S>                                                          <C>            <C>
Partially secured surety bond issued by CNA pursuant to the
Term Bonding Agreement described immediately below:          $  14,987,688  $ 14,987,688
-----------------------------------------------------------  -------------  ------------
Cash bond posted directly with the State of Montana:                     0       128,697
-----------------------------------------------------------  -------------  ------------
Real estate bond posted directly with State of Montana:                  0       296,912
-----------------------------------------------------------  -------------  ------------
TOTAL REQUIREMENT MET:                                       $  14,987,688  $ 15,413,297
-----------------------------------------------------------  -------------  ------------
</TABLE>

     National Fire Insurance Company of Hartford, a unit of Continental Casualty
Company  ("CNA"),  provides $14,987,688 of the total reclamation bonding for the
Montana  Tunnels  Mine plan of operations at a deferred bond premium cost of $14
per $1,000 of bonding under a Term Bonding Agreement dated as of August 1, 2002.
Under that agreement: (i) CNA is committed to furnish $14,987,688 in bonding for
a  15-year  term  ending July 31, 2017; (ii) Montana, Inc. has agreed to deposit
$75,000  each month (to be adjusted periodically according to our sales price of
gold)  into  a  collateral trust account established for CNA's benefit to secure
Montana  Tunnel  Mine's  reimbursement obligations to CNA until the value of the
collateral  trust account is equal to the outstanding penal sum of the CNA bond;
(iii)  Apollo  Gold  Corporation and Apollo Gold, Inc., have guaranteed Montana,
Inc.'s  obligations  to  CNA  under  the  agreement;  (iv) payment of premium is
deferred without interest until the value of the collateral trust account equals
the  then-outstanding  penal  sum  of  the  CNA  bond; and (v) Montana, Inc. may
terminate  the  agreement  at  any  time  by obtaining a release of the CNA bond
either through posting a substitute bond with the State of Montana or otherwise,
at  which  time all property held in the collateral trust account will revert to
Montana,  Inc.'s  sole  ownership. As of December 31, 2003, the collateral trust
account  held  $1,827,981.  As an incidental benefit, the Term Bonding Agreement
also  provides  for  an  exploration  surety bond with a penal sum of $53,186 to
secure  reclamation  of  exploration  disturbances  outside  the Montana Tunnels
Mine's  permit boundary for the same 15-year term secured by the same collateral
trust  account.

     The  $128,697  in  cash bond posted directly with the State of Montana does
not  require payment of any fees.  However, interest accrues on cash balances at
a  short-term  rate  established  by  the  State  of  Montana from time to time.

     The  $296,912 in real estate bonding is established by a bonding instrument
recorded  in  the  real  estate  records  of  Jefferson  County, Montana.  As of
December  31,  2003,  real  property  having an appraised value of approximately
$422,500  was  encumbered  in  order  to  meet the $296,912 bonding requirement.
There  are no on-going fees associated with the posting of the real estate bond.
The real estate bond is in substance a mortgage, creating a security interest in
the encumbered properties, and does not interfere with ongoing beneficial use of
the  encumbered  properties  by  Montana,  Inc.,  or  its  lessees.

     Bonding  requirements are subject to adjustment by the State of Montana for
various  reasons  from time to time. As noted above, the bonding requirement for
the  Montana  Tunnels  Mine  increased  from $14,987,688 to $15,413,297 over the
course  of  2003.  As of March 21, 2004, the bonding requirement is scheduled to
increase  to  $15,888,955.


                                                                              26
<PAGE>
     The  Environmental  Management  Bureau  of  the  Montana  Department  of
Environmental  Quality  is  required  to  inspect  the  site twice each year for
compliance,  with  a  written  report  required  for  each  visit.  The  Montana
Department  of  Environmental  Quality Air Quality Bureau is required to inspect
the  site  a  minimum of once per year to review emissions.  Other environmental
inspections completed by regulatory agencies over the past several years include
hazardous  waste  compliance,  Water  Quality Bureau permit inspections, Nuclear
Regulatory  Commission  inspection  for  nuclear  gauges  and the U.S. Bureau of
Alcohol,  Tobacco,  and Firearms inspections for mining explosives.  No material
notices of violation or non-compliance have been received from any agency as the
result  of  a  site  inspection.

     We  have developed closure plans for the Montana Tunnels Mine and currently
estimate  the  present value of the cost of closure, as of December 31, 2003, to
total  approximately  $7.6  million,  plus severance costs of approximately $1.5
million.  We  currently  believe  that cleanup of this site will commence during
2010.

     Montana Tunnels Mine Geology. The Montana Tunnels Mine deposit is hosted in
the central part of the Montana Tunnels Mine diatreme, an upward-sloping passage
forced  through sedimentary rock by volcanic activity.  The Montana Tunnels Mine
diatreme  is  a  heterolithic breccia, a conglomerate rock with sharp fragments,
that  is  matrix-rich,  characterized by a sand-size fragmented matrix of quartz
latitic  composition  surrounding  subangular  to  well-rounded  fragments  of
Cretaceous  Elkhorn  Mountains  Volcanics, Tertiary Lowland Creek Volcanics, and
clasts  derived  from  the  Cretaceous  Butte  Quartz  Monzonite  pluton.

     There  are  two main zones of mineralization in the Montana Tunnels Mine: a
central, pipe-like core of contiguous mineralization, and discontinuous zones of
mineralization  peripheral  to  the  core deposit, termed fringe mineralization.
The  core  of the deposit in plain view is oblong in shape and ranges from about
200  feet  to  1000  feet in width, and from 1400 to 2000 feet in length, with a
vertical  extent of at least 2000 feet.  The core zone strikes approximately N30
E  and  dips  steeply  (60  degrees  to  80  degrees)  to  the  northwest.

     Montana  Tunnels  Mine Drilling And Sampling.  As of December 31, 2003, the
Montana Tunnels Mine database contains 891 reverse circulation, rotary, core and
blasthole  drill  holes,  totaling  466,609 feet, that were drilled from the mid
1970s  to  the  present by numerous mining and exploration companies.  There are
48,279  drill  sample  intervals in the Montana Tunnels Mine database, each with
gold,  silver,  lead,  zinc, and calculated gold-equivalent values.  The Montana
Tunnels  Mine  drill  hole  database  is  summarized  in  Table  10:

TABLE  10  MONTANA  TUNNELS  MINE  DRILL  HOLE  DATABASE  SUMMARY

<TABLE>
<CAPTION>
DRILL TYPE           NUMBER OF HOLES  FOOTAGE
-------------------  ---------------  -------
<S>                  <C>              <C>
CORE                              95   63,184
REVERSE CIRCULATION              644  351,333
ROTARY                           140   51,372
BLASTHOLE                         12      720
-------------------  ---------------  -------
TOTAL                            891  466,609
</TABLE>

     Gold  is  analyzed  by  fire  assay methods with a duplicate assay for each
sample.  Silver,  lead,  and zinc are analyzed by atomic absorption spectroscopy
with  a  duplicate analysis once every 24 samples and are standard analyzed once
every  12  samples.  The  majority  of  drill samples are analyzed at our onsite
laboratory.  Comparison  of  gold  fire assay check samples indicate high sample


                                                                              27
<PAGE>
variance,  though  the  average  grade of the check sample datasets, as a whole,
agreed  closely.  There  is  good  correlation  between  silver,  lead, and zinc
duplicate  samples.

     The  Montana  Tunnels  Mine was idle for approximately four months in 2002,
while  we  made  preparations  to  begin  the removal of waste rock at the mine.
Limited  production  resumed  in  October 2002, and full production on the K-Pit
resumed  in  April  2003.  Since  that  time,  the  Montana  Tunnels  Mine  has
experienced  pit  wall problems that have resulted in significant changes to the
mine plan, including an accelerated stripping schedule to remove 10 million tons
of material that slid off the southwest pit wall.  The K-Pit should be completed
during  the  second  quarter of 2004.  In October 2003, a second waste stripping
project  ("Phase II") known as the L-Pit project was initiated, and we intend to
pre-strip  approximately  17  million tons of waste from the south and west high
walls  of  the  open  pit after which the L-Pit will supply about three years of
ore.  The final designed expansion at this time is the M-Pit, based on a $350/oz
gold  price  optimized  pit.

     Montana  Tunnels  Mine  Drill Hole Spacing.  The Montana Tunnels Mine drill
hole spacing is generally within the gold variogram range of 30 feet to 140 feet
in  the  core.  The core diatreme contains about 80% of the Montana Tunnels Mine
Measured  and  Indicated  Resources.  The  drill  hole  spacing in the fringe is
generally  wider  than  the  variogram  range  of 50 feet to 170 feet.  Measured
mineralization  is  defined  by those model blocks within one-half the variogram
range from the nearest composite.  About 57% of the model blocks above the 0.016
ounces  AU  EQ/T  cutoff grade have the closest composite within one half of the
variogram  range.  Indicated  resources  are  model  blocks  with  the  closest
composite  within  the average variogram range, which are about 43% of the model
blocks  above  the  0.016  ounces  AU EQ/T cutoff grade. Montana, Inc. considers
material  beyond  the variogram range and within three times the variogram range
to  be  inferred.  We use an estimate of three times the variogram range because
the  core  of  the  diatreme is generally known to almost always be mineralized.

     Montana  Tunnels  Mine  Reserves.  The  reserves  reported  for the Montana
Tunnels  Mine  deposit  conform  to  the  definitions  ascribed  by the Canadian
Institute  of  Mining,  Metallurgy  and  Petroleum and guidelines adopted by CIM
Council  on  August 20,2000 and the United States Securities Exchange Commission
Industry  Guide  7  definitions  of  Proven  and Probable Reserves.  The Montana
Tunnels  Mine  reserves  as  of  December  31,  2003  are  made  up of three pit
expansions.  The  first  expansion  is the material remaining in the current pit
expansion ("K22A"), which is scheduled to be mined out during the second quarter
of  2004.

     The  second  pit  expansion of the Montana Tunnels Mine reserves is the L8B
pit  expansion,  resulting  from  a  redesign of the current pit ramp system and
steeper  pit slopes below the 5,000 feet elevation.  The initial waste stripping
from  this  expansion  is nearly completed and is scheduled to supply all of the
mill  feed  material  for  the next three years, until the M2 Pit can supply the
remaining  ore.

     The  third  and  potentially final pit phase is the M2 Pit.  Mining permits
have  not  been  received  for  the  M2  expansion;  however,  we  have  been in
discussions  regarding the expansion over the past two years and expect to apply
for  the  necessary permits during the second quarter of 2004.  A portion of the
material  contained  in  the  low-grade  stockpile  is  included  in the reserve
tabulation.  Montana  Tunnels  Mine  reserves  as  of  December  31,  2003  are
summarized  in  Table  11.  The  reserves  were calculated using metal prices of
$350/ounce  gold,  $5.50/ounce  silver,  $0.45/lb  zinc,  and  $0.30/lb  lead.


                                                                              28
<PAGE>
<TABLE>
<CAPTION>
TABLE 11 MONTANA TUNNELS MINE RESERVES (1)

                            RESERVES                                             CONTAINED MATERIALS

  PIT                                TONS                                      GOLD     SILVER    TONS    TONS
 PHASE           CLASSIFICATION     000'S    OZ AU/T  OZ AG/T  % PB   % ZN   OZ 000'S  OZ 000'S    PB      ZN
--------------  -----------------  --------  -------  -------  -----  -----  --------  --------  ------  -------
<S>             <C>                <C>       <C>      <C>      <C>    <C>    <C>       <C>       <C>     <C>
K22A            Proven              1,685.8    0.013    0.170  0.187  0.578      21.5     287.3   3,155    9,748
L8C             Proven             15,691.1    0.016    0.189  0.206  0.554     244.9   2,969.2  32,264   86,988
M2              Proven*
Mill Stockpile  Proven                138.0    0.011    0.150  0.200  0.480       1.5      20.7     276      662
--------------  -----------------  --------  -------  -------  -----  -----  --------  --------  ------  -------

TOTAL           PROVEN             17,514.8    0.015    0.187  0.204  0.556     267.9   3,277.1  35,695   97,399
--------------  -----------------  --------  -------  -------  -----  -----  --------  --------  ------  -------

K22A            Probable               24.1    0.018    0.178  0.208  0.642       0.4       4.3      50      155
L8C             Probable            1,413.9    0.015    0.259  0.172  0.439      21.3     365.7   2,436    6,206
M2              Probable*          15,893.7    0.017    0.237  0.171  0.585     263.8   3,766.3  27,112   93,049
M2              Probable            8,319.8    0.017    0.228  0.168  0.611     139.1   1,897.5  13,936   50,834
--------------  -----------------  --------  -------  -------  -----  -----  --------  --------  ------  -------

TOTAL           PROBABLE           25,651.4    0.017    0.235  0.170  0.586     424.6   6,033.7  43,534  150,244
--------------  -----------------  --------  -------  -------  -----  -----  --------  --------  ------  -------

TOTALS          PROVEN & PROBABLE  43,166.2    0.016    0.216  0.184  0.574     692.5   9,310.9  79,228  247,643
--------------  -----------------  --------  -------  -------  -----  -----  --------  --------  ------  -------
<FN>
* note meets proven classificaion criteria, however lowered to probable classification since all permits have
not yet been received
</TABLE>


Note:     1.  Mine Development Associates, located at 210 South Rock Blvd., Reno
Nevada  89052, is  an  independent mining engineering company, and completed its
review  of  our  reserve  estimates  in  February  2004.

     Montana Tunnels Mine Recovery Factors.  The reserves stated for the Montana
Tunnels  Mine  are an estimate of what can be economically and legally recovered
from the mine, and as such, incorporate losses for dilution and mining recovery.
Reconciliation  with actual production indicates the reserve estimates have been
accurately  predicting the material mined.  Some of the recovery factors for the
Montana  Tunnels  Mine  are  the  following:


<TABLE>
<CAPTION>
                                Ending
Item                   Units    Value
                      --------  ------
<S>            <C>    <C>       <C>
Gold  Price           $/oz  Au  $  350
Silver  Price         $/oz  Ag  $ 5.50
Lead  Price           $/lb  Pb  $ 0.30
Zinc  Price           $/lb  Zn  $ 0.45
Recovery-Au    82.5%
Recovery-Ag    74.8%
Recovery-Pb    87.0%
Recovery-Zn    85.2%
</TABLE>

     Montana  Tunnels  Mine Operations.  Open pit mining at Montana Tunnels Mine
is  conducted  with  an  equipment fleet either leased, owned or being purchased
under  installment  notes.  The  equipment  is  in  good working condition.  The
Montana  Tunnels  Mine  operates  two  12-hour  shifts,  seven  days  per  week.
Currently, mine production averages approximately 60,000 tons per day of ore and
waste,  of  which 15,000 tons per day of ore is shipped to the crusher stockpile
where  it  is  loaded into the crusher hopper for size reduction before entering
the  plant.  The plant uses a conventional flotation process to produce lead and
zinc  concentrates.  Gold  and silver are also recovered using a gravity circuit
and  refined  at  the  plant  to produce a dore.  Flotation is a process used to
concentrate the grade of the sulfide ore material to allow the economic shipment


                                                                              29
<PAGE>
of  higher  grade  material  to a smelter.  The flotation process uses chemicals
that  are added to the crushed and milled ore and waste slurry.  The concentrate
that  is  created  rises  to  the surface and overflows while the waste material
sinks  to the bottom of a tank.  The concentrate is collected and dried and then
shipped  to  a smelter.  The waste material is collected and becomes the tailing
material usually deposited in the tailing impoundment at the mine site.  Gravity
concentration  is  a  process used to separate materials that have significantly
different  densities.  Gravity  separation  is  especially  useful with gold ore
recovery  since  it  is  a  very dense material.  Several types of equipment and
systems  are  used  to  separate material with different densities.  In 2003, we
upgraded  the  flotation mill by the installation of a new primary crusher and a
modification  to  the  grinding  circuit.  The objective of these upgrades is to
increase  our total ore throughput at the Montana Tunnels Mine from 425,000 tons
to  475,000  tons  per  month.

Table 12 shows the plant recovery through December 31, 2003:

TABLE 12 PLANT RECOVERY - INCEPTION THROUGH YEAR END 2003

<TABLE>
<CAPTION>
                                                                       AVERAGE
METAL  1995   1996   1997   1998   1999   2000   2001   2002   2003   RECOVERY
-----  -----  -----  -----  -----  -----  -----  -----  -----  -----  ---------
<S>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
AU     84.9%  84.0%  85.9%  84.1%  81.8%  77.4%  82.6%  81.0%  80.9%      82.5%
AG     75.6%  76.4%  80.7%  77.4%  76.0%  67.6%  73.2%  70.8%  75.8%      74.8%
PB     87.6%  89.7%  91.1%  90.1%  89.6%  79.8%  84.1%  85.1%  86.0%      87.0%
ZN     85.3%  85.7%  90.2%  89.7%  82.4%  78.5%  85.7%  86.0%  83.4%      85.2%
-----  -----  -----  -----  -----  -----  -----  -----  -----  -----  ---------
</TABLE>

     Table  13  shows  the distribution and grades of metals in the concentrates
and  tailings  for  2002  and  2003  at  the  Montana  Tunnels  Mine:

TABLE 13 MONTANA TUNNELS MINE PLANT PRODUCTION SUMMARY

<TABLE>
<CAPTION>
                      GOLD          SILVER          LEAD           ZINC         TONS      GRADE     GRADE   GRADE   GRADE
                  DISTRIBUTION   DISTRIBUTION   DISTRIBUTION   DISTRIBUTION    PRODUCT    OZ AU/    OZ AG/   % PB   % ZN
                        %              %              %              %                     TON       TON
                  -------------  -------------  -------------  -------------  ---------  --------  --------  -----  -----
<S>               <C>            <C>            <C>            <C>            <C>        <C>       <C>       <C>    <C>
2002
Gravity                    10.9            0.2                                 363,761*  21,159.8   9,998.3
Lead Concentrate           54.1           45.3           70.2            5.0     13,777     3.057     66.50   48.7   9.46
Zinc Concentrate           12.4           22.1            9.6           73.5     36,550    0.0264     12.21   2.49  52.07
Tailings                   22.6           32.4           20.2           21.5  5,333,683    0.0032     0.120  0.035  0.102

2003
Gravity                   11.84            0.5                                 421,513*  18,740.5  10,261.0
Lead Concentrate          59.43          52.34          79.05           8.52     15,736     2.773     31.63  45.56  11.18
Zinc Concentrate           9.61          22.72           6.91          74.92     29,974    0.2357      7.18   2.09  51.58
Tailings                  19.12          24.24          14.04          16.56  4,649,238     0.003      0.05   0.03   0.07
</TABLE>

*  grams  of  gravity  concentrate

     Gold  and silver dore is shipped to Johnson Matthey in Salt Lake City, Utah
for  further  refining,  and  our lead and zinc concentrates are shipped to Teck
Cominco  Metals  Ltd. in British Columbia, Canada.  The smelters that we use are
in  reasonable  proximity to our mines; however, if we had to change smelters we
could  incur  substantial  additional  transportation  costs.

     Montana  Tunnels  Mine  Cutoff  Grade Calculation.  Three products are made
from  the  ore  mined  from  our  Montana Tunnels Mine: dore containing gold and
silver  recovered  from  a  gravity  circuit,  a  lead  concentrate  and  a zinc
concentrate.  The  concentrates  are shipped to a smelter in Canada for smelting
and  refining.  There is a transportation charge for shipping the concentrate to
the  smelter.  The smelter charges a treatment charge per ton of concentrate for


                                                                              30
<PAGE>
smelting,  and  a  refining  charge per unit of metal.  In addition, the smelter
does not recover all the metal in the concentrate and pays only for a portion of
the contained metals.  The metal prices, recovery, concentrate ratio and offsite
costs  are  used to calculate ratios for each payable metal compared to an ounce
of  gold.  For  the  Montana Tunnels Mine we use a historic formula to calculate
equivalent gold values:  Au Eq =  Au  +  Ag/96.105  +  Pb/194.707  +  Zn/63.230.

DEVELOPMENT  AND  EXPLORATION  PROPERTIES

     We  conduct  exploration  activities.  Our  exploration projects located in
Canada  are owned and operated by Apollo Gold Corporation, while our exploration
projects located in the United States are generally owned and operated by Apollo
Gold  Exploration, Inc. We own or control patented and unpatented mining claims,
fee  land,  and  state  and  private leases in the United States and Canada. Our
strategy  regarding  reserve  replacement  is to concentrate our efforts on: (1)
existing operations where an infrastructure already exists; (2) other properties
presently  being  developed;  and (3) advanced-stage exploration properties that
have  been  identified  as  having  potential for additional discoveries. We are
currently concentrating our activities at our Black Fox Mining Project (near the
site of the former Glimmer Mine), the Pirate Gold Prospect and the Standard Mine
Area.  For  the  year  ended December 31, 2003, we spent $1.61 million and $3.94
million  on  the  exploration and development of the Standard Mine and Black Fox
Project,  respectively  (both  amounts  of  which  have  been  capitalized  for
accounting  purposes  and  we  expensed $2.12 million); therefore, we have spent
approximately  $7.67  million  on total exploration and development expenditures
for  the  year  ended  December 31, 2003. Exploration expenditures for the years
ended  December 31, 2003, 2002 and 2001 were approximately $2,117,000, $451,000,
and  $94,000,  respectively.  The following discussion regarding our exploration
activities  contain  estimates,  attributes  and other information regarding our
properties;  however,  no assurance can be given that the estimate of the amount
of  metal or the indicated level of recovery of these metals or other attributes
of  the  properties  will  be  realized.

BLACK  FOX  PROPERTY

     On  September  9, 2002, we completed the acquisition of certain real estate
and  related  assets of the Glimmer Mine from Exall Resources Limited ("Exall"),
and  Glimmer  Resources Inc. ("Glimmer") (now known as our Black Fox Exploration
Project  or  Black Fox). The Glimmer Mine was a former gold producer that ceased
operations  in  May  2001  due  to  the  low price of gold. We paid to Exall and
Glimmer  an  aggregate  purchase  price  consisting of $2 million in cash and an
aggregate  of  2,080,000  of  our  common  shares.  Pursuant to the terms of the
acquisition,  an  additional  $2,300,000  is payable to Exall and Glimmer at the
time  the  Glimmer Mine reaches commercial production (defined to mean a minimum
of  30 consecutive days of production with an average of 300 tonnes, or more, of
output  from  the  Glimmer  Mine).

     Location. The Black Fox development project is located in the Kirkland Lake
Mining  District, approximately five miles east of Matheson and 40 miles east of
Timmins,  Ontario.  Lake Abitibi is six miles northwest of the project site. The
property  encompasses  over  1,200 acres within the Hislop and Beatty Townships.
The  majority  of  the  property  is  private  fee  land.

     Geology.  The  Black  Fox  development  project  sits  astride  the
Destor-Porcupine  (DF)  Fault  System,  which is a deep break in the Precambrian
rocks  of  the  Abitibi  Greenstone  Belt.  This  fault system hosts many of the
deposits  in  the Timmins area. The system regionally strikes east-west and dips
variably to the south. Black Fox lies on the southern limb of a large scale fold
on  a  flexure  in  the  DF  Fault  where  the  strike changes from east-west to
southeast.  Folded  and  altered  basalts are the host rocks for mineralization.


                                                                              31
<PAGE>
Gold occurs as free gold in quartz veining and stockworks and in gold associated
with  pyrite.

     Targets.  We  purchased  Black  Fox  as an advanced exploration project. We
believe  the potential for the property lies in new ore zones at depth and along
strike  of  the  Destor-Porcupine  Trend.  We  are testing the potential of this
property  in  several  stages.

     We  currently  anticipate that the development and commercialization of our
Black  Fox  Property  will require three phases. In September 2002, we completed
the  acquisition  of  certain  assets  known  as our Black Fox Property from two
unrelated third parties, Exall Resources Limited and Glimmer Resources, Inc. The
Black  Fox  Property  is  located  east  of  Timmins,  Ontario.  The first phase
commenced  in  early  2003,  and  involved shallow drilling to test the open pit
potential  and  deep  drilling of core holes from 200 to 500 meters in depth. By
the  end  of  2003,  a  total of 297 surface core holes had been completed for a
total of 271,000 feet in these programs. Surface exploration was also started on
the  Black  Fox  Property,  and the land package was increased from 805 acres to
approximately  1,500  acres  by  the  end  of  2003.

     We  have  begun the second phase of our Black Fox project. The second phase
will  provide  for the development of underground access for further exploratory
drilling.  We  plan  to develop an underground ramp from existing structures. We
currently  anticipate  commencing  the  second  phase of underground drilling in
2004.  We  also  plan to begin the permitting process for the third phase of the
Black  Fox  project, and anticipate that this process will require approximately
two  years,  based  on  a  plan for combined open pit and underground mine, with
on-site  milling,  at  a  capacity of 1500 metric tons of ore per day. The third
phase will include the construction of the mine and processing facilities, at an
aggregate  estimated  cost  of  approximately  $45.0  million.

     We  met the bonding requirements established by the Province of Ontario for
the  Black  Fox  Project  through  the  following  bonding  instruments:

<TABLE>
<CAPTION>
TYPE OF BONDING                                         PENAL SUM AS AT YEAR END
-----------------------------------------------------  ----------------------------
                                                           2002           2003
                                                       ------------  --------------
<S>                                                    <C>           <C>
Letter of Credit issued by TD Canada Trust secured by
pledged deposit account:                               Cdn $159,200  Cdn $489,200
-----------------------------------------------------  ------------  --------------
TOTAL BONDING REQUIREMENT MET:                         Cdn $159,200  Cdn $489,200
-----------------------------------------------------  ------------  --------------
</TABLE>

     Our  obligations  to  reimburse  TD  Canada Trust for any drawing under the
letter  of credit is secured by our maintenance of an amount equal to the amount
available  for  drawing in a deposit account pledged to TD Canada Trust.  We pay
an  annual letter of credit fee equal to 1% of the amount available for drawing.
We earn interest on the deposit account at a rate established by TD Canada Trust
from  time  to  time.

     Black  Fox  Mine  Drilling  and  Sampling.  As of December 31, 2003, we had
completed  a  total  of  297  surface  diamond  drill holes totaling over 82,000


                                                                              32
<PAGE>
meters.  Our  drilling  supplemented  the  284  surface  drill  holes  and  740
underground  drill holes drilled by prior owners.  Table 14 below summarizes the
drill  hole  database.

TABLE 14 BLACK FOX PROJECT DRILL HOLE DATABASE

<TABLE>
<CAPTION>
COMPANY   PERIOD     LOCATION    NUMBER  METERS
-------  ---------  -----------  ------  -------
<S>      <C>        <C>          <C>     <C>
Noranda  1989-1994  Surface         142   27,930
Exall    1995-1999  Surface         142   21,295
Exall    1996-2001  Underground     720   62,827
Apollo   2002-2003  Surface         296   82,895

Totals                            1,300  194,947
</TABLE>

     Black  Fox  Reserves.  The  Black  Fox  Project  reserves were developed by
completing  a  pre-feasibility study of developing an open pit mine on the Black
Fox property.  This study did not consider underground mining as an option; this
will  be  addressed  in  the  final  feasibility  study.

     Pit  optimization studies were completed using the following parameters for
the  deposit.

     -    Overburden mining cost - $US 1.00 per tonne of material;
     -    Rock mining cost - $US 1.25 per tonne of material;
     -    Processing cost - $US 9.00 per tonne ore;
     -    General and Administrative cost - $US 3.50 per tonne ore;
     -    Plant gold recovery - 96%;
     -    Assume  50%  of existing underground workings backfilled with material
          having  a  density  of  2.0;
     -    Pit Slopes - 480 overall in rock with ramp; 19 degree overburden.

     The  pit  slopes were based on recommendations by Golder Associates for the
rock portion of the pit. The overburden can be as thick as 40 meters in the area
of  the  pit.  Geotechnical  testing  has  not been completed for the overburden
materials,  however  a  preliminary  drilling program to gather samples has been
completed.  We  believe  the  current estimate of a 3:1 slope (19 degree) in the
alluvium  is  a  reasonable  assumption  at this point of the study, however the
recommended  overburden  pit  slopes  may  be  different  after the geotechnical
testing  has  been completed. In addition, the geotechnical parameters developed
for  the  overburden  could  also  impact  the  waste dump height, (currently 50
meters),  overburden  dump  slope  and  height  (currently  30  meters), and the
tailings area storage capacity per square meter. Table 15 summarizes the results
of pit optimization studies, which illustrates that the size of the ultimate pit
does  not  change  much  between $300 and $375/oz gold prices, but does increase
significantly  at  $400.


                                                                              33
<PAGE>
TABLE  15  BLACK  FOX  PROJECT  PIT  OPTIMIZATION

<TABLE>
<CAPTION>
                    Mineralized Zones
Gold    ------------------------------------------    Backfilled     Alluvium   Total Waste          Total
Price   Cutoff Grade   Tonnes   Grade     Ounces      UG Workings     Tonnes       Tonnes    Strip     Pit
US/oz     g Au/t       (000')   g Au/t  Au (000's)  tonnes (000's)*   (000's)     (000's)     Ratio   tonnes
------  ------------  --------  ------  ----------  ---------------  ---------  ------------  -----  --------
<S>     <C>           <C>       <C>     <C>         <C>              <C>        <C>           <C>    <C>

400            1.00   3,576.8    4.22       485.5            348.6    9,908.3      51,035.2   14.3  54,612.0
400            1.10   3,326.9    4.46       477.0            348.6    9,908.3      51,285.1   15.4  54,612.0
400            1.27   2,971.5    4.85       463.5            348.6    9,908.3      51,640.5   17.4  54,612.0
------  ------------  --------  ------  ----------  ---------------  ---------  ------------  -----  --------
375            1.00   2,901.0    4.38       408.5            256.4    7,409.6      35,030.9   12.1  37,931.9
375            1.10   2,713.0    4.61       402.2            256.4    7,409.6      35,218.9   13.0  37,931.9
375            1.27   2,442.6    4.99       391.9            256.4    7,409.6      35,489.4   14.5  37,931.9
------  ------------  --------  ------  ----------  ---------------  ---------  ------------  -----  --------
350            1.00   2,843.3    4.42       404.3            249.9    7,314.8      34,485.0   12.1  37,328.3
350            1.10   2,660.1    4.66       398.1            249.9    7,314.8      34,668.2   13.0  37,328.3
350            1.27   2,397.8    5.03       388.2            249.9    7,314.8      34,930.4   14.6  37,328.3
------  ------------  --------  ------  ----------  ---------------  ---------  ------------  -----  --------
300            1.00   2,632.8    4.57       386.6            232.9    6,669.1      31,409.9   11.9  34,042.7
300            1.10   2,467.0    4.80       381.0            232.9    6,669.1      31,575.7   12.8  34,042.7
300            1.27   2,231.4    5.19       372.0            232.9    6,669.1      31,811.4   14.3  34,042.7
------  ------------  --------  ------  ----------  ---------------  ---------  ------------  -----  --------
250            1.00   1,044.2    6.01       201.7             31.4    3,053.7       9,753.0    9.3  10,797.2
250            1.10     996.2    6.25       200.1             31.4    3,053.7       9,801.0    9.8  10,797.2
250            1.27     925.3    6.63       197.4             31.4    3,053.7       9,872.0   10.7  10,797.2
------  ------------  --------  ------  ----------  ---------------  ---------  ------------  -----  --------
200            1.00     821.8    6.55       173.0              8.2    2,320.2       6,971.3    8.5   7,793.1
200            1.10     786.6    6.79       171.8              8.2    2,320.2       7,006.5    8.9   7,793.1
200            1.27     734.5    7.19       169.8              8.2    2,320.2       7,058.6    9.6   7,793.1
------  ------------  --------  ------  ----------  ---------------  ---------  ------------  -----  --------
150            1.00     531.2    7.39       126.2              2.3    1,559.3       3,761.4    7.1   4,292.6
150            1.10     512.2    7.62       125.5              2.3    1,559.3       3,780.4    7.4   4,292.6
150            1.27     485.2    7.98       124.5              2.3    1,559.3       3,807.4    7.8   4,292.6
------  ------------  --------  ------  ----------  ---------------  ---------  ------------  -----  --------
<FN>
* UG  tones  assumes   backfilled  @  2.0  specific  gravity
The  results  are shown at similar cutoff grades for comparative purposes only - At a $US 350/oz gold price a
1.27  g  Au/t  cutoff  is  used
</TABLE>

     Following  the  pit  optimization,  a  final  pit  and  an initial pit were
designed  using  the  optimized  pit  shapes of the $400 and $200 optimized pits
respectively  as  a  templates  for design.  Table 16 illustrates the proven and
probable  reserves  of  the Black Fox Project available by open pit mining using
the  designed  pits  and  a  $350/oz gold price to establish the internal cutoff
grade  of  1.27  g  Au/t.

TABLE  16  BLACK  FOX  PROJECT  PROVEN  AND  PROBABLE  RESERVES

<TABLE>
<CAPTION>



                TONNES   GRADE   OUNCES AU     TONNES      STRIP
CLASSIFICATION   000'S   G AU/T    000'S    WASTE (000'S)  RATIO
--------------  -------  ------  ---------  -------------  -----
<S>             <C>      <C>     <C>        <C>            <C>

Proven          2,193.6    4.84      341.6
Probable          759.7    4.73      115.5
--------------  -------  ------  ---------

TOTALS          2,953.3    4.81      457.1       55,098.0  18.66
--------------  -------  ------  ---------  -------------  -----
<FN>
Waste  includes  11.05  million  tones  of  Overburden
</TABLE>

PIRATE  GOLD  PROSPECT

     The  Pirate Gold Prospect is owned by Apollo Gold Exploration, Inc., and is
one  of  our  mineral  exploration properties located in Nevada approximately 30
miles  south  of the Florida Canyon Mine. The Pirate Gold Prospect is located on
the northern end of the Eugene Mountain range and the Mill City Mining District,
Humboldt  County,  Nevada.  It  consists  of  43  mining


                                                                              34
<PAGE>
claims staked on U.S. Bureau of Land Management land.  Both Pirate Gold Prospect
and  Florida  Canyon  Mine  share  a  similar  geologic  setting.  While  no
determination  has  been made, we believe that the Pirate Gold prospect may have
the  potential  to  contain  many  positive  attributes.  It shares many similar
attributes  with  our Florida Canyon Mine, with the most prominent being amounts
of  visible  gold.  Intersecting  faults and dikes have allowed the formation of
very  high-grade  ore  shoots.

     Pursuant to an assignment agreement made as of March 1, 2002 between Pirate
Gold LLC, Winnemucca, Nevada ("Pirate Gold") and Nevoro, Nevoro was assigned all
of  Pirate  Gold's  right,  title  and  interest  in a mining lease (the "Mining
Lease"),  effective  June  22,  2001,  between Pronto Prospects LLC, Winnemucca,
Nevada,  as  lessor  and Pirate Gold as lessee.  The Mining Lease has an initial
term  of  15  years,  subject  to renewal on a year-to-year basis so long as the
lessee  is engaged in commercial production. Commercial production is defined to
mean  that  amount  of  production  which, during the calendar year in which the
initial  term  expires  and each calendar year thereafter, results in payment to
the  lessor  of  production  royalties  at  least  equal  to the advance minimum
royalties  payable  in  the  year  in  question.  We are required to pay advance
minimum  royalty payments of $10,000 on or before the Mining Lease's anniversary
date in years 2 and 3, increasing to minimum advance royalty payments of $15,000
in  years 4 through 15.  Such minimum royalty payments are to be made in lieu of
net  smelter  return  royalties  to  guarantee  minimum payment until commercial
production commences.  We are required to pay a net smelter return royalty based
on  the  price  of gold, from a low of 2.5% if the price of gold is less than or
equal  to $299 per ounce, increasing in increments of 0.5% for each $25 increase
in  the  price  of  gold,  up  to  a  maximum  net  smelter return royalty of 5%
(applicable  when  the  price  of gold exceeds $400 per ounce).  In addition, we
will  be  required to spend a minimum of $50,000 on exploration expenses in year
1;  increasing  to  a  minimum of $100,000 in years 2 through 4 and a minimum of
$250,000  in  years  5  through  15.  Any  expenditures of work in excess of the
amount  in  any calendar year will be credited against the amount required to be
performed in any subsequent year or years.  Either party, without the consent of
the  other  party,  may  assign  the  Mining Lease.  In the event that we are in
default in the performance of our obligations under the Mining Lease, the lessor
has  the  option  of  forfeiting  the Mining Lease, subject to our right to make
corrective  measures  within  30  calendar days from the date we receive written
notice.

     Location.  The  Pirate  Gold Prospect is located on the northern end of the
Eugene  Mountain  range and the Mill City Mining District, Humboldt Co., Nevada.
It  is  located  in  T35N,  R34E,  Section  2l  and T35N, R35E, Section 18.  The
prospect  consists  of 43 mining claims staked on U.S. Bureau of Land Management
land.

     Geology.  The  claim block is made up of inerbedded phyllite, limestone and
sandstone  of  the  Triassic  to  Jurassic  age  Auld  Lang  Syne group. Bedding
generally  strikes  northeast,  with  dips  being variable.  Quaternary alluvium
covers  most  of  the  flat  areas  and  the  valley.  High  angle northeast and
northwest  trending  faults  transect the project area.  In the southern part of
the  Eugene  Mountains, near the Stank Mine, the Stank Fault occurs.  It strikes
northwest and is reported to dip at approximately 45 degrees to the southwest in
underground  exposures.  It  has  been  interpreted  as  being  a  thrust fault.

     Cretaceous  age  granodiorite  intrudes the area. Stocks are visible in the
southern  portions  of  the Eugene Mountains, while further north in the project
area dacite dikes are common.  Diorite dikes of an unknown age are also present.
Both types of dikes intruded along active faults, which have seen post intrusion
movement.  Silicification  in the sediments adjacent to the dikes helped to heal
the  fault  zone  and make the sediments quite brittle.  During subsequent fault
movement,  the  silicification allowed the faults to stay open and form pathways


                                                                              35
<PAGE>
for  fluid  migration.  It  appears  that ore shoots occurred where northeast or
northwest  trending  fault  zones  intersected  the  dikes.

     Gold  occurs in veins that range in width from one to 20 feet.  The gangue,
or  base  rock  in which the gold is found, is quartz and calcite, with multiple
stages  of  mineralization  being  visible.

     This  property has seen production in the past. Four tunnels access several
small  ore  shoots.  A small amount of development waste rock is all that exists
in the dump of the lower adit.  It appears that nearly all of the material mined
in  the  upper  three  adits was direct shipping ore, as virtually no waste dump
material exists.  The upper adits access a stope which daylights to the surface.
This stope is estimated to have an average width of 15 feet and to be 50 feet in
both  height  and  length.  This would indicate that approximately 2,700 tons of
high-grade material was removed.  Abundant visible gold can still be panned from
ore  material  remaining  on the stope wall.  It is estimated that this material
would  grade  multiple  ounces  of  gold  per  ton.  There are a series of other
similar stopes that have been mined but are not currently accessible.  Recently,
a  second  high-grade vein was exposed in a bulldozer cut, located approximately
500  feet  east  of  the  adits.  This second vein indicates the likelihood of a
series  of subparallel mineralized veins in this area.  Substantial specimens of
free  gold (gold nuggets found on the ground) from this site have been recovered
by  predecessor  owners.  Visible gold was also present in the upper portions of
some  of  the  larger  mines  near  this  property.

     Targets.  We  believe  that the high-grade veins seen on the surface may be
an  indication  of  a  much  larger  system  at depth.  The rocks exposed on the
surface  are  phyllites.  The phyllites could form bulk tonnage gold deposits if
they were first silicified and then shattered.  A low-angle intrusive would make
an  effective cap to the mineralizing fluids.  Over-pressuring of the system and
subsequent  breakage  of the cap would cause wide spread silicification and gold
mineralization of the phyllites.  Repeated brecciation, boiling and rehealing of
the  cap  would  form  a  large high-grade deposit.  The high-grade veins at the
surface  would  only  be  indications  of  the  feeding  structures  at  depth.

     An  additional  target  would  be where the faults that host the high-grade
veins  intersect  other  favorable  rock types at depth. Massive sandy limestone
units  can be seen in the southern parts of the Eugene Mountains. These would be
good  host  rocks for a replacement style ore body, if they can be traced to the
project  area.  The  strike  and  dip of these units indicate that they could be
present  at depth.  As was noted previously, large, low angle thrust faults have
been  documented  to  occur in the southern part of the Eugene Mountains.  These
low-angle  shears  could  very  well be present below the surface in the project
area.  These  faults  were  apparently  open  during  the  emplacement  of  the
granodiorite  dikes  and  could  also have been intruded.  Low-angle, sill-like,
intrusions,  have  formed  conduits  and caps to mineralizing fluid migration in
many of the larger gold districts in Nevada.  Their presence would be a positive
attribute  to  the  property.

     We  believe  that  the  Pirate  Gold  Prospect  either  contains or has the
potential to contain many favorable attributes.  The presence of an abundance of
visible  gold  may  be  indicative of a very active mineralized system at depth.
The  exposed  phyllite host rocks are conducive to the formation of bonanza-type
vein  deposits.  The proper traps and host rocks for large tonnage deposits also
occur  nearby.  They  could  be  projected  to intersections with the high-grade
feeder  structures  visible  on  the surface and possibly form large deposits at
depth.

     An  estimate of the ultimate values of these deposits can, at present, only
be  derived by considering known deposits in the area, such as the Sleeper Mine.
There  can  be  no assurance, however, that we will be able to locate or extract


                                                                              36
<PAGE>
any  material  quantity  of gold or other metals at the Pirate Gold Prospect, or
that  any  mining  activities  at  that  site  would be profitable.  In 2003, we
conducted  9,363  feet  of  reverse  circulation  drilling  on  the  Pirate Gold
Prospect,  and  we  currently  anticipate  another  10,000  feet  of exploration
drilling  in  2004.

     Substantial  expenditures  are  required  to establish ore reserves through
drilling,  to  determine  metallurgical processes to extract the metals from the
ore  and,  in  the  case  of  new properties, to construct mining and processing
facilities.  At  December  31,  2003,  we  did not have any ore reserves for the
Pirate  Gold  Prospect.

     The  bonding  requirements  established  by BLM for the Pirate Gold Project
were  met  by  Apollo  Gold  Exploration,  Inc.,  through  the  following  bond
instruments:

<TABLE>
<CAPTION>
TYPE OF BONDING                                              PENAL SUM AS AT YEAR END
---------------------------------------------------------  ---------------------------
                                                              2002          2003
---------------------------------------------------------  ----------  ---------------
<S>                                                        <C>         <C>
Personal bond secured by pledge of certificate of deposit
account maintained with US Bank:                           $    2,500  $         2,500
---------------------------------------------------------  ----------  ---------------
Personal bond secured by irrevocable stand-by letter of
credit issued by Washington Mutual Bank:                            0            1,777
---------------------------------------------------------  ----------  ---------------
TOTAL BONDING REQUIREMENT MET:                             $    2,500  $         4,277
---------------------------------------------------------  ----------  ---------------
</TABLE>

     We  do  not  incur  any  fees in connection with the $2,500 US Bank pledged
certificate  of  deposit  account.  We  earn  interest  on the account at a rate
established  by  US  Bank  from  time  to  time.  Our  obligations  to reimburse
Washington  Mutual Bank for any drawing under the letter of credit is secured by
our  maintenance  of  an  amount  equal to the amount available for drawing in a
deposit  account  pledged to Washington Mutual Bank.  We pay an annual letter of
credit fee equal to 2% of the amount available for drawing.  We earn interest on
the deposit account at a rate established by Washington Mutual Bank from time to
time.

NUGGET  FIELD  PROSPECT

     The Nugget Field Prospect is owned and operated by Apollo Gold Exploration,
Inc.  While  no  determination  has  been made, we believe that the Nugget Field
Prospect  could  have  the  potential  to  contain  many  positive  attributes.

     Location.  Nugget  Field is located approximately 30 miles southwest of the
Pirate  Gold  Prospect,  on  the  east  side of the Majuba Mountains, within the
Antelope  mining  district.  Thirty-two  lode mining claims have been located in
T32N,  R32E,  Section  18.

     Geology.  The  rocks  surrounding the Nugget Field are principally Triassic
age  slates  and  phyllites.  Faults  trending northeast and northwest have been
documented  to  offset the sediments.  Pre-tertiary age dacite and diorite dikes
and  sills  have  intruded  the  area.  The  project  area  is mostly covered by
quaternary  alluvium.  The  alluvium has been the host for abundant placer gold.
The  gold  that  has  been historically recovered often still shows crystals and
other delicate textures.  It is apparent that the gold has traveled very little,
if  at all.  The claim block lies on a paleo-shoreline of ancient Lake Lahontan,
which  was  once a large body of water but is now nearly dried up.  The gold was
probably  weathered  from portions of the underlying rocks and deposited nearby.
Large,  massive,  northeast  trending quartz veins protrude through the alluvium
and  may be related to the gold.  There is no way of estimating the total amount
of  placer  gold  taken from this area, due to its having been prospected on and
off  for  the  last  70  years.


                                                                              37
<PAGE>
     Targets.  The source of the placer gold has never been found.  The delicate
nature  of the gold indicates that it has not traveled far.  We believe that the
source  is  probably  beneath  the  alluvium.  The  massive  quartz veins may be
related to nearby quartz, calcite and gold veins.  These veins would have eroded
faster  than  the  bull  quartz due to the carbonate content.  The source of the
placer  gold could be found by projecting the intersections of the northeast and
northwest  trending  faults  with  the  dikes  and sills that can be seen in the
surrounding  hillsides.  Various  types  of  electromagnetic geophysical methods
could  be  used  to  further  refine  the  potential  targets.

     A  second  target  would  be  the  projection  of the high-grade structural
intersections  deeper  to  more  favorable  host  rocks.  The  phyllites tend to
produce  tighter  more  restricted ore bodies.  The Triassic sediment package in
this  area  generally  contains  a large amount of sandy limestone that can host
large tonnage gold deposits.  Higher grade, structurally controlled deposits are
also  possible.

     An  estimate of the ultimate values of these deposits can, at present, only
be  derived  by  considering  known  deposits  in  the  area.  There  can  be no
assurance,  however,  that  we  will  be  able to locate or extract any material
quantity  of  gold  or  other  metals  at the Nugget Field Prospect, or that any
mining  activities at that site will be profitable.  As of December 31, 2003, we
had  not  completed  any  exploratory  drilling on the Nugget Field Prospect.  A
decision  when  and  if we drill will be made after further investigation, which
includes  sampling,  of  the  property.

     Substantial  expenditures  are  required  to establish ore reserves through
drilling,  to  determine  metallurgical processes to extract the metals from the
ore  and,  in  the  case  of  new properties, to construct mining and processing
facilities.  At  December  31,  2003,  we  did not have any ore reserves for the
Nugget  Field  Prospect.

     The  bonding  requirements for the Nugget Field Prospect established by BLM
were  met  by  Apollo  Gold  Exploration,  Inc.,  through  the  following  bond
instruments:

<TABLE>
<CAPTION>
TYPE OF BONDING                                           PENAL SUM AS AT YEAR END
-------------------------------------------------------  ---------------------------
                                                            2002          2003
-------------------------------------------------------  ---------------------------
<S>                                                      <C>         <C>
Personal bond secured by irrevocable stand-by letter of
credit issued by Washington Mutual Bank:                 $        0  $         7,336
-------------------------------------------------------  ----------  ---------------
TOTAL BONDING REQUIREMENT MET:                           $        0  $         7,336
-------------------------------------------------------  ----------  ---------------
</TABLE>

     Our  obligation  to  reimburse Washington Mutual Bank for any drawing under
the  letter  of  credit  is secured by our maintenance of an amount equal to the
amount  available  for drawing in a deposit account pledged to Washington Mutual
Bank.  We pay an annual letter of credit fee equal to 2% of the amount available
for  drawing.  We  earn interest on the deposit account at a rate established by
Washington  Mutual  Bank  from  time  to  time.

DIAMOND  HILL

     Diamond Hill, an underground gold mine, is owned and maintained by Montana,
Inc.

     Since  production  commenced  in  1996, Diamond Hill has mined over 775,000
tons  of  ore  at  an  average grade of 0.233 ounces per ton gold.  During 1998,
Diamond  Hill  achieved  an  annual production of over 240,000 tons.  Operations
ceased  in  2000.


                                                                              38
<PAGE>
     Location.  Diamond  Hill  is  located  approximately  28 miles southeast of
Helena,  Montana,  in  Broadwater  County  and  on the east flank of the Elkhorn
Mountains,  within  the  Hassel  Mining  District.

     Geology.  Diamond  Hill  covers over 2,590 acres of patented and unpatented
claims.  We  have  100%  ownership  of the main patented claims that contain the
current  deposits,  subject  to  a  0.5  to  1% net smelter return and a 10% net
profits royalty.  We also have 50% ownership of four additional patented claims,
which are peripheral to the main land package.  As of December 31, 2003, we hold
103  unpatented  claims and lease 19 unpatented claims.  The current mine permit
covers  270  acres  with  most  of  the  disturbance  within  a  27-acre  area.

     The Diamond Hill ore bodies and mine workings are in solid unfractured rock
and  accordingly are amenable to low cost sublevel open stoping methods. Ore was
transported  to  the  Montana  Tunnels  mill  facility  by  truck.  There it was
processed  in  a  separate  circuit designed for Diamond Hill ore. Most gold was
recovered  into  a  high grade pyrite concentrate and sold to Japanese smelters.

     The  mine is located in volcanic rocks adjacent to the Boulder Batholith, a
dominant  igneous  intrusion  that  also  hosts  the  famous Butte Copper mining
district.  The  deposit  is  classed as a skarn hosted sulfide deposit where the
predominant ore mineralogy is gold associated with pyrite and lesser other metal
sulfides.

     Target.  Diamond Hill is currently on a standby care-and-maintenance basis.
Although  it is fully permitted to allow resumption of production, return of the
mine  to  production would depend upon the success in finding additional ore. No
exploration  effort  is  currently  planned.

     An  estimate of the ultimate values of these deposits can, at present, only
be derived by considering known deposits in the area. There can be no assurance,
however, that we will be able to locate or extract any material quantity of gold
or  other metals at the Diamond Hill Mine, or that any mining activities at that
site  would  be profitable. In 2003, we did not conduct any exploration drilling
on  Diamond Hill. We are actively seeking to find a joint venture participant to
share  the  risks  of  future  activities or to divest the Diamond Hill Project.
There  can  be  no  assurance  that  those  efforts  will  be  successful.

     Substantial  expenditures  are  required  to establish ore reserves through
drilling and to determine metallurgical processes to extract the metals from the
ore.  At  December  31, 2003, we did not have any ore reserves for Diamond Hill.

     Montana,  Inc.  met  the  bonding requirements for the Diamond Hill Project
established  by  the State of Montana through the following bonding instruments:

<TABLE>
<CAPTION>
TYPE OF BONDING                                               PENAL SUM AS AT YEAR END
----------------------------------------------------------  ---------------------------
                                                               2002          2003
----------------------------------------------------------  ---------------------------
<S>                                                         <C>         <C>
Savings Certificate Assignment with respect to certificate
of deposit maintained with US Bank:                         $  622,512  $       622,512
----------------------------------------------------------  ----------  ---------------
TOTAL BONDING REQUIREMENT MET:                              $  622,512  $       622,512
----------------------------------------------------------  ----------  ---------------
</TABLE>

     We do not incur any fees in connection with the US Bank Savings Certificate
Assignment.  We  earn  interest  on the deposit account at a rate established by
U.S.  Bank  from  time  to  time.


                                                                              39
<PAGE>
STANDARD  MINE  AREA

     The  Standard  Mine  Area  is  discussed  above  in the Florida Canyon Mine
section.  Historically,  the Standard Mine Area has been operated in conjunction
with  the  Florida  Canyon  Mine.  In  view  of the relatively advanced stage of
exploration  and  the  geographical  separation from the Florida Canyon Mine, we
transferred  the  Standard  Mine Area into one of our wholly-owned subsidiaries,
Standard  Gold  Mining, Inc. so that we may maintain it as a separate operation.
In  addition,  we  anticipate  transferring other Florida, Inc. assets that need
additional  exploration  to our exploration subsidiary, Apollo Gold Exploration,
Inc.  We  are  presently  conducting development activities at the Standard Mine
Area.  In  March  2003, we applied to the Nevada Environmental Protection Bureau
of  Mining Regulation and Reclamation Division for permits for the Standard Mine
Area.  The permits would allow us to mine up to 25 million tons of ore and would
allow mining, mineral processing, reclamation and related activities. Until such
permits  are  approved,  we may not conduct such operations at the Standard Mine
Area.

     Buffalo  Canyon  consists  of  approximately  480  acres  and  is  located
immediately  south  and  is  contiguous  to  the  Standard Mine Area in Humboldt
County, Nevada. Buffalo Canyon is located on new property acquired by us in 2003
and  added  to our Standard Mine land package. We completed the Phase 1 drilling
program  (a  total of 5,040 feet of reverse circulation drilling in 13 holes) at
the  Buffalo  Canyon  in  December  2003.

     Buffalo  Canyon  has a northern target, eastern target and southern target.
We  believe the most favorable area for mining is the northern target based upon
a  preliminary  sectional  model.   In  addition,  the  northern target returned
favorable  drilling results and we intend to initiate additional drilling in the
future.  Results  from  the  eastern  target  were  not as favorable and initial
drilling in this area is not high-priority based on our present understanding of
controls  on mineralization.  Results from the central target warrant no further
drilling  in  this  area.

WILLOW  CREEK

     Willow  Creek is located in the east range of Pershing County, Nevada.  Our
unpatented  claims  are  located  in  an  area  of significant placer mining and
limited  high  grade  underground  production.  Geologic  mapping,  sampling and
target  definition  is  planned  in  2004  for  this  new  exploration  project.

REGULATION  OF  MINING  ACTIVITY

     Our  U.S. mining operations are subject to inspection and regulation by the
Mine  Safety and Health Administration of the Department of Labor ("MSHA") under
provisions  of  the  Federal Mine Safety and Health Act of 1977. MSHA directives
have  had  no  material adverse impact on our results of operations or financial
condition  and  we  believe  that  we  are  substantially in compliance with the
regulations  promulgated  by  MSHA.

     All of our exploration, development and production activities in the United
States  and  Canada are subject to regulation by governmental agencies under one
or  more  of  the  various  environmental  laws including but not limited to the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended ("CERCLA" or "Superfund"), which regulates and establishes liability for
the  release  of  hazardous  substances, and the Endangered Species Act ("ESA"),
which  identifies  endangered  species  of  plants  and  animals  and  regulates
activities  to  protect  these  species  and their habitats.  These laws address
emissions  to  the air, discharges to water, management of wastes, management of
hazardous substances, protection of natural resources, protection of antiquities


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<PAGE>
and  reclamation  of  lands  which  are  disturbed.  We  believe  that we are in
substantial  compliance  with applicable environmental regulations.  Many of the
regulations  also  require  permits  to  be  obtained for our activities.  These
permits  normally  are  subject  to  public review processes resulting in public
approval  of  the  activity.  While  these  laws  and  regulations govern how we
conduct  many aspects of our business, our management does not believe that they
have  a  material  adverse  effect  on  our  results  of operations or financial
condition  at  this  time.  Our  projects are evaluated considering the cost and
impact  of  environmental  regulation  on  the  proposed activity.  New laws and
regulations  are  evaluated  as  they  develop  to  determine the impact on, and
changes  necessary  to,  our  operations.  It is possible that future changes in
these laws or regulations could have a significant impact on some portion of our
business,  causing those activities to be economically reevaluated at that time.
We  believe that adequate provision has been made for disposal of mine waste and
mill  tailings  at all of our operating and non operating properties in a manner
that  complies  with  current  federal,  state  and  provincial  environmental
requirements.

     Environmental  laws and regulations may also have an indirect impact on us,
such  as  increased  cost for electricity.  Charges by smelters to which we sell
our  metallic  concentrates  and  products have substantially increased over the
past  several  years  because  of  requirements  that  smelters  meet  revised
environmental  quality  standards.  We  have  no  control  over  the  smelters'
operations  or their compliance with environmental laws and regulations.  If the
smelting  capacity  available  to  us  was  significantly  reduced  because  of
environmental  requirements  or  otherwise,  it  is possible that our operations
could be adversely affected.  See "Risk Factors - We Face Substantial Government
Regulation  and  Environmental  Risks."

LEGISLATION

     From  time  to time, the U.S. Congress considers proposed amendments to the
General  Mining Law of 1872, as amended, which governs mining claims and related
activities  on  federal  lands.  Legislation  previously  introduced in Congress
would  have  changed the current patent procedures, imposed certain royalties on
production  and  enacted new reclamation, environmental controls and restoration
requirements  with  respect  to  mining activities on federal lands.  Although a
majority  of  our  existing  mining  operations  occur  on  private  or patented
property,  changes to the General Mining Law, if adopted, could adversely affect
our  ability  to  economically  develop mineral resources on federal lands.  See
"Risk  Factors  -  We  Face  Substantial  Government  Regulation."

     Our  Canadian  mining  operations and exploration activities are subject to
extensive  federal,  provincial,  state and local laws and regulations governing
prospecting,  development,  production,  exports,  taxes,  labor  standards,
occupational  health and safety, mine safety and other matters.  Compliance with
such  laws and regulations increases the costs of planning, designing, drilling,
developing,  constructing,  operating  and  closing  mines and other facilities.
Such  laws  and  regulations are subject to change and any amendments to current
laws  and regulations governing operations and activities of mining companies or
more  stringent  implementation  or interpretation thereof could have a material
adverse  impact  on  us,  cause a reduction in levels of production and delay or
prevent  the  development  of  new  mining  properties.

EMPLOYEES

     As  of  March  15,  2004, we employed approximately 455 full time permanent
employees  at  our  operations  in  the  United  States  and Canada. None of our
employees  are  members of a labor union.  Of these employees, approximately 440
are  employed  in  mining  operations,  10 in management and 5 in administrative


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<PAGE>
functions.  As  of  March  15,  2004,  the  Florida  Canyon Mine and the Montana
Tunnels  Mine  employed  approximately  185  and  253  full  time  non-unionized
employees,  respectively.   We  believe  that  relations  with our employees are
good.

FACILITIES

     Our mineral properties are described above.  Our executive corporate office
is  located  at 4601 DTC Boulevard, Suite 750, Denver, Colorado 80237-2571.  Our
registered  office  is located at Suite 300, 204 Black Street, Whitehorse, Yukon
Territory,  Canada  Y1A  2M9.  We  lease  a portion of the building used for our
executive  corporate  offices.  We  believe  that  our  existing  facilities are
sufficient  for  our  intended  purposes.

RISK  FACTORS

     Any  of the following risks could materially adversely affect our business,
financial  condition, or operating results and could negatively impact the value
of  our  common  shares.  These risks have been separated into two groups: risks
relating  to  our  operations  and  risks  related to the metals mining industry
generally.

     RISKS  RELATING  TO  OUR  OPERATIONS

     WE ARE THE PRODUCT OF A RECENT MERGER, AND HAVE A LIMITED OPERATING HISTORY
ON  WHICH  TO  EVALUATE  OUR  POTENTIAL  FOR  FUTURE  SUCCESS.

     We  were  formed  as a result of a merger of two separate companies, Nevoro
and Pursuit, in June 2002, and to date have only six fiscal quarters of combined
operations.  While both Nevoro's wholly-owned subsidiary, Apollo Gold, Inc., and
Pursuit  had a prior operating history, we have only a limited operating history
as  a  combined company, upon which you can evaluate our business and prospects,
and we have yet to develop sufficient experience regarding actual revenues to be
received  from  our  combined  operations.  Pursuit  had net losses of $454,000,
$420,0000  and $1,535,000 for the respective years ended December 31, 2001, 2000
and 1999.  The operations of Apollo Gold, Inc. were profitable in 2001, prior to
the  Plan of Arrangement.  For the year ended December 31, 2003 we had a loss of
approximately  $2,186,000 and for the year ended December 31, 2002 we had a loss
of  approximately  $3,051,000.

     You  must  consider  the  risks and uncertainties frequently encountered by
companies  in  situations such as ours, including but not limited to the ability
to  integrate  our  operations  and  eliminate  duplicative  costs.  If  we  are
unsuccessful  in addressing these risks and uncertainties, our business, results
of operations and financial condition will be materially and adversely affected.

     WE  MAY BE INVOLVED IN ONGOING LITIGATION THAT MAY ADVERSELY AFFECT US FROM
TIME  TO  TIME.

     We  are  engaged  in  litigation  from  time  to  time.  On May 29, 2003 we
successfully  defended Safeco Insurance Company of America's ("Safeco's") appeal
involving  a  mining  reclamation  bond  in  the amount of $16,936,130 issued by
Safeco.  The  purpose  of  the  bond  is  to provide financial guarantees to the
United  States  Government  to  ensure  that our Florida Canyon Mine in Pershing
County,  Nevada, will be reclaimed in the event we fail to do so.  The provision
of such financial guarantee is a condition of our operating permit.  Loss of the
litigation  would  have  required  us  to find replacement bonding in a material
amount.  If  any future claims result in a judgment against us or are settled on


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<PAGE>
unfavorable terms, our results of operations, financial condition and cash flows
could  be  materially  adversely  affected.  We  are not engaged in any material
litigation  at  this  time.  See  "Legal  Proceedings."

     WE ARE DEPENDENT ON CERTAIN KEY PERSONNEL.

     We  are  currently  dependent  upon  the ability and experience of R. David
Russell,  our  President  and Chief Executive Officer; R. Llee Chapman, our Vice
President-Finance, Chief Financial Officer, Treasurer and Controller; Richard F.
Nanna,  our  Vice  President-Exploration;  David  K.  Young,  our  Vice
President-Business  Development;  Donald  W.  Vagstad, our Vice President-Legal,
General  Counsel  and  Secretary; Wade Bristol, our Vice President-United States
Operations;  Melvyn  Williams,  our  Senior Vice President-Finance and Corporate
Development;  and  Donald  O.  Miller,  our  Vice  President-Human Resources and
Administration.  There can be no assurance that we will be able to retain any or
all  of  such officers. We currently do not carry key person insurance on any of
these  individuals,  and  the  loss of one or more of them could have a material
adverse  effect  on  our  operations. We have entered into employment agreements
with  each of Messrs. Russell, Chapman,  Nanna, Young, Vagstad and Bristol which
provide  for  certain  payments upon termination or resignation resulting from a
change  of  control  (as  defined  in  such  agreements).  We compete with other
companies  both  within  and  outside the mining industry in connection with the
recruiting  and  retention  of  qualified  employees  knowledgeable  in  mining
operations.

     RISKS RELATING TO THE METALS MINING INDUSTRY

OUR  EARNINGS  MAY  BE  AFFECTED  BY  METALS  PRICE VOLATILITY, SPECIFICALLY THE
VOLATILITY  OF  GOLD  AND  ZINC  PRICES.

     We  derive all of our revenues from the sale of gold, silver, lead and zinc
and,  as  a  result,  our  earnings  are directly related to the prices of these
metals.  Changes  in  the  price of gold significantly affect our profitability.
Gold  prices  historically  have  fluctuated  widely, based on numerous industry
factors  including:

     -    industrial  and  jewelry  demand;

     -    central  bank  lending,  sales  and  purchases  of  gold;

     -    forward  sales  of  gold  by  producers  and  speculators;

     -    production  and  cost  levels  in  major  gold-producing  regions; and

     -    rapid  short-term  changes in supply and demand because of speculative
     or  hedging  activities;

     Gold  prices  are  also  affected by macroeconomic factors, including:

     -    confidence  in  the  global  monetary  system;

     -    expectations  of  the  future  rate  of  inflation  (if  any);

     -    the  strength  of, and confidence in, the U.S. dollar (the currency in
     which  the  price  of  gold is generally quoted) and other currencies;


                                                                              43
<PAGE>
     -    interest  rates;  and

     -    global  or  regional  political  or economic events, including but not
     limited  to  acts  of  terrorism.

     The  current demand for, and supply of, gold also affects gold prices.  The
supply  of  gold  consists of a combination of new production from mining and of
existing  stocks of bullion held by government central banks, public and private
financial  institutions,  industrial  organizations and private individuals.  As
the  amounts  produced  by  all  producers in any single year constitute a small
portion  of  the  total  potential  supply of gold, normal variations in current
production  do not usually have a significant impact on the supply of gold or on
its  price.  Mobilization  of  gold stocks held by central banks through lending
and  official sales may have a significant adverse impact on the gold price.  If
revenue  from  gold  sales  decline  for  a substantial period below the cost of
production  at  any or all of our operations, we could be required to reduce our
reserves  and  make  a  determination  that  it  is not economically feasible to
continue  either  the  commercial  production  at  any  or  all  of  our current
operations  or  the  exploration  at  some  or  all  of  our  current  projects.

     Price  volatility  also  appears  in the silver, zinc and lead markets.  In
particular,  our Montana Tunnels Mine has historically produced approximately 45
million pounds of these metals annually, and therefore we are subject to factors
such  as  world  economic  forces  and  supply  and  demand.

     All  of  the above factors are beyond our control and are impossible for us
to  predict.  If  the  market  prices  for  these metals fall below our costs to
produce  them  for  a  sustained  period  of time, we will experience additional
losses  and  may have to discontinue exploration and/or mining at one or more of
our  properties.

     On  March 15, 2004, the closing prices for gold, silver, zinc and lead were
$398.10  per  ounce,  $7.10  per  ounce,  $0.50  per pound and $0.406 per pound,
respectively.

     THE  VOLATILITY  OF METALS PRICES MAY ALSO ADVERSELY AFFECT OUR EXPLORATION
EFFORTS.

     Our  ability  to  produce  gold,  silver,  zinc  and  lead in the future is
dependent  upon  our  exploration  efforts,  and  our ability to develop new ore
reserves.  If  prices  for  these  metals  decline,  it  may not be economically
feasible  for  us  to  continue  our  exploration  of  a  project or to continue
commercial  production  at  some  or  all  of  our  properties.

     OUR ORE RESERVE ESTIMATES MAY NOT BE REALIZED.

     We  estimate  our reserves on our properties as either "proven reserves" or
"probable  reserves".  Our ore reserve figures and costs are primarily estimates
and  are  not  guarantees that we will recover the indicated quantities of these
metals.  We  estimate  proven  reserve quantities through extensive sampling and
testing  of  sites  containing  the  applicable  ore  that  allow  us to have an
established estimate as to the amount of such ore that we expect to extract from
a  site.  Such  sampling  and  tests  are  conducted by us and by an independent
company hired by us.  Probable reserves are computed with information similar to
that  used  for proven resources, but the sites for sampling are less extensive,
and  the  degree of certainty as to the content of a site is less.  Reserves are
estimates made by our technical personnel and no assurance can be given that the


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<PAGE>
estimate  of  the  amount  of  metal or the indicated level of recovery of these
metals  will  be  realized.  Reserve estimation is an interpretive process based
upon  available data.  Further, reserves are based on estimates of current costs
and  prices.  Our reserve estimates for properties that have not yet started may
change  based  on actual production experience.  In addition, the economic value
of  ore  reserves  may  be  adversely  affected  by:

     -  declines  in  the  market  price  of  the  various  metals  we  mine;

     -  increased  production  or  capital  costs;  or

     -  reduced  recovery  rates.

     Reserve  estimates  will  change  as existing reserves are depleted through
production,  as  well as changes in estimates caused by changing production cost
and/or  metals  prices.  Changes in reserves may also reflect that grades of ore
fed  to process may be different from stated reserve grades because of variation
in  grades  in  areas  mined,  mining  dilution,  recoveries  and other factors.
Reserves  estimated  for  properties  that have not yet commenced production may
require  revision  based  on  actual  production  experience.

     Declines  in  the  market price of metals, as well as increased production,
capital  costs and reduced recovery rates, may render ore reserves uneconomic to
exploit  unless  the  utilization  of  forward  sales contracts or other hedging
techniques  is  sufficient to offset such effects. If our realized price for the
metals  we  produce  were  to  decline  substantially  below  the levels set for
calculation  of  reserves for an extended period, there could be material delays
in  the  exploration  of  new projects, increased net losses, reduced cash flow,
restatements  or  reductions in reserves and asset write-downs in the applicable
accounting  periods.  Reserves  should  not be interpreted as assurances of mine
life  or  of the profitability of current or future operations. No assurance can
be  given  that  the  estimate  of the amount of metal or the indicated level of
recovery  of  these  metals  will  be  realized.

     WE MAY NOT ACHIEVE OUR PRODUCTION ESTIMATES.

     We  prepare  estimates of future production for our operations.  We develop
our  plans  based  on, among other things, mining experience, reserve estimates,
assumptions  regarding  ground  conditions  and physical characteristics of ores
(such  as  hardness  and  presence  or  absence  of  certain  metallurgical
characteristics)  and  estimated  rates and costs of mining and processing.  Our
actual  production  may vary from estimates for a variety of reasons, including:

     -    risks  and  hazards  of  the  types  discussed  in  this  section;

     -    actual  ore  mined  varying from estimates of grade, tonnage, dilution
          and  metallurgical  and  other  characteristics;

     -    short-term operating factors relating to the ore reserves, such as the
          need  for  sequential  development of ore bodies and the processing of
          new  or  different  ore  grades;

     -    mine  failures,  pit  wall  cave-ins  or  equipment  failures;

     -    natural  phenomena  such  as  inclement weather conditions, floods and
          earthquakes;


                                                                              45
<PAGE>
     -    unexpected  labor  shortages  or  strikes;

     -    restrictions  or  regulations  imposed  by  government  agencies;  and

     -    litigation  pursued  by governmental agencies or environmental groups.

     Each  of  these  factors also applies to sites not yet in production and to
operations  that are to be expanded.  In these cases, we do not have the benefit
of  actual  experience  in our estimates, and there is a greater likelihood that
the  actual  results  will  vary  from  the  estimates.

     THE SUCCESS OF OUR EXPLORATION PROJECTS IS UNCERTAIN.

     From time to time we will engage in the exploration of new ore bodies.  Our
ability  to  sustain or increase our present level of production is dependent in
part  on  the  successful exploration of such new ore bodies and/or expansion of
existing  mining  operations.  The  economic  feasibility  of  such  exploration
projects  is  based  upon  many  factors,  including:

     -    estimates  of  reserves;

     -    metallurgical  recoveries;

     -    capital  and  operating  costs  of  such  projects;  and

     -    future  gold/metal  prices.

     Exploration  projects  are  also  subject  to  the successful completion of
feasibility  studies,  issuance of necessary governmental permits and receipt of
adequate  financing.

     Exploration projects have no operating history upon which to base estimates
of future cash flow.  Our estimates of proven and probable ore reserves and cash
operating  costs  are,  to  a  large  extent,  based  upon detailed geologic and
engineering analysis.  We also conduct feasibility studies that derive estimates
of  capital  and  operating  costs  based  upon  many  factors,  including:

     -    anticipated  tonnage  and  grades  of  ore  to be mined and processed;

     -    the  configuration  of  the  ore  body;

     -    ground  and  mining  conditions;

     -    expected  recovery  rates  of  the  gold  from  the  ore;  and

     -    anticipated  environmental  and  regulatory  compliance  costs.

     It is possible that actual costs and economic returns may differ materially
from  our  best  estimates.  It  is  not  unusual in the mining industry for new
mining  operations  to  experience unexpected problems during the start-up phase
and  to  require  more  capital  than  anticipated.

     ORE  EXPLORATION  IN  GENERAL,  AND  GOLD  EXPLORATION  IN  PARTICULAR, ARE
SPECULATIVE.


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<PAGE>
     Exploration  for  ore  is  speculative,  and  gold  exploration  is  highly
speculative  in  nature.  Exploration projects involve many risks and frequently
are unsuccessful.  There can be no assurance that our future exploration efforts
for gold or other metals will be successful.  Success in increasing our reserves
will  be  the  result  of  a  number  of  factors,  including  the  following:

     -    quality  of  management;

     -    geological  and  technical  expertise;

     -    quality  of  land  available  for  exploration;  and

     -    capital  available  for  exploration.

     If  we  discover  a  site  with  gold  or other mineralization, it may take
several  years from the initial phases of drilling until production is possible.
Mineral  exploration, particularly for gold and silver, is highly speculative in
nature,  capital intensive, involves many risks and frequently is nonproductive.
There  can  be  no  assurance  that  our  mineral  exploration  efforts  will be
successful.  Once  mineralization  is  discovered, it may take a number of years
from  the  initial phases of drilling until production is possible, during which
time  the  economic  feasibility  of  production  may  change.  Substantial
expenditures  are  required  to  establish  ore  reserves  through  drilling, to
determine metallurgical processes to extract the metals from the ore and, in the
case  of  new  properties,  to construct mining and processing facilities.  As a
result  of  these  uncertainties, no assurance can be given that our exploration
programs  will  result  in the expansion or replacement of existing ore reserves
that  are  being  depleted  by  current  production.

     WE ARE DEPENDENT UPON OUR MINING PROPERTIES.

     All  of  our  revenues  are  currently  derived from our mining and milling
operations  at  the  Montana Tunnels Mine and Florida Canyon Mine, which are low
grade mines.  If operations at either of these mines or at any of our processing
facilities  are  reduced,  interrupted  or  curtailed,  as  a  result of natural
phenomena,  equipment  malfunction  or otherwise, our ability to generate future
revenues  and  profits  could  be  materially  adversely  affected.

     POSSIBLE HEDGING ACTIVITIES COULD EXPOSE US TO LOSSES.

     We  have entered into hedging contracts for gold in the aggregate amount of
100,000  ounces  involving  the use of put and call options.  The contracts give
the  holder the right to buy and us 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 of $295 per ounce and a call option of
$345  per ounce.  As at February 29, 2004, 72,280 ounces remained outstanding on
these  contracts.  In the future, we may enter into additional hedging contracts
that  may  involve  outright  forward  sales  contracts,  spot-deferred  sales
contracts, the use of options which may involve the sale of call options and the
purchase  of  all these hedging instruments. See "Selected Financial Information
-  Hedging  Activities."

     WE FACE SUBSTANTIAL GOVERNMENTAL REGULATION.

     Safety. Our U.S. mining operations are subject to inspection and regulation
by  the Mine Safety and Health Administration of the United States Department of
Labor  ("MSHA")  under the provisions of the Mine Safety and Health Act of 1977.


                                                                              47
<PAGE>
The Occupational Safety and Health Administration ("OSHA") also has jurisdiction
over  safety  and health standards not covered by MSHA.  Our policy is to comply
with  applicable  directives  and  regulations  of  MSHA  and  OSHA.

     Current  Environmental  Laws  and  Regulations.  We  must  comply  with
environmental  standards,  laws  and  regulations  that may result in greater or
lesser  costs  and  delays depending on the nature of the regulated activity and
how  stringently  the  regulations  are implemented by the regulatory authority.
The  costs  and delays associated with compliance with such laws and regulations
could stop us from proceeding with the exploration of a project or the operation
or  future exploration of a mine.  Laws and regulations involving the protection
and  remediation  of  the  environment  and  the  governmental  policies  for
implementation  of  such  laws  and  regulations are constantly changing and are
generally  becoming  more  restrictive.  We have made, and expect to make in the
future,  significant  expenditures  to  comply  with  such laws and regulations.
These  requirements  include  regulations under many state and U.S. federal laws
and  regulations,  including:

     -    the  Comprehensive  Environmental Response, Compensation and Liability
          Act  of 1980 ("CERCLA" or "Superfund") which regulates and establishes
          liability  for  the  release  of  hazardous  substances;

     -    the  U.S.  Endangered  Species  Act;

     -    the  Clean  Water  Act;

     -    the  Clean  Air  Act;

     -    the  U.S.  Resource  Conservative  and  Recovery  Act  ("RCRA");

     -    the  Migratory  Bird  Treaty  Act;

     -    the  Safe  Drinking  Water  Act;

     -    the  Emergency  Planning  and  Community  Right-to-Know  Act;

     -    the  Federal  Land  Policy  and  Management  Act;

     -    the  National  Environmental  Policy  Act;  and

     -    the  National  Historic  Preservation  Act.

     The United States Environmental Protection Agency continues the development
of  a solid waste regulatory program specific to mining operations such as ours,
where  the  mineral  extraction  and  beneficiation  wastes are not regulated as
hazardous  wastes  under  RCRA.

     Some  of  our  partially  owned  properties  are located in historic mining
districts  with  past production and abandoned mines.  The major historical mine
workings  and  processing facilities owned (wholly or partially) by us are being
targeted  by  the  Montana  Department  of  Environmental  Quality  ("MDEQ") for
publicly-funded  cleanup, which reduces our exposure to financial liability.  We
are  participating  with  the MDEQ under Voluntary Cleanup Plans on those sites.
Our  cleanup  responsibilities have been completed at the Corbin Flats ("CECRA")
Facility  and  at  the  Gregory  Mine  site,  both  located in Jefferson County,
Montana, under programs involving cooperative efforts with the MDEQ.  The Corbin
Flats CECRA Facility was the MDEQ's number one priority site in Jefferson County


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<PAGE>
targeted  for  cleanup under the Montana Comprehensive Environmental Cleanup and
Responsibility  Act ("CECRA").  The MDEQ has reimbursed us for more than half of
our  cleanup  costs  at  the Corbin Flats CECRA Facility under two Montana State
public  environmental  cleanup funding programs.  MDEQ has completed remediation
of  the  Washington Mine site at public expense under the Surface Mining Control
and  reclamation Act of 1977 ("SMCRA").  In February 2004 we consented to MDEQ's
entry  onto  the  portion  of  the Washington Mine site owned by us to undertake
publically-funded  remediation  under  SMCRA.  In March, 2004, we entered into a
definitive  written  settlement agreement with MDEQ and the BLM under which MDEQ
will  conduct publicly-funded remediation of the Wickes Smelter site under SMCRA
and  will grant us a site release in exchange for our donation of the portion of
the  site  owned by us to BLM for use as a waste repository.  However, there can
be  no  assurance  that  we  will  continue  to  resolve  disputed liability for
historical  mine and ore processing facility waste sites on such favorable terms
in  the future.  We remain exposed to liability, or assertions of liability that
would  require  expenditure  of  legal  defense  costs,  under joint and several
liability  statutes  for  cleanups  of  historical wastes that have not yet been
completed.

     Environmental  laws and regulations may also have an indirect impact on us,
such  as  increased  costs  for  electricity  due to acid rain provisions of the
United States Clean Air Act Amendments of 1990.  Charges by refiners to which we
sell  our  metallic  concentrates and products have substantially increased over
the  past  several  years  because  of  requirements  that refiners meet revised
environmental  quality  standards.  We  have  no  control  over  the  refiners'
operations  or  their  compliance  with  environmental  laws  and  regulations.

     Potential  Legislation.  Changes  to  the  current  laws  and  regulations
governing  the  operations and activities of mining companies, including changes
in  permitting, environmental, title, health and safety, labor and tax laws, are
actively considered from time to time.  We cannot predict such changes, and such
changes  could  have  a  material  adverse  impact  on  our  business.  Expenses
associated  with  the  compliance  with  such  new  laws or regulations could be
material.  Further,  increased  expenses  could  prevent  or  delay  exploration
projects  and  could  therefore  affect  future  levels  of  mineral production.

     WE  ARE  SUBJECT  TO  ENVIRONMENTAL  RISKS.

     Environmental Liability.  We are subject to potential risks and liabilities
associated  with pollution of the environment and the disposal of waste rock and
materials  that  could  occur  as  a  result  of  our  mineral  exploration  and
production.  To the extent that we are subject to environmental liabilities, the
payment  of  such  liabilities  or  the  costs  that  we  may  incur  to  remedy
environmental  pollution  would reduce funds otherwise available to us and could
have  a  material  adverse  effect  on  our  financial  condition  or results of
operations.  If we are unable to fully remedy an environmental problem, we might
be  required  to  suspend  operations  or enter into interim compliance measures
pending  completion  of  the  required  remedy.  The  potential  exposure may be
significant  and  could  have  a  material  adverse  effect  on us.  We have not
purchased  insurance  for environmental risks (including potential liability for
pollution  or  other  hazards  as  a  result  of  the disposal of waste products
occurring from exploration and production) because it is not generally available
at  a  reasonable  price.

     Environmental  Permits.  All of our exploration, development and production
activities  are  subject  to  regulation under one or more of the various state,
federal and provincial environmental laws and regulations in Canada and the U.S.
Many  of  the  regulations  require us to obtain permits for our activities.  We
must  update  and  review  our  permits  from  time  to time, and are subject to


                                                                              49
<PAGE>
environmental  impact  analyses and public review processes prior to approval of
the  additional  activities.  It  is  possible that future changes in applicable
laws,  regulations  and  permits  or  changes in their enforcement or regulatory
interpretation  could have a significant impact on some portion of our business,
causing  those  activities  to  be economically reevaluated at that time.  Those
risks  include, but are not limited to, the risk that regulatory authorities may
increase bonding requirements beyond our financial capabilities.  The posting of
bonding in accordance with regulatory determinations is a condition to the right
to  operate  under  all  material  operating permits, and therefore increases in
bonding  requirements  could  prevent  our operations from continuing even if we
were  in  full  compliance  with  all  substantive  environmental  laws.

     WE  FACE STRONG COMPETITION FROM OTHER MINING COMPANIES FOR THE ACQUISITION
OF  NEW  PROPERTIES.

     Mines have limited lives and as a result, we may seek to replace and expand
our reserves through the acquisition of new properties.  In addition, there is a
limited  supply  of  desirable  mineral lands available in the United States and
other  areas  where  we  would consider conducting exploration and/or production
activities.  Because  we  face  strong competition for new properties from other
mining  companies,  some of whom have greater financial resources than we do, we
may  be  unable  to  acquire  attractive  new mining properties on terms that we
consider  acceptable.

     THE TITLES TO SOME OF OUR UNITED STATES PROPERTIES MAY BE DEFECTIVE.

     Certain of our mineral rights consist of "unpatented" mining claims created
and  maintained  in  accordance  with  the  U.S.  General  Mining  Law  of 1872.
Unpatented  mining  claims are unique U.S. property interests, and are generally
considered  to  be  subject  to  greater  title  risk  than  other real property
interests  because  the validity of unpatented mining claims is often uncertain.
This  uncertainty arises, in part, out of the complex federal and state laws and
regulations  under  the  General Mining Law.  Also, unpatented mining claims are
always  subject  to  possible  challenges  by  third  parties or contests by the
federal  government.  The  validity  of  an unpatented mining claim, in terms of
both  its location and its maintenance, is dependent on strict compliance with a
complex  body  of  federal and state statutory and decisional law.  In addition,
there  are  few  public records that definitively control the issues of validity
and  ownership  of  unpatented  mining  claims.

     In  recent  years,  the  U.S.  Congress has considered a number of proposed
amendments  to  the  General  Mining Law.  Although no such legislation has been
adopted  to  date,  there  can be no assurance that such legislation will not be
adopted  in  the  future.  If  ever adopted, such legislation could, among other
things,  impose  royalties  on  gold production from currently unpatented mining
claims  located on federal lands.  If such legislation is ever adopted, it could
have  an  adverse impact on earnings from our operations, could reduce estimates
of  our  reserves  and  could  curtail  our  future  exploration and development
activity  on  federal  lands.

     While  we have no reason to believe that the existence and extent of any of
our properties are in doubt, title to mining properties are subject to potential
claims  by  third  parties  claiming an interest in them.  The failure to comply
with  all applicable laws and regulations, including failure to pay taxes, carry
out and file assessment work, may invalidate title to portions of the properties
where  the  mineral  rights  are  not  owned  by  us.

     OUR  OPERATIONS  MAY  BE ADVERSELY AFFECTED BY RISKS AND HAZARDS ASSOCIATED
WITH  THE  MINING  INDUSTRY.


                                                                              50
<PAGE>
     Our business is subject to a number of risks and hazards including:

     -    environmental  hazards;

     -    political  and  country  risks;

     -    industrial  accidents;

     -    labor  disputes;

     -    unusual  or  unexpected  geologic  formations;

     -    cave-ins;

     -    slope  failures  and  landslides;  and

     -    flooding  and  periodic  interruptions  due  to inclement or hazardous
          weather  conditions.

     Such  risks  could  result  in:

     -    damage  to  or  destruction  of  mineral  properties  or  producing
          facilities;

     -    personal  injury  or  death;

     -    environmental  damage;

     -    delays  in  mining;

     -    monetary  losses;  and

     -    legal  liability.

     For  some  of  these  risks, we maintain insurance to protect against these
losses  at  levels  consistent  with  our  historical  experience  and  industry
practice.  However,  we may not be able to maintain this insurance, particularly
if  there  is a significant increase in the cost of premiums.  Insurance against
environmental risks is generally too expensive for us and other companies in our
industry,  and, therefore, we do not maintain environmental insurance.  Recently
we have experienced several slides at our Montana Tunnels Mine that has affected
our  milling  operations  causing  us  to  lose  valuable  production  time  and
consequently  reducing  our  revenues.  To  the  extent  we  are  subject  to
environmental  liabilities,  we  would  have  to  pay  for  these  liabilities.
Moreover, in the event that we are unable to fully pay for the cost of remedying
an  environmental  problem,  we might be required to suspend operations or enter
into  other  interim  compliance  measures.

SPECIAL  NOTE  ON  FORWARD-LOOKING  STATEMENTS

     This  Annual  Report  on Form 10-K includes forward-looking statements that
reflect  our  current  expectations  and  projections  about our future results,
performance,  prospects,  and  opportunities.  We  have  tried to identify these
forward-looking statements by using words such as "may," "expect," "anticipate,"
"believe,"  "intend,"  "plan,"  "estimate,"  and  similar  expressions.  These


                                                                              51
<PAGE>
forward-looking  statements  are  based on information currently available to us
and  are  subject  to  a  number of risks, uncertainties, and other factors that
could  cause  our  actual  results,  performance, prospects, or opportunities to
differ  materially from those expressed in, or implied by, these forward-looking
statements.  These  risks, uncertainties, and other factors include, but are not
limited  to:

     -    metal  prices  and  price  volatility;

     -    amount  of  metal  production;

     -    costs  of  production;

     -    remediation,  reclamation,  and  environmental  costs;

     -    regulatory  matters;

     -    the  results  or  settlement  of  pending  litigation;

     -    cash  flow;

     -    revenue  calculations;

     -    the  nature  and  availability  of  financing;  and

     -    project  risks.

     See  "Risk  Factors"  for  a  description of these factors.  Other matters,
including  unanticipated events and conditions, also may cause our actual future
results  to  differ materially from these forward-looking statements.  We cannot
assure  you  that  our  expectations will prove to be correct.  In addition, all
subsequent  written  and  oral  forward-looking statements attributable to us or
persons  acting  on  our behalf are expressly qualified in their entirety by the
cautionary  statements  mentioned above.  You should not place undue reliance on
these  forward-looking  statements.  All of these forward-looking statements are
based  on  our  expectations  as of the date of this Annual Report on Form 10-K.
Except  as  required  by  federal securities laws, we do not intend to update or
revise  any  forward-looking statements, whether as a result of new information,
future  events,  or  otherwise.

ITEM  3.  LEGAL  PROCEEDINGS

SAFECO  LITIGATION

     We  have  successfully  defended an appeal following litigation involving a
mining  reclamation  bond  in  the  amount of $16,936,130 (the "Bond") issued by
Safeco  Insurance  Company  of  America  ("Safeco").

     The  purpose  of  the bond is to provide financial guarantees to the United
States  to  ensure that our Florida Canyon Mine in Pershing County, Nevada, will
be  reclaimed  in  the  event  we fail to do so. The provision of such financial
guarantee  is  a condition of our operating permit. Loss of the litigation would
require  us  to  find  replacement  bonding  in  a  material  amount.


                                                                              52
<PAGE>
     During  the  bankruptcy  proceedings  of  Pegasus  Gold Corporation, Safeco
stated  that  it  intended  to  cancel  our  bond  at  its first opportunity and
suggested  that  its  obligations  for  post-cancellation  coverage  would  be
exonerated  if we continued to mine after cancellation.  By letter dated May 12,
1999, Safeco cancelled the bond.  On May 13, 1999, Safeco filed an action in the
United  States  District  Court  for  the Western District of Washington, Safeco
Insurance Company of America v. Florida Canyon Mining, Inc., Case No. C99 0766Z,
seeking  a  declaration  that  it  was  entitled to cancel the bond and that its
post-cancellation  coverage  obligations  do  not  extend  to  post-cancellation
disturbances.

     On  June  21,  1999,  we  answered  Safeco's  complaint  and  asserted  a
counterclaim  against  Safeco  for  declaratory judgment, anticipatory breach of
contract,  and  breach  of  the  surety's  duty of good faith, based on Safeco's
wrongful  disclaimer  of its post-cancellation obligations.  On July 6, 1999, we
moved  to  transfer  the  action  from the Western District of Washington to the
District  of Nevada and for an expedited, partial summary judgment that the Bond
remains  in  full  force and effect after cancellation as to all areas disturbed
prior  to the effective date of cancellation.  Our motion to transfer the action
to  the  District  of  Nevada  was  granted  on  August  2,  1999.

     On  August  10,  1999, the United States District Court for the District of
Nevada  granted  partial  summary  judgment  in  favor  of  us on Count I of our
counterclaim, holding that the Bond "shall remain in full force and effect as to
all areas disturbed within the plan of operations prior to the effective date of
cancellation,"  that  the  Bond's  language "encompasses further disturbances to
previously  disturbed  areas within the plan of operations which may occur after
the effective date of cancellation," and that "SAFECO's liability shall continue
irrespective  of  continued  mining  activities,  after  the  effective  date of
cancellation,  within the areas of the plan of operations disturbed prior to the
effective  date  of cancellation."  The Court denied our prayers for damages and
attorney's  fees  against  Safeco.  The  Court also consolidated the transferred
action  with  a related case that had been filed against Safeco on July 2, 1999,
by  the  United  States  and the State of Nevada, United States et al. v. Safeco
Insurance  Company  of  America,  CV-N-99-00361-DWH  (PHA).  On August 30, 1999,
Safeco  moved  for  reconsideration of the order granting our partial motion for
summary  judgment.  On  August  14,  2000,  the  court  denied  Safeco's motion.

     By  stipulation  entered  by the Court on February 15, 2002, we agreed with
the  United  States,  State  of  Nevada and Safeco as to the area of the Florida
Canyon Mine disturbed as of August 15, 1999.  That stipulation resolved the last
substantive  issue  in  dispute  in  the  litigation.

     Following  the  stipulation,  the  parties  negotiated  the  form  of final
judgment  implementing  the  August 10, 1999, summary judgment order, the August
14,  2000,  reconsideration  denial  order,  and  the  February  15,  2002,
area-disturbed  stipulation.  The  Court  entered  final  judgment  in  the form
requested  by  the  parties  on  March  8,  2002.

     Safeco  filed a notice of appeal from the final judgment and all underlying
orders.  On May 12, 2003 the Ninth Circuit Court of Appeals heard oral arguments
of  Safeco's  appeal  and  underlying  orders,  and  on  May 29, 2003, a not for
publication  memorandum  decision was delivered by a three-judge panel affirming
the  U.S.  District Court judgment in our favor.  Safeco did not file any notice
of  appeal, and the period within which further appeal was permitted has lapsed.
Accordingly,  the  judgment  of  the  District  Court  has  become  final.

     We  did  not  appeal  the  court's  denial  of  our prayers for damages and
attorneys'  fees  against  Safeco, and we do not expect otherwise to recover any
damages,  litigation  costs,  or  attorneys'  fees from Safeco.  Safeco's future
intentions  with  respect  to  the  cancelled  Safeco  bond  are  not  known.


                                                                              53
<PAGE>
     At  the  time  Safeco  cancelled  the Bond, Safeco also cancelled a similar
reclamation  surety  bond in the amount of $520,000 issued by Safeco, as surety,
on behalf of the former Diamond Hill, Inc., (a wholly-owned subsidiary of Apollo
Gold,  Inc.),  as principal, payable to the State of Montana, as beneficiary, to
secure Diamond Hill, Inc.'s reclamation obligations at Diamond Hill, Inc.'s mine
located  in  Broadwater County, Montana (the "Diamond Hill, Inc. Bond").  During
2001,  following  a  protracted  series  of  litigation  proceedings  brought,
variously,  by  Safeco,  Diamond Hill, Inc., the United States, and the State of
Montana,  before,  variously,  four  different  courts  located in the States of
Washington and Montana, all issues were resolved by settlement agreement and all
legal  proceedings were dismissed with prejudice.  The settlement did not result
in  any net loss of Safeco-furnished bonding for our subsidiaries as a whole nor
any  other material loss or expense.  As a part of the settlement, Diamond Hill,
Inc.  waived  recovery of any damages, litigation costs, or attorneys' fees from
Safeco  in  connection  with  the  Diamond  Hill,  Inc.  Bond.

STATE OF MONTANA, DEPARTMENT OF ENVIRONMENTAL QUALITY CLAIMS PROCEEDINGS RELATED
TO  ENVIRONMENTAL  MATTERS.

     On or about August 3, 1998, during the course of Montana, Inc.'s Bankruptcy
Proceedings,  the State of Montana, Department of Environmental Quality ("MDEQ")
filed  several  Proofs  of  Claim  alleging  that  Montana, Inc. owed compliance
obligations  to  the  State  of  Montana  relating  to  several mining sites and
alleging,  among  other  things,  that Montana, Inc. had a general obligation to
continue  to pay permit and license fees as they become due post-petition and to
continue  to  comply  with  all  federal  and  state  environmental statutes and
regulations  governing operations.  Montana, Inc. filed timely objections to the
MDEQ  Proofs  of Claim, and hearings on the MDEQ Proofs of Claim were held under
the  Bankruptcy  Courts  Local  Rule  3007,  during  which  MDEQ and the Debtors
stipulated  on the record of the hearing that determination of the merits of the
MDEQ  Proofs  of  Claim  should be determined after the confirmation hearing and
further negotiations and that the claims proceedings on all MDEQ Proofs of Claim
were  to  be  taken  off calendar without prejudice to be reset for hearing at a
date to be determined after confirmation proceedings on the Continuing Companies
Plan.  Montana,  Inc.  and MDEQ have been in negotiations aimed at resolving the
MDEQ  Proofs of Claim since November 23, 1998, and no further claims proceedings
in  the  Bankruptcy  Court  have  been initiated by either party with respect to
MDEQs  Proofs  of  Claim  or Montana, Inc.'s objections. Montana, Inc.'s Plan of
Reorganization  was  confirmed  and  became  effective  on February 5, 1999.  On
September  28,  2000,  the  Bankruptcy  Court entered a Final Decree closing the
Montana,  Inc.  Bankruptcy  Case  but  expressly reserving the Bankruptcy Courts
jurisdiction  over  the  pending  MDEQ  Proofs  of  Claim.

     Montana,  Inc.  believes  that  MDEQ's  recovery of remediation costs as an
allowed  administrative claim payable in cash (or as a post effective-date claim
not  impacted  by the plan of reorganization or bankruptcy laws at all), if any,
would  be  limited  under  applicable  laws  to  remediation  expenses involving
property  owned by Montana, Inc. on or after January 16, 1998.  Montana, Inc. is
not  aware  of  any  insurance  polices  that  would  respond  to  the  MDEQ's
environmental  claims  and  has  not tendered its defense to any insurer at this
time.  Montana,  Inc.  and MDEQ have made progress in negotiating resolutions of
MDEQ's  environmental  claims  outside  of  judicial  proceedings.

     By  settlement  agreement  dated  August  14, 2001, Montana, Inc., and MDEQ
reached  agreement  on the Corbin Flats CECRA Facility site located in Jefferson
County, Montana, which is partially owned by Montana, Inc., and was contaminated
by  19th  and  early  20th  Century  ore  processing wastes.  Montana, Inc., has
completed  its  remediation  obligations  under  the  settlement  agreement, has


                                                                              54
<PAGE>
received  reimbursements  from  public  funds  in  excess  of  50%  of the costs
incurred,  and  has  posted  a  cash  bond in the amount of $30,591 with MDEQ to
secure its on-going site operation, maintenance and monitoring obligations under
the  settlement  agreement.  Pursuant  to  the  settlement  agreement,  MDEQ has
formally  withdrawn  that  part of its Proofs of Claim that relate to the Corbin
Flats  CECRA  Facility  site.

     By  settlement  agreement dated September 10, 2001, Montana, Inc., and MDEQ
also  reached  agreement  on  the  Gregory  Mine SMCRA site located in Jefferson
County, Montana, which is partially owned by Montana, Inc., and was contaminated
by  19th  and  early  20th  Century  mine  tailing wastes.  Under the agreement,
Montana,  Inc.,  furnished  in-kind  remediation  services  to  MDEQ,  and  MDEQ
conducted  remediation  at  public  expense under the Surface Mining Control and
Reclamation  Act of 1977 ("SMCRA").  Montana, Inc. has completed its obligations
under  the  agreement  and  has  received  a  site  release  from  MDEQ.

     By  instrument  dated  February  13,  2004,  Montana, Inc. has consented to
MDEQ's  entry  onto  that  part of the Washington Mine SMCRA site owned by it to
permit  MDEQ  to conduct remediation at public expense under SMCRA.  The site is
located  in  Jefferson  County,  Montana, is contaminated by 19th and early 20th
Century  mine  tailings,  and is partially owned by Montana, Inc.  Montana, Inc.
has  not  agreed  to  make  any  payment  or  to perform any further services in
connection  with  MDEQ's  remediation  and  has  not  received  a  site release.

     By  settlement agreement dated March 12, 2004, Montana, Inc., MDEQ, and BLM
have  reached  agreement  on  the Wickes Smelter SMCRA site located in Jefferson
County,  Montana, which is partially owned by Montana, Inc., and is contaminated
by  19th  and  early 20th Century smelter wastes.  Under the agreement, Montana,
Inc.,  will  transfer title to the portion of the site it owns to BLM, MDEQ will
perform  remediation at public expense under SMCRA, Montana, Inc. will receive a
site  release,  and  MDEQ will join in a motion providing for withdrawal of that
part  of  MDEQ's  Proofs  of Claim that relate to the Wickes Smelter SMCRA site.

     MDEQ  and  Montana, Inc. have not reached any agreement with respect to the
Jefferson  City Yards site referred to in MDEQ's Proofs of Claim: a site located
in  Jefferson  County,  Montana,  which  MDEQ  believes  is  contaminated by ore
processing  waste  originating  from the Corbin Flats CECRA site.  Montana, Inc.
has  no  record  of ever having owned any part of the Jefferson City Yards site.
The  Jefferson  City Yards site is the only site specifically referred to in the
MDEQ  Proofs  of  Claim  that  has  not  yet  been  addressed.

     MDEQ  and  Montana,  Inc. are continuing discussions aimed at resolution of
the  portion  of  MDEQ's  Proofs  of  Claim that has not already been withdrawn.
There  can  be  no assurance that Montana, Inc. will continue to have success in
negotiating  favorable  settlements of the outstanding portion of MDEQ Proofs of
Claim  not  already  withdrawn  by  MDEQ.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No  matters  were  submitted  to  a  vote  of  security holders through the
solicitation  of  proxies  or  otherwise,  during the quarter ended December 31,
2003.


                                     PART II

ITEM  5.  MARKET  FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


                                                                              55
<PAGE>
     Our common shares have been traded on the American Stock Exchange under the
trading  symbol  "AGT"  since  August  26,  2003.

     Prior  to  August  26,  2003 and the Plan of Arrangement, our common shares
were  listed  on the Toronto Stock Exchange in Canada under the symbol "IPJ". On
July  3,  2002, we continued trading on the Toronto Stock Exchange under our new
name, Apollo Gold Corporation, and with a new ticker symbol, APG.U, until August
2,  2002,  when it became APG. Quarterly high and low share prices, based on the
American  Stock  Exchange and Toronto Stock Exchange composite transactions, are
shown  below  (figures  in  brackets ( ) represent Canadian dollar equivalents):

<TABLE>
<CAPTION>
      American  Stock  Exchange
      -------------------------
Year  Quarter   High    Low
----  --------  -----  -----
<C>   <S>       <C>    <C>
2003  Fourth    $2.64  $1.40
      Third(1)  $1.97  $1.58
<FN>

(1)  August 26, 2003 through September 30, 2003.
</TABLE>

<TABLE>
<CAPTION>
                         Toronto  Stock  Exchange
                         ------------------------
Year     Quarter           High                  Low
------  ----------  -------------------  -------------------
<S>     <C>         <C>                  <C>
2003    Fourth      $  2.60  (Cdn$3.42)  $1.40    (Cdn$1.85)
        Third       $  1.98  (Cdn$2.73)  $1.63    (Cdn$2.20)
        Second      $  2.34  (Cdn$3.45)  $1.66    (Cdn$2.25)
        First       $  2.75  (Cdn$4.20)  $1.81    (Cdn$2.81)

2002    Fourth      $  2.28  (Cdn$3.60)  $1.15    (Cdn$1.81)
        Third       $  2.61  (Cdn$4.00)  $0.88    (Cdn$1.40)
        Second      $  0.21  (Cdn$0.34)  $0.03    (Cdn$0.06)
        First       $  0.09  (Cdn$0.14)  $0.02    (Cdn$0.03)
</TABLE>

     At  March  15,  2004,  an aggregate of 75,031,198 of our common shares were
issued  and  outstanding and held by 1,831 shareholders of record.  In addition,
12,192,507  warrants  and options were issued and outstanding of which 4,415,468
issued  and  outstanding  options  were granted to our employees under our stock
option  incentive  plan  and  arrangement  option  plan.

     We  have  not  declared  or paid any cash dividends on our capital stock or
other  securities  and  do  not  anticipate  paying  any  cash  dividends in the
foreseeable  future.

ITEM  6.  SELECTED  CONSOLIDATED  FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE
DATA)

     Apollo  Gold  Corporation

     The  following  table sets forth selected historical consolidated financial
data  for  Apollo  Gold  Corporation (formerly Pursuit) as of December 31, 2003,
2002,  2001,  2000 and 1999, derived from our audited financial statements.  The
financial information for the year ended December 31, 2002 differs significantly
from  the  financial  information  for  prior years as a result of the June 2002
acquisition  of  Nevoro.  Financial  information for 2001 and prior years is the
historical financial information of Pursuit.  On June 25, 2002, Pursuit acquired


                                                                              56
<PAGE>
Nevoro  and  its  wholly-owned  subsidiary  Apollo  Gold, Inc.; accordingly, the
statement  of  operations  of  the  Company for the year ended December 31, 2002
includes  the results of Pursuit for the year ended December 31, 2002 and Nevoro
for the period from June 25, 2002 through December 31, 2002.  Subsequent to June
25,  2002,  substantially  all  of  the  gold  mining  and  exploration business
conducted  by the Company consists of the gold mining and exploration operations
of  Apollo  Gold,  Inc.  The  data set forth below should be read in conjunction
with, and is qualified in its entirety by reference to, our financial statements
and  notes  thereto  included elsewhere in this Form 10-K and with "Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations".


                                                                              57
<PAGE>
<TABLE>
<CAPTION>
                         (In Thousands of $, except for share amounts)

                                                             YEARS ENDED
                                                            DECEMBER 31,
                                    -----------------------------------------------------------
                                        2003          2002        2001       2000       1999
                                    ------------  ------------  ---------  ---------  ---------
<S>                                 <C>           <C>           <C>        <C>        <C>
Statements of Operations Data:
Revenues
  Revenue on sales of minerals      $    66,841   $    20,410   $     --   $     --   $     --
                                    ------------  ------------  ---------  ---------  ---------

Operating expenses
  Direct operating costs                 55,684        15,726         --         --         --
  Depreciation and amortization           4,997         3,488         --         38         --
  General and administrative
    expenses                              4,651         2,286        439        588        759
  Share-based compensation                  376           615         --         --         --
  Accretion expense                       1,280           771         --         --         --
  Royalty expenses                          898           508         --         --         --
  Exploration and development             2,117           451         94        116        538
  Write-down of deposits                     --            --         --         60        185
  Write-down and loss on sale
    of marketable securities, net            --            --         --         --         70
  Nevada mineral property
    settlement                               --            --         --         --         52

                                    ------------  ------------  ---------  ---------  ---------
    Subtotal Operating Expenses          70,003        23,845        533        802      1,604
                                    ------------  ------------  ---------  ---------  ---------
Operating loss                           (3,162)       (3,435)      (533)      (802)    (1,604)


Other income (expense)

  Gain on sale of marketable
    securities                               --            --         73        156         --
  Interest income                           213            76          6          8         69
  Interest expense                         (544)         (991)        --         --         --
  Foreign exchange gain and other         1,307         1,299         --         --         --
  Gain on sale of investment                 --            --         --        218         --

Net loss                            $    (2,186)  $    (3,051)  $   (454)  $   (420)  $ (1,535)
Net loss per share, basic and
  diluted                           $     (0.04)  $     (0.16)  $  (0.54)  $  (0.50)  $  (1.95)
Weighted average number of
shares outstanding                   54,536,679    19,297,668    834,124    832,253    788,217

                                                               December 31,

Balance Sheet Data:                        2003          2002       2001       2000       1999
Total assets                        $   120,610   $    78,490   $    112   $    625   $  8,699
Working capital (deficit)           $    35,512   $    13,289   $    (28)  $    441   $    459
Long-term liabilities               $    24,894   $    25,755   $     --   $     --         --
Total shareholders' equity
  deficit)                          $    81,890   $    41,814        (28)  $    441   $  8,521

Net loss for the year under
  Canadian GAAP                          (2,186)       (3,051)      (454)      (420)    (1,535)
Marketable securities                        --            --        (54)        54         --
Convertible Debenture                        --       (20,675)        --         --         --
Share-based compensation                 (1,739)       (2,604)        --         --         --
Gold hedge loss                          (3,095)       (2,265)        --         --         --
Impairment of property, plant
  and equipment and change
  in depreciation                            88        (8,828)        --         --         --
Impairment of capitalized
  deferred stripping costs
  and change in depreciation                (87)       (5,456)        --         --         --
Flow through shares premium
  paid in excess of market
  value                                     238            --         --         --         --
Black Fox development costs              (3,643)           --         --         --         --
                                    ------------  ------------  ---------  ---------  ---------

Net loss for the year under
  US GAAP                               (10,424)      (42,879)      (508)      (366)    (1,535)

Comprehensive loss                      (10,424)      (42,879)      (508)      (366)    (1,535)

Net loss per share, basic and
  Diluted - US GAAP                       (0.19)        (2.22)     (0.61)     (0.44)     (1.95)
</TABLE>


                                                                              58
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

THIS FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
21E  OF  THE  SECURITIES  EXCHANGE  ACT  OF 1934, INCLUDING, WITHOUT LIMITATION,
STATEMENTS  REGARDING OUR EXPECTATIONS, BELIEFS, INTENTIONS OR FUTURE STRATEGIES
THAT ARE SIGNIFIED BY THE WORDS "EXPECTS", "ANTICIPATES", "INTENDS", "BELIEVES",
OR  SIMILAR  LANGUAGE.  THESE  FORWARD-LOOKING  STATEMENTS  INVOLVE  RISKS,
UNCERTAINTIES  AND  OTHER  FACTORS.  ALL  FORWARD-LOOKING STATEMENTS INCLUDED IN
THIS  DOCUMENT  ARE  BASED ON INFORMATION AVAILABLE TO US ON THE DATE HEREOF AND
SPEAK  ONLY  AS  OF  THE  DATE  HEREOF.  THE FACTORS DISCUSSED BELOW UNDER "RISK
FACTORS"  AND  ELSEWHERE  IN  THIS  ANNUAL  REPORT  ON FORM 10-K ARE AMONG THOSE
FACTORS  THAT,  IN  SOME  CASES,  HAVE  AFFECTED OUR RESULTS AND COULD CAUSE THE
ACTUAL  RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING
STATEMENTS.

Overview

     The  following presents a discussion of the financial condition and results
of  operations  of  the  Company for the years ended December 31, 2003, 2002 and
2001.  Prior to June 24, 2002, the Company's operations were those of Pursuit, a
public company previously trading on the Toronto Stock Exchange under the ticker
symbol  "IPJ."  In  June  2002,  Pursuit entered into a Plan of Arrangement that
resulted  in  the merger of Pursuit and Nevoro, a privately held corporation and
the  parent  of  AGI,  a  Delaware  corporation.

     This  Form  10-K  should  be  read  in  conjunction  with  our consolidated
financial  statements  and related notes included in this annual report, as well
as  our  annual financial statements for the fiscal year ended December 31, 2002
and  2001  included  in  our  Form  10 Registration Statement (the "Registration
Statement")  filed  with the SEC.  Certain classifications have been made to the
prior period financial statements to conform to the current period presentation.
Unless  stated  otherwise,  all  dollar  amounts  are  reported as United States
dollars.

     In  this document unless the context otherwise requires, "we", "our", "us",
the  "Company"  or  "Apollo"  mean Apollo Gold Corporation and its subsidiaries.

BACKGROUND  AND  RECENT  DEVELOPMENTS

     We  are  principally  engaged in the exploration, development and mining of
gold.  We  have  focused our mining efforts to date on two principal properties:
our  Montana  Tunnels Mine, owned by one of our subsidiaries, Montana, Inc., and
our Florida Canyon Mine, owned by another one of our subsidiaries, Florida, Inc.
Our  development  activities  involve  our  Black Fox Property and Standard Mine
project and our exploration activities involve our Pirate Gold, Nugget Field and
Diamond  Hill  properties  as  well  as  our  Buffalo  Canyon  and  Willow Creek
properties  acquired  in  2003.

     We are the result of the Plan of Arrangement that resulted in the merger of
Pursuit  and  Nevoro.  Pursuant to the terms of the Plan of Arrangement, Pursuit
acquired  Nevoro  and  continued  operations  under  the  name  of  Apollo  Gold
Corporation.  Through  our  wholly-owned  subsidiary,  AGI acquired by Nevoro in
March  2002,  we  own  the  majority of our assets and operate our business.  We
continued  trading on the Toronto Stock Exchange under our new name, Apollo Gold


                                                                              59
<PAGE>
Corporation, and with a new ticker symbol, APG.U, on July 3, 2002.  On August 2,
2002  our  ticker  symbol  changed  to  APG.

     In  February  2003,  we  filed a Registration Statement on Form 10 with the
SEC.  The  Registration  Statement was declared effective on August 13, 2003. On
August  26,  2003,  the Company began trading on the American Exchange under the
ticker  symbol  AGT.

     We  own  and  operate  the Florida Canyon Mine, a low grade heap leach gold
mine  located  approximately  42  miles  southwest  of  Winnemucca, Nevada.  The
Florida  Canyon Mine produces approximately 100,000 ounces of gold annually.  In
addition to the mining activities being conducted at the Florida Canyon Mine, we
are continuing a drilling program that is directed at confirmation and expansion
of  additional  mineralization,  and  we  are conducting a study to determine if
areas in some of the mine walls may be used for additional mining.

     We  also own and operate the Montana Tunnels Mine, an open pit located near
Helena,  Montana.  When  in  full  production,  the  Montana  Tunnels  Mine  has
historically  produced approximately 78,000 ounces of gold, 26,000 tons of zinc,
8,700  tons of lead and 1,200,000 ounces of silver annually. The Montana Tunnels
Mine  produces  approximately  15%  of its annual gold production in the form of
dore,  an unrefined material consisting of approximately 90% gold, which is then
further  refined.  The  remainder  of  the  mine's  production is in the form of
concentrates,  one a zinc-gold concentrate and the other a lead-gold concentrate
which  are  shipped  to  a  smelter.  We  are paid for the metal content, net of
smelter charges. The Montana Tunnels Mine was idle for approximately four months
in  2002,  while  we made preparations to begin the removal of waste rock at the
mine.  Limited  production  resumed  in October 2002, and full production on the
K-Pit  resumed  in  April  2003.  Since  that time, the Montana Tunnels Mine has
experienced  pit  wall problems that have resulted in significant changes to the
mine plan, including an accelerated stripping schedule to remove 10 million tons
of  material  that  slid  off  the southwest pit wall. In October 2003, a second
waste  stripping  project ("Phase II") known as the L-Pit project was initiated,
and we intend to pre-strip approximately 17 million tons of waste from the south
and  west  high  walls  of  the  open  pit  after which the L-Pit should have an
additional  3  to  4  years  of  mine  life.

     We  have  two  development stage properties, the Black Fox Property ("Black
Fox"),  located  near Timmins, Ontario, and the Standard Mine project (including
the new Buffalo Canyon component), owned by our wholly-owned subsidiary Standard
Gold  Mining,  Inc. located  in  Nevada.  We also have several exploration stage
assets  including  Willow  Creek ("Willow Creek"), Pirate Gold Prospect ("Pirate
Gold")  and  the  Nugget Field Prospect ("Nugget Field"), each located in Nevada
and owned by our wholly-owned subsidiary, Apollo Gold Exploration, Inc.  We also
own  Diamond  Hill  Mine  ("Diamond  Hill"),  an  exploration  asset which is an
unincorporated  division of Montana Tunnels Mining, Inc. and located in Montana.

     In 2003, we focused our exploration efforts on our Black Fox, Standard Mine
and  Buffalo  Canyon properties.  Black Fox is located east of Timmins, Ontario,
and  was  acquired  in  September  2002.  We  currently  anticipate  that  the
development  and  commercialization of Black Fox will require three phases.  The
first  phase commenced in early 2003, and involved a shallow drilling program to
test  the open pit potential and core drilling of 297 core holes from 200 to 500
meters  in  depth.  As  a result of the core drilling, we have identified proven
and  probable  reserves  at Black Fox.

     Upon  completion of the first phase, we will then begin the second phase of
our  Black  Fox  project.  The  second phase will provide for the development of
underground  access  for  further  exploratory  drilling.  We plan to develop an
underground  ramp  from existing structures.  We currently anticipate commencing


                                                                              60
<PAGE>
the  second  phase  of  underground drilling in 2004.  We also plan to begin the
permitting  process for the third phase of the Black Fox project, and anticipate
that  this  process  will  require  approximately two years, based on a plan for
combined  open  pit and underground mine, with on-site milling, at a capacity of
1,500 metric tons of ore per day. The third phase would include the construction
of  the  mine  and  processing  facilities  at  an  aggregate estimated  cost of
approximately  $45  million.

     We  have  continued drilling at the Standard Mine and drilled approximately
80  holes  in  2003.  We  also acquired Buffalo Canyon in 2003 and completed our
Phase  I  drilling  program  in  December  2003.  Our Buffalo Canyon property is
located  immediately  south  of and contiguous to the Standard Mine.  We believe
that  the  northern  portion  of  Buffalo  Canyon  has the highest potential for
commercialization,  and  plan  to  conduct  follow-up  drilling  in  2004.

APOLLO  GOLD  CORPORATION

     The  results  of  operations of the Company for the year ended December 31,
2002  includes  the results of operations of Pursuit for the year ended December
31,  2002,  and  Nevoro  for the period from June 25, 2002 through September 30,
2002.

RESULTS  OF  OPERATIONS
-----------------------

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

     Our  revenues for the year ended December 31, 2003 were approximately $66.8
million,  derived  primarily  from  the  sale  of  145,935  ounces of gold. This
compares  to  approximately  $20.4  million  derived  primarily from the sale of
62,699  ounces of gold from June 29, 2002 (Plan of Arrangement date) through the
year  ended December 31, 2002. The average price received for gold for the years
ended  December 31, 2003 and 2002 was $360 and $326 per ounce, respectively. Our
revenues  for  silver,  zinc  and lead for the year ended December 31, 2003 were
$14.31  million, compared to $154,000 during 2002. The growth in revenue in 2003
was  due  in part to an increase in mining activity in that year and an increase
in  the  price  of gold. For the first six months of 2002, Pursuit was primarily
engaged  in  seeking  joint  venture partners for its existing operations and in
negotiating  the  terms of its acquisition of Nevoro; therefore, mining activity
was  minimal  during  the  period.  In  addition,  during the three months ended
December 31, 2002, the mill at the Montana Tunnels Mine was placed on a care and
maintenance  basis.  The  only  revenues  for  this period came from the Florida
Canyon  Mine.

     Sales  of minerals from our Florida Canyon Mine accounted for approximately
54% of our revenues for the year ended December 31, 2003, with the remaining 46%
of  revenues  derived  from sales of minerals from our Montana Tunnels Mine.  In
the  year  ended  December 31 2003, we received approximately 79% of our revenue
from  sales  of gold and 21% from sales of silver, zinc and lead compared to 73%
from the sales of gold and 27% from the sales of silver, zinc and lead for 2002.

     Our  revenues  for  2003  were impacted by mixed performances from our mine
operations.  Our  primary  goal  of  bringing the Montana Tunnels Mine back into
production  was  completed  during  the  first  quarter  of  2003; however, wall
slippage at the mine and problems with our crusher installation limited our gold
production  to 55,906 ounces at the Montana Tunnels Mine for 2003.  This limited
production still constituted an increase over the 26,657 ounces produced for the
year  ended December 31, 2002.  In August 2003, we completed the installation of
our new crusher at the Montana Tunnels Mine at a cost of $1.5 million.


                                                                              61
<PAGE>
     Once  the stripping process is complete, we expect to produce approximately
65,000  ounces  of  gold per year together with the associated silver, lead, and
zinc  by-products.

     At  Florida  Canyon,  we produced 101,811 ounces of gold for the year ended
December  31, 2003, as compared to 121,516 ounces of gold for 2002.  At December
31,  2003,  production  was  less  than  anticipated  for gold due to lower than
expected  ore  grades.  We  currently  project  production  rates  of 100,000 to
130,000  ounces  of  gold  in  2004  for  Florida  Canyon  Mine.

     We anticipate commencing operations at the Standard Mine in 2005. While the
Standard  Mine  is  owned  by  a separate wholly owned subsidiary, Standard Gold
Mining,  Inc.,  currently  we  operate  this  mine as a satellite of the Florida
Canyon  Mine.

     Assuming  a  gold price of approximately $375.00 per ounce, we look forward
to  the  Montana Tunnels Mine and the Florida Canyon Mine collectively producing
approximately 180,000 ounces of gold in 2004, with output potentially increasing
thereafter  after  the  Standard  Mine  commences  operations  in  2005.

     Our  direct  operating  costs equaled approximately $55.7 million and $15.8
million  for  the  years  ended December 31, 2003 and 2002, respectively.  These
amounts  include  mining and processing costs.  The lower direct operating costs
in  2002  reflect  the  operating  cost of AGI from and after June 25, 2002.  We
intend to reduce our direct operating costs in 2004, focusing on cost reductions
at  our  mines.  As of December 31, 2003, our scheduled commitments include only
our  operating  leases,  with  minimum  lease  payments of $160,000 in 2004.  We
incurred  depreciation  and  amortization expenses of approximately $5.0 million
for the year ended December 31, 2003, as compared to $3.5 million for 2002.  The
difference  is  due  to  Pursuit's limited operations in 2002, focusing upon the
Nevoro  acquisition  for  the  first  six  months  of  that  year.

     We  incurred  approximately  $4.7  million  and $2.3 million in general and
administrative  expenses  for  the  years  ended  December  31,  2003  and 2002,
respectively.  General  and  administrative expenses for the year ended December
31,  2003  consisted  of increased legal and accounting expenses incurred in the
preparation  of  registration statements and private placement documentation for
our  common  stock  and  increased  investor relations costs, including exchange
listing  fees.  In 2002, general and administrative expenses consisted primarily
of  legal  and accounting expenses relating to the Plan of Arrangement, salaries
and  accounting expenses for maintaining Pursuit as a publicly traded company in
Canada  for the first six months of the year, organization costs and maintenance
of  a  Denver  corporate  office  (approximately  $2.3  million).

     In  the  year  ended  December  31,  2003,  we  also  incurred  share-based
compensation  of approximately $376,000, resulting from the issuance of stock in
lieu of certain cash compensation. We do not currently intend to continue to use
share-based  compensation  in  the  foreseeable  future.

     In the years ended December 31, 2003 and 2002, we accrued accretion expense
of  approximately  $1.3  million and $771,000, respectively, relating to accrued
site  closure  costs  at our Florida Canyon Mine and Montana Tunnels Mines. This
expense  represents our estimation of the fair value of the increase in our site
closure and reclamation costs.  We incurred $898,000 in royalty expenses for the
year  ended  December  31,  2003,  as  compared  to $508,000 during 2002.  These
amounts  are  attributable  to  royalties  on production from our Florida Canyon
Mine.


                                                                              62
<PAGE>
     Our  expenses  for  exploration and development, consisting of drilling and
related  expenses  at  our  exploration  properties,  totaled approximately $2.1
million  and  $451,000  for  the  years  ended  December  31,  2003  and  2002,
respectively.  Given that Pursuit was focused upon the Nevoro acquisition in the
first  six  months  of  2002,  it did not incur exploration or development costs
during  that  period.

     As  a  result  of  these expense components, our operating expenses totaled
approximately  $70  million for the year ended December 31, 2003, as compared to
approximately $23.9 million for 2002.  The difference is the result that Pursuit
had  limited  operations in 2002 and was focused upon the Nevoro acquisition for
the  first  six  months  of  2002.

     We realized interest income of approximately $213,000 during the year ended
December  31,  2003.  We  incurred interest expense of approximately $544,000 in
the  year  ended  December  31,  2003, primarily for equipment leases and bridge
loans.  We  realized  interest income of approximately $76,000 in the year ended
December  31,  2003  and incurred net interest expense of approximately $991,000
during  2002.

     We  realized  foreign  exchange  gains of approximately $1.3 million during
each  of the years ended December 31, 2003 and 2002, from cash balances not held
in  United  States  dollars.

     Based  on  these factors, we incurred a loss of approximately $2.2 million,
or  $0.04 per share, for the year ended December 31, 2003, as compared to a loss
of  approximately  $3.1 million, or $0.16 per share, for the year ended December
31,  2002.

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

     We  realized total revenue of approximately $20.4 million in the year ended
December  31,  2002.  We  did not realize any revenue in the year ended December
31,  2001,  as Pursuit was primarily engaged during that period in seeking joint
venture  partners  for its existing operations.  All of our revenue for 2002 was
derived  from  sales  of minerals.  In addition, all of our revenue for 2002 was
derived  from  the  operations  at  our  Florida  Canyon  Mine.

     Our direct operating costs equaled approximately $15.7 million for the year
ended  December 31, 2002, and included mining and processing costs.  We realized
depreciation  and  amortization  expenses  of approximately $3.5 million for the
year  ended December 31, 2002.  We incurred $508,000 in royalty expenses for the
year  ended  December  31,  2002, attributed to royalties on production from our
Florida  Canyon  Mine.  As  Pursuit  was not actively operating mines during the
year  ended  December  31, 2001, we did not incur any mining or processing costs
for  that  period.

     We  incurred  approximately  $2.3  million  in  general  and administrative
expenses  for  the  year  ended  December  31,  2002, as compared to $439,000 in
general  and  administrative  expenses  for  the  year  ended December 31, 2001.
General  and  administrative expenses in 2002 consisted of salaries and benefits
for  management as well as legal and accounting fees attributed to our June 2002
Plan  of  Arrangement.  In  2001, these expenses consisted primarily of salaries
and  legal  and  accounting  fees  for  maintaining Pursuit as a publicly traded
company  in  Canada.  In  the  year  ended  December  31, 2002, we also incurred
share-based  compensation  of $615,000, resulting from the issuance of shares in
lieu  of  certain  cash  compensation.

     In  the  year  ended  December  31,  2002,  we accrued accretion expense of
approximately  $771,000,  relating  to accrued site closure costs of our Florida


                                                                              63
<PAGE>
Canyon  and Montana Tunnels mines.  Our expenses for exploration and development
totaled approximately $451,000 for the year ended December 31, 2002, compared to
$94,000  for  the  year  ended  December  31,  2001.  The  2002  exploration and
development expenses consisted of drilling and related expenses.  In 2001, these
expenses  consisted  of  miscellaneous  land  holding  fees.

     As  a  result  of  these expense components, our operating expenses for the
year  ended  December  31, 2002 equaled approximately $23.8 million, compared to
operating  expenses  of  $533,000  for  2001.

     We  incurred  interest  expense of approximately $1 million during the year
ended December 31, 2002 for equipment leases and bridge loan financings.  We did
not incur interest expense during the year ended December 31, 2001, but realized
interest  income  of  $6,000.  For the year ended December 31, 2001, we realized
$73,000  as  a  gain on the sale of marketable securities purchased, and sold by
Pursuit  to  fund  its  exploration  activities.

     Based  on  these factors, we incurred a loss of approximately $3.4 million,
or  $0.16  per share, for the year ended December 31, 2002 as compared to a loss
of  $454,000,  or  $0.54  per  share,  for  the  year  ended  December 31, 2001.

FINANCIAL  CONDITION  AND  LIQUIDITY
------------------------------------

     To  date, we have funded our operations primarily through issuances of debt
and  equity  securities and cash flow from operations.  At December 31, 2003, we
had  cash  and  cash  equivalents  of approximately $25.9 million and short-term
investments of approximately $5.9 million, compared to cash and cash equivalents
of  approximately  $8.4  million  at  December  31,  2002.  We had no short-term
investments  at  December  31,  2002.

     The  increase  in cash from December 31, 2002 is primarily due to increases
in net cash from operations and financing activities in 2003.  In the year ended
December  31, 2003, we had positive cash flow of approximately $5.6 million from
operating  activities,  compared to positive cash flow from operating activities
of  approximately  $617,000  in  the year ended December 31, 2002.  The positive
cash  flow in 2003 was comprised of approximately $5.0 million from depreciation
and  amortization,  approximately $1.7 million from the amortization of deferred
stripping,  approximately  $1.3  million  in accretion expense and approximately
$376,000  from  share-based compensation, offset primarily by negative cash flow
of approximately $339,000 from the sale of property, plant and equipment, and an
approximately  $168,000  net  change  in  non-cash operating working capital (an
increase  in  accounts  receivable,  accounts payable, prepaid expenses, accrued
liabilities,  property  and  mining  lease  payable and broken ore on leach pad,
offset  by  a  decrease  in  inventories).  In 2002, our positive cash flow from
operating activities was comprised of approximately $3.5 million in depreciation
and  amortization,  approximately  $771,000  from  accretion  expense  and
approximately  $615,000  from  the  use  of  share-based compensation, offset by
approximately  $1.2  million  net  change  in non-cash operating working capital
items.

     In  the  year  ended  December  31,  2003,  we  had  positive  cash flow of
approximately $39.2 million from financing activities, compared to positive cash
flow  of  approximately  $37.4  million  from financing activities in 2002.  The
positive  cash  flow  in  2003  from  operating  activities  was  comprised  of
approximately  $37.7 million received from the issuance of shares, approximately
$3.9  million  from  the exercise of warrants and options and approximately $1.3
million from notes payable, offset by payments of notes payable of approximately
$3.7  million.  In  2002,  our  positive cash flow from financing activities was
comprised  of proceeds of approximately $20.8 million (net) from the issuance of
convertible debentures, approximately $14.6 million from the issuance of special
warrants,  approximately  $2.9  million from the issuance of flow-through common
shares  and  approximately $1.8 million from proceeds from notes payable, offset
by  approximately  $2.6  million  from  the  payment  of  notes  payable.

     In  the year ended December 31, 2003, we expended net cash of approximately
$27.3  million  on  investing  activities,  as  compared  to approximately $29.7
million  of  net  cash  expended  in  the  year  ended  December  31, 2002.  The
expenditures  in  2003  consisted  of  approximately $11.5 million for property,
plant  and  development  drilling  and  mining  and  processing  equipment,
approximately  $7.1 million in deferred stripping costs as well as approximately
$13  million  for  other  capital  expenditures  for  our  Montana Tunnels Mine,
approximately  $5.9  million  in  short-term  investments and approximately $1.6
million  for  restricted  certificates  of  deposit, representing cash placed in
trust  as security for our site closure obligations to the States of Montana and
Nevada.  These  expenditures were offset by approximately $339,000 received from
the  disposal  of  property,  plant  and  equipment.  In  2002,  our  investment
expenditures  consisted  of  approximately  $12.1 million for deferred stripping
costs  at  Montana  Tunnels,  approximately $11.1 million for the acquisition of
Nevoro,  approximately  $2.9  million  for  property,  plant  and  equipment
expenditures,  approximately  $2.0  million for the acquisition of our Black Fox
Property,  and  approximately  $1.6  million for the above-referenced restricted
certificates  of  deposit.  We  did  not receive any proceeds from investment in
2002.

     In  June  2003,  we  entered into a $5,000,000 Revolving Loan, Guaranty and
Security Agreement with Standard Bank London Limited ("Standard Bank"). Although
there  is a $5,000,000 commitment, we must satisfy certain liquidity and current
ratio  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,  we  have  to meet certain covenants. We have borrowed approximately
$0.8  million  from  Standard  Bank  and  subsequently  repaid that amount. This
revolving  loan  guarantee is collateralized by the assets and cash flows of our
Florida  Canyon  Mine.  Our ability to borrow is calculated on a quarterly basis
determined by current ore reserves, price of gold and outstanding loan balances.

     Our  Montana  Tunnels  Mine has experienced pit wall problems over the past
year that will continue to require funding of an additional $15 million over the
next  year  for  waste  removal.

     We  believe  our  cash  requirements  for  2004  will  be  funded through a
combination  of  current  cash, future cash flows from operations, and/or future
debt  or  equity security issuances. On September 26, 2003, we closed funding of
approximately  Cdn$50  million  from an offering of common shares in each of the
provinces  in  Canada (excluding Quebec) and certain other foreign jurisdictions


                                                                              64
<PAGE>
and a private placement of common shares in the United States. BMO Nesbitt Burns
Inc,  Canaccord  Capital  Corporation,  Griffiths  McBurney  &  Partners,  Orion
Securities  Inc.,  and  Westwind  Partners  Inc.  were  retained  as  agents  in
connection  with  these  transactions  and  received  a  fee  of 6% of the gross
proceeds  thereof.  These agents were also granted a non-transferable warrant to
acquire  such  number  of common shares as is equal to 3% of the total number of
commons  shares purchased in these transactions.  These warrants are exercisable
at  any  time  prior  to September 26, 2005.  The offering in Canada and certain
other  foreign jurisdictions were made by way of an offering prospectus filed in
Canada  in  the province of Ontario.  The U.S. private placement was made in the
U.S.  in  reliance upon the exemption from registration provided in Section 4(2)
of  the  United  States  Securities  Act of 1933, as amended, and/or Rule 506 of
Regulation  D  promulgated  thereunder.

     Our  ability  to  raise  capital  is  highly  dependent upon the commercial
viability  of  our  projects and the associated prices of the metals we produce.
Because  of  the  significant impact that changes in the prices of silver, gold,
lead  and  zinc have on our financial condition, declines in these metals prices
may  negatively  impact short-term liquidity and our ability to raise additional
funding  for  long-term  projects.  In the event that cash balances decline to a
level  that  cannot  support  our  operations, our management will defer certain
planned  capital expenditures and exploration expenditures as needed to conserve
cash  for  operations.  There  can be no assurance that we will be successful in
generating  adequate  funding  for  planned  capital expenditures, environmental
remediation and reclamation expenditures and for exploration expenditures.

     All  of our operations are subject to reclamation and closure requirements.
We  have  obtained  bonds  to  provide  coverage  for reclamation, severance and
closure  liabilities  at  our Florida Canyon and Montana Tunnels Mines. Florida,
Inc. is the principal under two reclamation bonds totaling $17,456,130 issued by
Safeco.  One  of  those  bonds, in the amount of $16,936,130, was the subject of
litigation  (See  "Legal  Proceedings");  however,  upon  resolution  of  the
litigation, the bond is treated as being outstanding for purposes of meeting our
Florida Canyon Mine's bonding requirements. We maintain a second Safeco bond, in
the amount of $520,000 having an expiration date of May 1, 2004, through payment
of  an  annual  fee  of  $6,500. We also have obtained a reclamation bond in the
amount  of  $14,987,688  from CNA for our Montana Tunnels Mine. That bond is the
subject  of  a  Term  Bonding  Agreement  dated as of August 1, 2002. Under that
Agreement,  (i)  CNA is committed to furnish the bond for a 15-year term, ending
on  July  31,  2017;  (ii)  Montana  Tunnels Mining, Inc. ("Montana, Inc.") will
deposit  $75,000  per  month (to be adjusted periodically according to our sales
price  of  gold)  into a collateral trust account until the balance in the trust
account is equal to the penal sum of the bond; (iii) we have guaranteed Montana,
Inc.'s  obligations  under  the  Agreement;  (iv) payment of premium is deferred
until  the  balance in the collateral trust account is equal to the penal sum of
the  bond;  and  (v)  Montana,  Inc.  may terminate the Agreement at any time by
obtaining  release  of  the  bond  through  posting  a  substitute  bond.

     Operating  Activities.  Operating  activities  provided  approximately $5.6
million  of  cash during the year ended December 31, 2003.  Operating activities
provided  approximately $617,000 of cash during the twelve months ended December
31, 2002.  The difference in cash is primarily due to a lower level of operating
activities  in 2002, as Pursuit was focused on seeking joint venture partners in
the  first  six  months  of  that  year.

     Florida  Canyon  Mine

     For  our  Florida  Canyon  Mine,  we  expect  to  have  gold  production of
approximately  106,000  ounces in 2004. In addition, we expect to have operating
cash flow of approximately $10 million and capital expenditures of approximately
$8  million  in  2004.


                                                                              65
<PAGE>
     Montana Tunnels Mine

     For  our  Montana  Tunnels  Mine  we  hope  to  have  gold  production  of
approximately  60,000  ounces  in 2004. In addition, we expect to have operating
cash  flow of approximately $8 million and capital expenditures of approximately
$15  million  in  2004.

     Black Fox Project

     Black  Fox  is  expected  to  commence  commercial production in the fourth
quarter  of  2006 or first half of 2007. We expect to incur capital expenditures
of  $10  million  in  2004.

     Investing  Activities.  Investing  activities  utilized approximately $27.3
million of cash during the year ended December 31, 2003.  The major uses of cash
were  for property, plant and equipment (approximately $11.5 million), additions
to deferred stripping costs (approximately $8.7 million), short term investments
(approximately  $5.9 million) and for the investment in a restricted certificate
of  deposit  (approximately  $1.6  million).  Investing  activities  used
approximately  $29.7 million of cash during the year ended December 31, 2002. In
2002,  the  major  uses  of  cash  were  for  a  loan  to  Nevoro to acquire AGI
(approximately  $11.1  million),  additions  to  deferred  stripping  costs
(approximately $12.1 million), property, plant and equipment (approximately $2.9
million),  Black  Fox  acquisition  (approximately  $2.0  million)  and  for the
investment  in a restricted certificate of deposit (approximately $1.6 million).

     Financing  Activities.  During  the year ended December 31, 2003, financing
activities provided approximately $39.2 million in cash, primarily from proceeds
of  approximately  $37.7  million  from  our  September  private  placement,
approximately  $3.9  million  from the exercise of warrants and options in 2003,
and  proceeds  of  notes  payable  of  approximately  $1.3  million.  Financing
activities  provided  approximately  $37.4 million in cash during the year ended
December 31, 2002, primarily from proceeds of issuance of convertible debentures
of  approximately  $20.8  million  as  a  result  of  our  merger  with  Nevoro,
approximately  $14.6 million from the exercise of special warrants issued in our
merger with Nevoro, and proceeds of notes payable of approximately $1.8 million.


                                                                              66
<PAGE>
CONTRACTUAL  OBLIGATIONS  AND  COMMITMENTS

     During the fiscal year ended December 31, 2003, the Company had no
off-balance sheet arrangements.  The following table sets forth our contractual
obligations and commitments at December 31, 2003 in connection with our
long-term liabilities:

<TABLE>
<CAPTION>
Contractual Obligations          2004   2005   2006  2007  2008  Total
-------------------------------  -----  -----  ----  ----  ----  -----
<S>                              <C>    <C>    <C>   <C>   <C>   <C>

Notes payable (1)                4,117  2,650   625     0     0  7,392
Capital lease obligations (2)        0      0     0     0     0      0
Operating lease obligations (3)    160     86    77    75    25    423
                                 -----  -----  ----  ----  ----  -----
Total                            4,277  2,736   702    75    26  7,815

<FN>
(1)  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%.
(2)  The capital lease obligations are included in notes payable.
(3)  Operating lease obligations relate to covers on rail cars, office premises,
     and equipment.
(4)  This table does not include the Company's employment agreement obligations.
</TABLE>

ENVIRONMENTAL

     All  of our operations are subject to reclamation and closure requirements.
We  monitor  these  costs  on  a  regular  basis,  and together with third party
engineers  we  prepare  internal estimates to evaluate our bonding requirements.
These  estimates  are  then  reconciled  with  requirements of state and federal
authorities.  As  of  December  31,  2003,  we  have accrued approximately $21.6
million  related to reclamation, severance and other closure requirements. As of
December  31,  2003,  our  total  reclamation,  severance  and  other  closure
requirements  are  estimated to be $38.7 million. This liability is covered by a
combination of surety bonds, totaling $31.8 million and cash bonds totaling $6.9
million,  for  a total reclamation surety at December 31, 2003, of approximately
$38.7  million.  Our  reclamation  liability  coverage  exceeds  our  estimated
requirements  because  the  federal  and  state authorities estimate reclamation
based  upon  wages  in excess of what we would have to pay if we are required to
conduct  the  reclamation  and  closure  requirements  on  our own; however, the
federal and state authorities assume we will not have the capability to complete
the  reclamation  and  closure  requirements  on  our  own. Therefore, liability
coverage  is  increased  to  account  for the increased overhead and other costs
necessary  for  mobilization  and  demobilization  of  workers,  time delays and
numerous  other contingencies if the state or federal authorities were forced to
conduct the reclamation project. We have accrued what management believes is the
present  value  of  our  best estimate of the liability as of December 31, 2003;
however,  it is possible that our obligation may change in the near or long term
depending  on  a  number of factors, including finalization of settlement terms,
ruling  from  the  courts  and  other  factors.  In addition, any adverse ruling
against  us  regarding  any  environmental  matter could have a material adverse
effect  on  us.

     Each  of  our  mines  operates under a permit granted by the state in which
each  mine  is  located.  Mining  operations  are usually governed by applicable
state  environmental  policies  which  are  usually  regulated  by statute.  For
instance,  in  Montana,  the  Montana  Department  of  Environmental  Quality
administers  the  majority  of  permits  under  which  our  mine  operates.

     We  strive  to  conduct  our  operations  in an environmentally responsible
manner  by,  among  other  things,  implementing  sound work methods, completing
concurrent  reclamation  (where  practicable),  handling materials carefully and
monitoring  wildlife.

     All  aspects  of  our mining operations are regulated by operating permits.
Applications  are  submitted  to  appropriate  regulating agencies to obtain new
authorizations,  make  changes  to  the  existing plan of operations or to renew
permits  on  a  periodic schedule.  Applications submitted for operating permits
are  reviewed by the appropriate regulatory agencies with occasional third party
review  of  complex issues.  Regulatory agencies can, and do, request additional


                                                                              67
<PAGE>
explanations or information in the review process before granting a permit.  All
permits  contain  compliance  measures  and  require  periodic  monitoring  and
reporting  to  regulating  agencies  and  routine  inspections  are conducted by
permitting  agencies.

     Geochemical breakdown of ores or waste rock, water quality and stability of
constructed  structures  are  the  areas  that  receive  the  most attention for
environmental  concern at mines.  The characteristics of our mine ores and waste
rock  show  good  chemical stability.  We have conducted tests at our mines that
support  our  belief  that  adverse  chemical breakdown should not occur and the
potential  for acid rock drainage is low. Consequently, water quality issues are
minimized as a result of the favorable characteristics of the mine rock. Several
studies,  models  and  reports  have been provided to the permitting agencies to
assess  our  environmental  risks  at  our  mines.

     Our  mines  use minimal amounts of regulated toxic substances in the mining
and  milling  operations.  Most  of the chemicals we use to collect the minerals
are  not regulated as toxic substances.  Standard fuels and oils are used in our
mining  operations  and  used oils and coolants are marketed or recycled.  There
are  no  regulated  cleaning solvents used at our mines.  The milling operations
use  a  small amount of sodium cyanide as an inhibitor in the flotation recovery
process.  We  also  use a cyanide compound that becomes complexed with metals or
is  degraded  by  bacteria  and  sunlight  in  the  tailings water rendering any
residual  cyanide harmless.  Our milling operations recover and reuse all of the
process  water  from  the  tailings impoundment recovery system with fresh water
makeup  added as necessary.  There is no water discharge to the environment from
the  mining  or  milling  operations.  All  storm water at our mines is captured
either  in  the  open  pit mine or in the tailings impoundment or in fresh water
makeup  ponds  and is subsequently used for makeup water in the milling process.

     Reclaiming  areas  that  have  been disturbed by mining activity to produce
original  or natural conditions is the focus of our operating permit.  Our mines
maintain  a  closure plan with associated costs to complete final reclamation at
the property following the cessation of mining operations.  Waste rock dumps and
some  other  disturbance  areas  are  reclaimed  concurrent  with  active mining
operations.  The  tailings impoundment open pit mine and mine facilities will be
reclaimed  after  mining  and  milling  operations  have  been  completed.

     Following  mining  and  milling  operations,  our  mines will be closed and
reclaimed  to  former  or  new  beneficial use criteria in accordance with their
respective mine operating permit and reclamation plan.  Each mine's closure plan
details  the  tasks and schedules that will be required to reclaim the different
areas  of  the  mines.  We intend that all mine closure plans will be consistent
with  requirements  in  our  operating  permits.

     In  the  past  several years, there have been corporate level environmental
audits  and third party audits.  The audits are comprehensive and include review
of  the  environmental aspects of the mining operations. Individual areas of the
operation  have  also  been  reviewed  by third party consultants.  Geotechnical
requirements  such  as  construction of the tailings embankment and stability or
hydrogeology  analyses at the mine are conducted by qualified consultants who do
extensive studies, designs, construction oversight and reports on these projects
for  us  and  the  applicable  regulatory  agencies.

     We  try to conduct our operations in an environmentally responsible manner.
Since  our  merger  no  notices  of  violation  have  been  received  from  any
environmental  regulatory  agency.


                                                                              68
<PAGE>
     Generally,  our  mines  are  a  significant  part  of  the  tax base of the
community  and  our  mines  are  usually  strongly  supported by the community's
residents  and schools.  There have been no community protests against our mines
during  their  period  of  operations.

DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

     The Company reports under Canadian Generally Accepted Accounting Principles
("Canadian  GAAP")  and  reconciles  to  U.S.  Generally  Accepted  Accounting
Principles  ("US  GAAP"). The application of US GAAP has a significant effect on
the  net  loss  and  the  net  loss per share. For a detailed explanation of the
difference  between  Canadian and U.S. Generally Accepted Principles see Note 18
of  the  Company's  financial  statements.

NEW  ACCOUNTING  PRONOUNCEMENTS

     We  report under Canadian GAAP and reconcile the financial statements to US
GAAP.  For  a  detailed  explanation  of  New  Canadian  and  U.S.  Accounting
Pronouncements  see  Note  18(k)  of  the  Company's  financial  statements.

CRITICAL  ACCOUNTING  POLICIES

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  a  variety  of
estimates  and  assumptions  that affect  (i) the reported amounts of assets and
liabilities  and  disclosure of contingent assets and liabilities as of the date
of  the  financial  statements  and  (ii)  the  reported amounts of revenues and
expenses  during  the  reporting  periods  covered  by the financial statements.

     Our  management routinely makes judgments and estimates about the effect of
matters   that  are  inherently  uncertain.  As  the  number  of  variables  and
assumptions affecting the future resolution of the uncertainties increase, these
judgments  become  even  more subjective and complex. We have identified certain
accounting  policies  that  are  most  important to the portrayal of our current
financial  condition  and  results  of  operations.  Our  significant accounting
policies  are  disclosed  in  Note  2  to  the Consolidated Financial Statements
included  in  this  Annual  Report  on  Form  10-K.

     REVENUE  RECOGNITION

     Sales  of metals products sold directly to smelters are recorded when title
and risk of loss transfer to the smelter at current spot metals prices.  We must
estimate  the  price  at  which  our  metals  will  be  sold  in  reporting  our
profitability  and  cash  flow. Recorded values are adjusted monthly until final
settlement at month-end metals prices. Sales of metal in products tolled, rather
than  sold  to smelters, are recorded at contractual amounts when title and risk
of  loss  transfer  to  the  buyer.

     DEFERRED  STRIPPING  COSTS

     In  general,  mining  costs  are  charged  to  cost  of  sales as incurred.
However,  certain  mining  costs  associated  with  open-pit  deposits that have
diverse  grades  and waste-to-ore ton ratios over the mine life are deferred and
amortized.  These  mining  costs  are  incurred  on  mining  activities that are
normally  associated  with the removal of waste rock at open-pit mines and which
is  commonly  referred  to  as  "deferred  stripping."  Amortization  of amounts


                                                                              69
<PAGE>
deferred  is  based  on  a  stripping 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 (under US GAAP, only
proven  and  probable  resources are used).  This ratio is used to calculate the
current  period  production  cost  charged  against  earnings by multiplying the
stripping  ratio times the reserves mined during the period.  The application of
the  accounting  for  deferred  stripping costs and the resulting differences in
timing  between costs capitalized and amortization generally results in an asset
on  the balance sheet (capitalized mining costs), although it is possible that a
liability  could  arise  if  amortization  exceeds  costs  capitalized.

     The  amortization  of  these  capitalized  costs is reflected in the income
statement  in  a  pro-rata  manner  over the remaining life of the open-pit mine
operations  so  that  no unamortized balance remains at mine closure.   Deferred
stripping  costs  are included with related mining property, plant and equipment
for  impairment  testing  purposes.

     DEPRECIATION  AND  DEPLETION

     Depreciation  is  based  on the estimated useful lives of the assets and is
computed  using  straight-line  and  unit-of-production  methods.  Depletion  is
computed  using  the  unit-of-production method.  The units-of-production method
under  Canadian  GAAP is based on proven and probable ore reserves and a portion
of  resources  expected  to  be converted to reserves based on past results.  As
discussed above, our estimates of proven and probable ore reserves and resources
may  change,  possibly  in  the near term, resulting in changes to depreciation,
depletion,  amortization  and  reclamation  accrual  rates  in  future reporting
periods.

     IMPAIRMENT  OF  LONG-LIVED  ASSETS

     We  review  the  net  carrying  value  of  all  facilities,  including idle
facilities,  on  a  periodic basis. We estimate the net realizable value of each
property  based  on  the  estimated  undiscounted future cash flows that will be
generated  from  operations at each property, the estimated salvage value of the
surface  plant  and  equipment and the value associated with property interests.
These  estimates  of  undiscounted  future  cash  flows  are  dependent upon the
estimates  of  metal  to  be recovered from proven and probable ore reserves and
mineral resources expected to be converted into mineral reserves (see discussion
above),  future production cost estimates and future metals price estimates over
the estimated remaining mine life.  If undiscounted cash flows are less than the
carrying  value  of  a property, an impairment loss is recognized based upon the
estimated expected future cash flows from the property discounted at an interest
rate  commensurate  with  the  risk  involved.

     ENVIRONMENTAL  MATTERS

     When  it  is  probable  that  such  costs  will  be  incurred  and they are
reasonably  estimable, we accrue costs associated with environmental remediation
obligations  at  the  most  likely  estimate. Accruals for estimated losses from
environmental  remediation  obligations  generally  are recognized no later than
completion  of  the remedial feasibility study for such facility and are charged
to  provisions for closed operations and environmental matters.  We periodically
review  our  accrued  liabilities for such remediation costs as evidence becomes
available  indicating  that  our  remediation liability has potentially changed.
Costs of future expenditures for environmental remediation are not discounted to
their  present  value  unless subject to a contractually obligated fixed payment
schedule.  Such  costs  are  based  on  our current estimate of amounts that are
expected  to  be  incurred when the remediation work is performed within current


                                                                              70
<PAGE>
laws  and regulations.  Recoveries of environmental remediation costs from other
parties  are  recorded  as  assets  when  their  receipt  is  deemed  probable.

     BROKEN  ORE  ON  LEACH  PAD

     Mining,  engineering  and  crushing related costs are charged to the broken
ore  on leach pad account and matched to the ounces added and removed.  The gold
ounces are shipped to the refinery and revenues are recorded, in accordance with
our  revenue  recognition  policy, and matched in the current period against the
costs.

     When  the  ore  is delivered to the leach pad it is sprinkled with a dilute
solution  containing  cyanide  and  lime.  This solution seeps through the leach
pile until it reaches the plastic liner at the bottom.  This process is aided by
drainage  systems (pipes and trenches) throughout the leach pad.  From the liner
the  gold bearing solution is captured in a pond and pumped to a series of tanks
containing  granular  activated  carbon,  where  the  gold  is absorbed onto the
carbon's  porous  surfaces.  Removal  of  carbon  from the tanks facilitates the
stripping  or removal of gold from the carbon surfaces. The solution used in the
stripping process is then passed through an electrical plating (electro-winning)
circuit  where the gold is deposited on electrodes.  The electro-winning process
is  a  method  of  using positive and negative electricity to extract the metals
from the solutions.  This process creates a sludge material that is then refined
into  a  dore product  at  the  mine site.  Dore is a metal bar that consists of
50-65%  gold, 10-20% silver and various levels of other metals that may occur in
the  ore.  An  additional  refining  process  occurs offsite in which the bar is
converted  into  marketable  or  .9999  fine  gold  and  .9000  fine  silver.

     Our  drawdown  calculations  for  current  and  long  term  asset valuation
determination  suggest  that it will take approximately 18 months to deplete the
leach  pad  inventory.  For  production purposes, because we continually add new
production  ounces, we use a five-month period in which we determine that 20% of
any  given  production  will  be  taken  off  of  the  pad  in  a  months' time.

     The  leach  pad  valuation process is based on management's best estimates.
When  the leach pad is finally closed and all gold and silver ounces removed are
counted  we  will  be  able  to  determine the actual quantity of metal that was
contained in the leach pad.  Estimates begin at the start of the process as tons
and  metal content are estimated.  Tonnage is estimated using ground surveys and
truck  counts.  Metal  content is calculated using fire assaying techniques that
involve  averaging the mining areas and comparing to the daily blast hole assays
that are done using the Atomic Absorption Hot Cyanide Leach assaying techniques.
The gold recovery curve is then estimated using the design of the leach pad, the
composition  of  run  of mine and crushed ores, the estimated ore grades and the
drawdown  timing.  All  calculations  are  based  on mining rules and processes,
however, only the total amounts of metals removed from the pad is truly known at
any  given  time.  The  ounces  removed  from the pad are measured and used as a
check  and  balance  to  the  integrity of the calculation to ensure that we are
reasonably  assured  that our estimates are close.  The leach pad inventories at
Florida Canyon are built and processed in stages and accordingly at the close of
any  given  portion  or  stage  of  the  process  it  is  possible to assess the
effectiveness  of  all  assumptions by comparing them to what actually occurred.
The  mine  has been in production since 1986 and all historical records are used
for  comparative  purposes.

     Based  on  this historical information, it is expected that we will recover
approximately  73%  of  all  gold  ounces crushed and delivered to the pad.  Our
expected  recovery  for  run of mine or uncrushed ounces delivered to the pad is
58%  for  the  life  of  the  leach  pad.  However  these are estimates based on


                                                                              71
<PAGE>
historical  data and the ultimate recovery rate will only be known at the end of
the  leach  pad  life  cycle.

     With  the  current  mine  plan at the Florida Canyon operation, the current
leach  pad  operation  is  expected  to  deliver  338,000  ounces  through 2008.

     Changes  in  our  assumptions will or could have the effect of changing the
value  of  the  broken  ore  on  the  leach pad.  Circumstances that may lead to
changes  in our assumptions include but are not limited to the following: as the
ore  grades  fluctuate  the  recovery assumptions may change, the higher the ore
grade  the  higher  the  recovery is on those ounces, the weather may affect the
leaching  of  the  ores  on  the  pads  such  as  a  strong freeze may slow down
recoveries  and  a  very  wet  spring  may  speed  up  the  recovery  of ounces.

     The most critical area that could affect the leach pad process would be the
make  up  of  the  actual  ore  bearing  material.  For  example,  sulfide  or
carbonaceous  bearing  ores  are  harder  to  leach than pure oxide ores.  Other
minerals  or  chemical compounds may also affect the leachability of the ores on
the  pad.

     As  of  March  1,  2004, there is an estimated 58,457 ounces of gold in the
broken  ore  on leach pad with a carrying value of $11.42 million or $195.38 per
ounce  of  gold.  Each 1% change in the estimated recovery rate is 634 ounces of
gold. If the recovery is estimated to be lower than expected this is a permanent
loss of gold ounces and if the recovery is estimated to be higher the reverse is
true. Each 1% change in this estimate will change the broken ore on leach pad by
$123,870.


                                                                              72
<PAGE>
ITEM  7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  RISK

     Market  Price  of  Gold

     The  Company's earnings and cash flow are significantly impacted by changes
in  the  market price of gold. Gold prices can fluctuate widely and are affected
by  numerous  factors  over which we have no control, such as demand, production
levels,  economic  policies of central banks, producer hedging, and the strength
of  the U.S. dollar relative to other currencies. During the last six years, the
average  annual  market price has fluctuated between $271 per ounce and $417 per
ounce.  A  10% decrease in the price of gold would have reduced our 2003 revenue
by  $5.25  million.

     In  the past, we have not used hedging techniques to reduce our exposure to
price  volatility;  however,  on  November  15,  2002, we entered into a hedging
contract with the Standard Bank London Limited ("Standard Bank") for gold in the
aggregate  amount  of  100,000 ounces involving the use of put and call options.
Beginning  in  April  2003, we are obligated to deliver 4,000 ounces of gold per
month,  for 25 months, under the following conditions:  We purchased put options
to  cover the floor price of gold at $295 per ounce.  Therefore, if the price of
gold  decreases  to  a level below $295 per ounce, Standard Bank is obligated to
purchase  the  4,000  ounces  for  $295 per ounce.  We also sold call options to
Standard  Bank.  Therefore,  if  the  price  of  gold increases to over $345 per
ounce,  then  we  must  sell  4,000 ounces to Standard Bank, thereby leaving any
excess  of  the $345 ceiling for standard Bank.  As at March 15, 2004, there are
72,280  ounces remaining on these options. We have engaged in hedging activities
to  satisfy  the  covenants  of the Standard Bank line of credit agreement. As a
result,  we  may be prevented from realizing possible revenues in the event that
the  market  price of a metal exceeds the price stated in a forward sale or call
option  contract.

     There  are  certain  market  risks  associated  with  the hedging contracts
utilized  by  the  Company.  If the Company's counterparties fail to honor their
contractual  obligation  to purchase gold at agreed-upon prices, the Company may
be  exposed  to  market  price risk by having to sell gold in the open market at
prevailing  prices.  Similarly,  if  the  Company  fails  to  produce sufficient
quantities  of  gold  to meet its forward commitments, the Company would have to
purchase  the shortfall in the open market at prevailing prices. At December 31,
2003  and  2002,  the  fair  value of the contracts is a loss of $5,911,000, and
$2,265,000,  respectively.

     Our  senior  management, with approval of our Board of Directors, makes all
decisions  regarding  our  hedging  techniques,  and we have no formal corporate
policy  concerning such techniques. We have no current plans to use gold hedging
techniques  in  the  future.

     Interest  Rate  Risk

     At  March  15,  2004, we have no outstanding balance owed under our line of
credit with Standard Bank. If we utilize the line of credit, each loan under the
line  of credit would bear interest during each interest period for such loan at
a  rate  per  annum equal to the LIBOR Rate for such interest period plus 2.75%.


                                                                              73
<PAGE>
     Foreign  Currency

     While  the Company currently conducts exploration activities in Canada, the
price  of gold is denominated in U.S. dollars, and the Company's gold production
operations are in the United States.  Therefore, the Company has minimal, if any
foreign  currency  exposure.

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


                                                                              74
<PAGE>



Auditors' Report and Consolidated Financial Statements of


APOLLO GOLD CORPORATION


December 31, 2003, 2002 and 2001





<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 accordance 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.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  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.



Chartered Accountants
Vancouver, British Columbia
March 5, 2004


================================================================================
                                                                             F-2
<PAGE>
<TABLE>
<CAPTION>
APOLLO  GOLD  CORPORATION
CONSOLIDATED  BALANCE  SHEETS
(IN  THOUSANDS  OF  UNITED  STATES  DOLLARS)
================================================================

                                                December 31,
                                            --------------------
                                              2003       2002
                                            ---------  ---------
<S>                                         <C>        <C>
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
================================================================
</TABLE>

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>
<TABLE>
<CAPTION>
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
                                          ------------  ------------  ---------
<S>                                       <C>           <C>           <C>
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
===============================================================================
</TABLE>


    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
                                    ---------  ---------  -------  -----------  --------
<S>                                 <C>        <C>        <C>      <C>          <C>
Revenue from sale of minerals       $      -   $ 20,410   $    -   $        -   $20,410
----------------------------------------------------------------------------------------

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
</TABLE>

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


================================================================================
                                                                            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>
<TABLE>
<CAPTION>
18.  DIFFERENCES BETWEEN CANADIAN AND U.S. GAAP (CONTINUED)

                                                          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.

<TABLE>
<CAPTION>
                                            2003       2002      2001
                                          ---------  ---------  -------
<S>                                       <C>        <C>        <C>
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)
=======================================================================
</TABLE>


================================================================================
                                                                            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  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE.

     Arthur  Andersen  LLP was Pursuit's independent auditor; however, effective
June  3, 2002, Arthur Andersen LLP, ceased practicing public accounting.  Apollo
Gold  Corporation engaged Deloitte & Touche LLP as our new independent certified
public accountants effective June 17, 2002.  Deloitte & Touche LLP independently
reaudited  our historical financial statements and did not rely on any of Arthur
Andersen  LLP's  work  product.

     Our  Board  of Directors, with the recommendation of the Audit Committee of
the Board of Directors and with the approval of our shareholders, authorized and
approved  the  engagement  of  Deloitte & Touche LLP. During our two most recent
fiscal  years  and  the  subsequent period prior to such appointment, we did not
consult Deloitte & Touche LLP regarding the application of accounting principles
to  a  specific  completed  or  contemplated  transaction,  or the type of audit
opinion  that  might  be rendered on our financial statements, nor on any matter
that  was  either the subject of a disagreement, as that term is defined in Item
304(a)(1)(iv)  of  Regulation  S-K  and  the related instructions to Item 304 of
Regulation  S-B,  or  a  reportable  event,  as  that  term  is  defined in Item
304(a)(1)(v)  of  Regulation  S-B.

ITEM  9A.  CONTROLS  AND  PROCEDURES.

     Within  90  days  prior  to  the  date  of  this  report, we carried out an
evaluation,  under  the  supervision and with the participation of our principal
executive  officer  and principal financial officer, of the effectiveness of the
design  and  operation  of our disclosure controls and procedures. Based on this
evaluation,  our  principal  executive  officer  and principal financial officer
concluded  that  our  disclosure controls and procedures are effective in timely
alerting  them  to  material information required to be included in our periodic
reports  filed with the SEC. It should be noted that the design of any system of
controls  is  based  in  part  upon  certain assumptions about the likelihood of
certain  events,  and  there can be no assurance that any design will succeed in
achieving  its  stated  goals  under  all  future  conditions, regardless of how
remote.  In  addition, we reviewed our internal controls, and there have been no
significant  changes  in  our  internal  controls or in other factors that could
significantly  affect  those  controls  subsequent  to  the  date  of their last
evaluation.


                                    PART III

ITEM  10.     Directors  and  Executive  Officers  of  the  Registrant

     Information  with  respect  to  "Directors  and  Executive  Officers of the
Registrant"  may  be found in our 2004 Proxy Statement for the Annual Meeting of
Shareholders  to  be  held  May  20,  2004  (the  "Proxy  Statement"). The Proxy
Statement will be filed within 120 days after the close of the 2003 fiscal year.
Such  information  is  incorporated  herein  by  reference.


                                                                              75
<PAGE>
ITEM  11.     Executive  Compensation

     Information  with  respect  to "Executive Compensation" may be found in our
2004  Proxy  Statement for the Annual Meeting of Shareholders to be held May 20,
2004  (the "Proxy Statement"). The Proxy Statement will be filed within 120 days
after the close of the 2003 fiscal year. Such information is incorporated herein
by  reference.

ITEM  12.     Security Ownership of Certain Beneficial Owners and Management and
Related  Stockholder  Matters

     Information  with  respect  to  "Security  Ownership  of Certain Beneficial
Owners  and Management and Related Stockholder Matters" may be found in our 2004
Proxy  Statement  for the Annual Meeting of Shareholders to be held May 20, 2004
(the "Proxy Statement"). The Proxy Statement will be filed within 120 days after
the  close  of  the 2003 fiscal year. Such information is incorporated herein by
reference.

ITEM  13.     Certain  Relationships  and  Related  Transactions

     Information  with  respect  to  "Certain  Relationships  and  Related
Transactions" may be found in our 2004 Proxy Statement for the Annual Meeting of
Shareholders  to  be  held  May  20,  2004  (the  "Proxy  Statement"). The Proxy
Statement will be filed within 120 days after the close of the 2003 fiscal year.
Such  information  is  incorporated  herein  by  reference.

ITEM  14.     Principal  Accounting  Fees  and  Services

     Information with respect to "Principal Accounting Fees and Services" may be
found  in  our 2004 Proxy Statement for the Annual Meeting of Shareholders to be
held  May  20,  2004  (the "Proxy Statement"). The Proxy Statement will be filed
within  120  days  after the close of the 2003 fiscal year.  Such information is
incorporated  herein  by  reference.


                                                                              76
<PAGE>
                                     PART IV

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

     (a)     DOCUMENTS  FILED  AS  PART  OF  THIS  REPORT:

     1.     Financial  Statements.  The  financial  statements  of  Apollo  Gold
Corporation  are  included  in  a separate section of this Annual Report on Form
10-K.

     2.     Financial  Statement Schedules. The financial statement schedules of
Apollo  Gold  Corporation have been omitted because they are not applicable, not
required,  or  the  information  is  included  in  the  consolidated  financial
statements  or  notes  thereto.


                                                                              77
<PAGE>
     3.     Exhibits.  The  following  Exhibits  are  attached  hereto  and
incorporated  herein  by  reference:

<TABLE>
<CAPTION>
Exhibit No.   Exhibit Name
-----------   ------------
<S>           <C>

         1.1   Agency Agreement dated as of September 19, 2003, by and among Apollo Gold
               Corporation, BMO Nesbitt Burns Inc., Canaccord Capital Corporation, Griffiths
               McBurney & Partners, Orion Securities Inc. and Westwind  Partners Inc. (2)

         2.1   Merger Agreement dated as of January 31, 2002, by and among Nevoro Gold
               Corporation, Nevoro Gold USA, Inc. and Apollo Gold Corporation.  (1)

         2.2   International Pursuit Corporation and Nevoro Gold Corporation Arrangement
               Agreement dated May 13, 2002. (1)

         2.3   Purchase Agreement dated May 30, 2003 by and between Exall Resources
               Limited, Glimmer Resources, Inc. and International Pursuit Corporation. (1)

      2.3(a)   Amendment Agreement dated as of September 5, 2002, by and between Exall
               Resources Limited, Glimmer Resources, Inc. and Apollo Gold Corporation. (1)

         3.1   Letters Patent of the Registrant Brownlee Mines (1936) Limited from the
               Province of Ontario dated June 30, 1936. (1)

         3.2   Supplementary Letters Patent of the Registrant from the Province of Ontario
               dated June 5, 1946. (1)

         3.3   Change of name of the Registrant from Brownlee Mines (1936) Limited to
               Juliet-Quebec Mines, Limited dated January 7, 1939 from the Province of
               Ontario. (1)

         3.4   Supplementary Letters Patent of the Registrant dated July 5, 1944, from the
               Province of Ontario. (1)

         3.5   Certificate of Amendment of Articles of the Registrant effective July 20, 1972.
               (1)

         3.6   Certificate of Amendment of Articles of the Registrant effective on November
               28, 1975. (1)

         3.7   Certificate of Amendment of Articles of the Registrant effective on August 14,
               1978. (change of name to J-Q Resources Inc.) (1)

         3.8   Certificate of Articles of Amendment of the Registrant effective on July 15,
               1983. (1)

         3.9   Certificate of Articles of Amendment of the Registrant effective July 7, 1986. (1)


                                                                              78
<PAGE>
        3.10   Certificate of Articles of Amendment of the Registrant effective August 6, 1987
               (change of name to International Pursuit Corporation) (1)

        3.11   Certificate of Articles of Arrangement of the Registrant effective June 25, 2002
               (change of name to Apollo Gold Corporation). (1)

        3.12   Certificate of Continuance filed May 28, 2003 (1)

        3.13   By-Laws of the Registrant, as amended to date. (1)

         4.1   Sample Certificate of Common Shares of the Registrant. (1)

         4.2   See Exhibits 3.1 through 3.11. (1)

         4.3   Form of Convertible Secured Debenture dated March 20, 2002, by and among
               Registrant and certain investors. (1)

         4.4   Form of Special Warrant dated September 13, 2002, by and among Registrant
               and certain  investors. (1)

         4.5   Registration Rights Agreement dated September 13, 2002 by and among
               Registrant and BMO Nesbitt Burns Inc., acting on behalf of and for the benefit
               of each of the holders. (1)

         4.6   Form of Special Warrants Purchase Agreement dated September 13, 2002, by
               and among Registrant and certain investors. (1)

         4.7   Form of Subscription and Renunciation Agreement dated November 21, 2002,
               by and among Registrant and certain investors. (1)

         4.8   Form of Unit Purchase Agreement dated December 23, 2002, by and among
               Registrant and certain investors. (1)

         4.9   Form of Warrant Agreement dated December 23, 2002, by and among Registrant
               and certain investors. (1)

        4.10   Registration Rights Agreement dated December 23, 2002, by and among
               Registrant and BMO Nesbitt Burns Inc., acting on behalf of and for the benefit
               of each of the holders. (1)

        4.11   Form of Subscription Agreement dated December 23, 2002, by and among
               Registrant and certain investors. (1)

        4.12   Form of Subscription Agreement dated September 26, 2003, by and among
               Registrant and certain investors. (2)

        4.13   Registration Rights Agreement dated September 26, 2003, by and among
               Registrant and BMO Nesbitt Burns Inc., acting on behalf of and for the benefit
               of each of the holders. (2)


                                                                              79
<PAGE>
        10.1   Amended and Restated Employment agreement dated May, 2003, by and
               between Apollo Gold Corporation and R. David Russell, President and Chief
               Executive Officer. (1)

        10.2   Amended and Restated Employment agreement dated May, 2003, by and
               between Apollo Gold Corporation and Richard F. Nanna, Vice-President,
               Exploration. (1)

        10.3   Amended and Restated Employment agreement dated May, 2003, by and
               between Apollo Gold Corporation and Donald W. Vagstad, Vice-President,
               General Counsel and Secretary. (1)

        10.4   Amended and Restated Employment agreement dated May, 2003, by and
               between Apollo Gold Corporation and David K. Young, Vice-President,
               Business Development. (1)

        10.5   Amended and Restated Employment agreement dated May, 2003, by and
               between Apollo Gold Corporation and R. Llee Chapman, Vice-President, Chief
               Financial Officer. (1)

        10.6   Separation of Employment and General Release Agreement dated January 14,
               2003, by and between Apollo Gold Corporation and Donald S. Robson. (1)

        10.7   Apollo Gold Corporation Plan of Arrangement Stock Option Incentive Plan. (1)

        10.8   Apollo Gold Corporation Stock Option Incentive Plan. (1)

        10.9   Form of Stock Option Agreement used for Apollo Gold Corporation Stock
               Option Incentive Plan. (1)

       10.10   Sublease Agreement dated July 18, 2002 by and between Texaco, Inc., a
               Delaware Corporation and Apollo Gold, Inc. (1)

    10.10(a)   First Amendment dated February 21, 2003 to Sublease Agreement. (1)

       10.11   Term Bonding Agreement dated August 1, 2002 among National Fire Insurance
               Company of Hartford, Apollo Gold Corporation, Apollo Gold, Inc. and
               Montana Tunnels Mining, Inc. (1)

       10.12   Apollo Gold, Inc. and Affiliated Companies Company Retirement Plan
               (Employee Savings Plan). (1)

       10.13   Installment Sales Contract between Florida Canyon Mining, Inc. and Caterpillar
               Financial Services Corporation dated January 9, 2002. (1)

    10.13(a)   Second Installment Sales Contract between Florida Canyon Mining, Inc. and
               Caterpillar Financial Services Corporation dated January 9, 2002. (1)

    10.13(b)   Finance Lease between Florida Canyon Mining and Caterpillar Financial
               Services Corporation dated as of August 23, 2002. (1)


                                                                              80
<PAGE>
    10.13(c)   Security Agreement and Promissory Note between Apollo Gold, Inc. and
               Caterpillar Financial Services Corporation dated October 9, 2002.  (114 Master
               Lease Agreement dated December 28, 1995 between Atel Leasing Corporation
               and Pegasus Gold Corporation. (1)

    10.14(a)   Second Amendment to Lease Supplement No.1 To Master Lease Agreement No.
               PEGA1. (1)

       10.15   Montana Tunnels Zinc Concentrate Agreement by and between Teck Cominco
               Metals LTD  and Apollo Gold Corporation dated October 1, 2002 (Agreement
               ZN 48-2002-08). (1)

       10.16   Montana Tunnels Lead Concentrate Agreement by and between Teck Cominco
               Metals LTD and Apollo Gold Corporation dated October 1, 2002 (Agreement
               ZN 48-2002-15). (1)

       10.17   Revolving Loan, Guaranty and Security Agreement by and between Apollo
               Gold, Inc. and Standard Bank London limited dated June 25, 2003. (1)

       10.18   Form of Indemnification Agreement between Apollo Gold Corporation and its
               officers and directors.

       10.19   Form of Indemnification Agreement between Apollo Gold Corporation
               subsidiaries and their respective officers and directors.

        21.1   List of subsidiaries of the Registrant. (1)

        23.1   Consent of Deloitte & Touche LLP

        31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-
               Oxey Act.

        31.2   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-
               Oxey Act.

        32.1   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-
               Oxey Act.

        32.2   Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-
               Oxey Act.

        99.1   Location of Florida Canyon Mine. (1)

        99.2   Location of Montana Tunnels Mine. (1)
<FN>

(1)  Incorporated by reference to the Registration Statement on Form 10 (File No. 001-31593)

(2)  Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-109511)
</TABLE>


                                                                              81
<PAGE>
     (b)     REPORTS  ON  FORM  8-K.

On  November 17, 2003, Apollo Gold Corporation issued a press release announcing
its  results  of operations for the third quarter ended September 30, 2003.  The
full  text  of the press release was set forth in our Form 8-K filed on November
17,  2003.

                                   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

March 30, 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                   March 30, 2004
-----------------------        Chief Executive Officer and
R.  David  Russell             a  Director


/s/  G.W.  Thompson            Chairman  of  the  Board  of     March 30, 2004
-----------------------        Directors and a Director
G.W.  Thompson


/s/  R. Llee Chapman  l        Vice President, Chief            March 30, 2004
-----------------------        Financial Officer, Treasurer
R. Llee Chapman                & Controller


/s/  G. Michael  Hobart        Assistant  Secretary  and        March 30, 2004
-----------------------        a  Director
Michael  Hobart


/s/  Charles  E.  Stott        Director                         March 30, 2004
-----------------------
Charles  E.  Stott


/s/  Robert  A.  Watts         Director                         March 30, 2004
-----------------------
Robert  A.  Watts


/s/  W.S.  Vaughan             Director                         March 30, 2004
-----------------------
W.S.  Vaughan


/s/  Gerald J. Schissler       Director                         March 30, 2004
------------------------
Gerald  J.  Schissler


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