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

                                    FORM 10-Q


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

                                       OR
        [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                       COMMISSION FILE NUMBER:  001-31593


                             APOLLO GOLD CORPORATION
             (Exact name of Registrant as Specified in Its Charter)

                  YUKON TERRITORY                          NOT APPLICABLE
    (STATE OR OTHER JURISDICTION OF                       (I.R.S.  EMPLOYER
     INCORPORATION OR  ORGANIZATION)                     IDENTIFICATION NO.)


SUITE  300,  204  BLACK  STREET
WHITEHORSE,  YUKON  TERRITORY,  CANADA                         Y1A  2M9
(Address  of  Principal  Executive  Offices)                  (Zip  Code)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (720) 886-9656

     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          No  X

     Indicate  by check mark whether the registrant is an accelerated filer ( as
defined  in  Rule  12-b2  of  the  Exchange  Act).        Yes     No  X

At  July  30,  2003,  there  were  48,536,376 shares of  Apollo Gold Corporation
common  stock  outstanding.


<PAGE>
                             APOLLO GOLD CORPORATION

                                TABLE OF CONTENTS
                                                                            Page
PART  I  -  FINANCIAL  INFORMATION

  ITEM  1.  FINANCIAL  STATEMENTS

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

    CONSOLIDATED  BALANCE  SHEET (UNAUDITED) -- as of June 30, 2003            2

    CONOLIDATED  STATEMENT  OF  OPERATIONS  (UNAUDITED)
      For the Three and Six Month Periods Ended June 30, 2003 and 2002         3

    CONDENSED  STATEMENT  OF  DEFICIT  (UNAUDITED)
      For the Three and Six Month Periods Ended June 30, 2003 and 2002         4

    CONSOLIDATED  STATEMENT  OF  CASH  FLOWS  (UNAUDITED)
      For  the  Six  Months  Ended  June  30,  2003  and  2002.                5

    NOTES  TO  FINANCIAL  STATEMENTS  (UNAUDITED)                              6

  ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
            CONDITION  AND  RESULTS  OF  OPERATION                            21

  ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES
            ABOUT RISK                                                        51

  ITEM  4.  CONTROLS  AND  PROCEDURES                                         51


                                      ii
<PAGE>
PART  II  -  OTHER  INFORMATION

  ITEM  1.  LEGAL  PROCEEDINGS                                                52

  ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS                   52

  ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES                                52

  ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS       52

  ITEM  5.  OTHER  INFORMATION                                                53

  ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K                             53

  SIGNATURES

  CERTIFICATION


                                      iii
<PAGE>
PART  I  -  FINANCIAL  INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

     The  following  unaudited  consolidated  financial  statements  have  been
prepared by Apollo Gold Corporation pursuant to the rules and regulations of the
Securities  and Exchange Commission ("SEC"). In this document unless the context
otherwise  requires,  "we",  "our",  "us", the "Company" or "Apollo" mean Apollo
Gold  Corporation  and  its  subsidiaries.  Certain  information  and  footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  generally  accepted  accounting  principles have been condensed or omitted
pursuant  to  such  SEC  rules  and  regulations.

     These  consolidated financial statements should be read in conjunction with
the  financial  statements,  accompanying  notes  and other relevant information
included  in  the  Company's  Form  10  which  was  declared  effective with the
Securities  and  Exchange  Commission  on  August  13,  2003.


                                        1
<PAGE>
<TABLE>
<CAPTION>
APOLLO  GOLD  CORPORATION
CONSOLIDATED  BALANCE  SHEETS
(IN  THOUSANDS  OF  CANADIAN  DOLLARS)


                                                JUNE 30,    December 31,
                                                  2003          2002
                                               ----------  --------------
ASSETS                                        (UNAUDITED)     (Audited)
<S>                                            <C>         <C>
CURRENT
  Cash and cash equivalents                    $   2,482   $      13,293
  Accounts receivable                              4,800           5,093
  Prepaids                                           321             840
  Broken ore on leach pad - current               12,982          14,352
  Materials and supplies                           3,856           4,615
-------------------------------------------------------------------------
Total current assets                              24,441          38,193
BROKEN ORE ON LEACH PAD - LONG TERM                2,473           2,533
PROPERTY, PLANT AND EQUIPMENT (Note 4)            42,805          47,920
DEFERRED STRIPPING COSTS                          28,829          26,815
RESTRICTED CERTIFICATE OF DEPOSIT                  8,332           8,365
-------------------------------------------------------------------------
TOTAL ASSETS                                   $ 106,880   $     123,826
=========================================================================

LIABILITIES

CURRENT
  Accounts payable and accrued liabilities     $  10,004   $      10,755
  Notes payable                                    5,149           4,912
  Property and mining taxes payable                  750           1,562
-------------------------------------------------------------------------
Total current liabilities                         15,903          17,229
NOTES PAYABLE                                      5,796           8,277
ACCRUED SITE CLOSURE COSTS                        28,268          32,354
-------------------------------------------------------------------------
TOTAL LIABILITIES                                 49,967          57,860
-------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (Notes 2 and 9)

SHAREHOLDERS' EQUITY (DEFICIT)

Share capital (Note 5)                           125,596         110,252
Issuable common shares                               350             350
Special warrants (Note 5)                              -           9,768
Contributed surplus (Note 5)                      10,278          10,998
Cumulative translation adjustment                 (8,453)          1,393
Accumulated deficit                              (70,858)        (66,795)
-------------------------------------------------------------------------
Total shareholders' equity                        56,913          65,966
-------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $ 106,880   $     123,826
=========================================================================
<FN>

The  accompanying  notes  are an integral part of these interim financial
statements.
</TABLE>


                                       2
<PAGE>
<TABLE>
<CAPTION>
APOLLO  GOLD  CORPORATION
CONSOLIDATED  STATEMENTS  OF  OPERATIONS
(IN  THOUSANDS  OF  CANADIAN  DOLLARS,  EXCEPT  PER  SHARE  AMOUNTS)
(UNAUDITED)
--------------------------------------------------------------------------------------------------


                                    Three months ended June 30,       Six months ended June 30,
                                  --------------------------------  ------------------------------
                                       2003             2002            2003            2002
                                  --------------  ----------------  ------------  ----------------
<S>                               <C>             <C>               <C>           <C>
REVENUE
  Revenue from sale of minerals   $      24,298   $             -   $    37,238   $             -
--------------------------------------------------------------------------------------------------

OPERATING EXPENSES
  Direct operating costs                 20,509                 -        29,537                 -
  Depreciation and amortization           2,125                 -         4,035                 -
  General and administrative              1,449               278         3,293               417
  Share-based compensation                  109                 -           507                 -
  Accrued site closure costs -
    Accretion expense                       461                 -           931                 -
  Royalties                                 332                 -           654                 -
  Exploration and development             1,508                 -         2,905                 -
--------------------------------------------------------------------------------------------------
                                         26,493               278        41,862               417
--------------------------------------------------------------------------------------------------
OPERATING LOSS                           (2,195)             (278)       (4,624)             (417)
OTHER INCOME (EXPENSES)
  Interest income                             7                 -            59                 -
  Interest expense                         (224)                -          (454)                -
  Foreign exchange gain                     210                 -           956                 -
--------------------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD           $      (2,202)  $          (278)  $    (4,063)  $          (417)
==================================================================================================

NET LOSS PER SHARE,
  BASIC AND DILUTED               $       (0.05)  $         (0.10)  $     (0.09)  $         (0.22)
==================================================================================================

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING              48,268,690         2,859,619    47,322,353         1,852,466
==================================================================================================

<FN>
The  accompanying  notes  are  an  integral  part  of  these  interim  financial  statements.
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
APOLLO  GOLD  CORPORATION
CONSOLIDATED  STATEMENTS  OF  DEFICIT
(IN  THOUSANDS  OF  CANADIAN  DOLLARS)
(UNAUDITED)
--------------------------------------------------------------------------------------------------


                                    Three months ended June 30,       Six months ended June 30,
                                  --------------------------------  ------------------------------
                                       2003             2002            2003            2002
                                  --------------  ----------------  ------------  ----------------
<S>                               <C>             <C>               <C>           <C>

Deficit, beginning of period      $     (68,656)  $       (62,154)  $   (66,795)  $       (62,015)
Net loss for the period                  (2,202)             (278)       (4,063)             (417)
--------------------------------------------------------------------------------------------------
Deficit, end of period            $     (70,858)  $       (62,432)  $   (70,858)  $       (62,432)
==================================================================================================
<FN>

The  accompanying  notes  are  an  integral  part  of  these  interim  financial  statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>

APOLLO  GOLD  CORPORATION
CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
(IN  THOUSANDS  OF  CANADIAN  DOLLARS)
(UNAUDITED)
---------------------------------------------------------------------------------------------------------

                                           Three months ended June 30,       Six months ended June 30,
                                         --------------------------------  ------------------------------
                                              2003             2002            2003            2002
                                         --------------  ----------------  ------------  ----------------
<S>                                      <C>             <C>               <C>           <C>
OPERATING ACTIVITIES
  Net loss for the period                $      (2,202)  $          (278)  $    (4,063)  $          (417)
  Items not affecting cash
    Depreciation and amortization                2,125                 -         4,035                 -
    Amortization of deferred stripping           2,182                 -         2,182                 -
    Share-based compensation                       109                 -           507                 -
    Accrued site closure costs -
      Accretion expense                            461                 -           931                 -
    Changes in non-cash operating
      Assets and liabilities                    (2,902)              373          (482)              451
---------------------------------------------------------------------------------------------------------
Net cash flows (used in) from
  Operating activities                            (227)               95         3,110                34
---------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Deferred stripping costs                      (3,421)                -        (8,721)                -
  Property, plant and equipment
    Expenditures                                (1,528)                -        (6,098)                -
  Notes receivable - Nevoro                          -             3,074             -           (16,756)
  Restricted Certificate of Deposit               (263)                -        (1,309)                -
---------------------------------------------------------------------------------------------------------
Net cash flows (used in) from
  Investing activities                          (5,212)            3,074       (16,128)          (16,756)
---------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Proceeds from exercise of warrants               476                 -         4,163                 -
  Notes payable                                 (1,292)                -          (256)                -
  Proceeds on issuance of convertible
    Debentures,  net                                 -                83             -            19,913
---------------------------------------------------------------------------------------------------------
Net cash flows (from) used by
  financing activities                            (816)               83         3,907            19,913
---------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash         (1,498)                -        (1,700)                -
---------------------------------------------------------------------------------------------------------
NET (DECREASE) INCREASE
  IN CASH                                       (7,753)            3,252       (10,811)            3,191
CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                           10,235                69        13,293               130
---------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD                          $       2,482   $         3,321   $     2,482   $         3,321
=========================================================================================================

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for:
  Interest                               $         216   $             -   $       445   $             -
=========================================================================================================
  Income taxes                           $           -   $             -   $         -   $             -
=========================================================================================================
<FN>
During  the  quarter  ended June 30, 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 $187 as a
result  of  these  transactions.

The  accompanying  notes  are  an  integral  part  of  these  interim  financial  statements.
</TABLE>


                                        5
<PAGE>
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. Prior to the acquisition of Nevoro, the
     Company  had  interests  in  exploration  projects  in  Indonesia  and  the
     Philippines.

     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, the Montana Tunnels
     Mine  through Montana Tunnels Mining, Inc. ("MTMI") located in the State of
     Montana  and  the  Diamond  Hill Mine also located in the State of Montana.

     Apollo  Gold  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.  This  project  is  an  exploration  property.

     Currently  the Company is operating the Florida Canyon Mine at its designed
     capacity  (approximately 120,000 gold ounces per year). The Montana Tunnels
     Mine  began  commercial  production  in  April  2003  and  has  experienced
     operational  problems  (Note  2).


2.   MONTANA  TUNNELS  MINE

     The  Montana  Tunnels  Mine has experienced pit wall problems over the past
     year  that  has resulted in significant changes to the mine plan, including
     an  accelerated  stripping  schedule  to remove 10 million tons of material
     that  sloughed off the southwest pit wall. The changes to the mine plan and
     the accelerated stripping schedule require funding of an additional $15,000
     over  the  next  year to allow access to all reserves currently included in
     the  mine  plan.

     The  Company does not currently have the funds to complete the revised mine
     plan.  The  continuation  of  operations  at  the  Montana  Tunnels Mine is
     dependent  on  the  Company's  ability  to  arrange  additional  financing.

     If  additional  financing  is not obtained, the Company would have to cease
     operating  at  the  Montana  Tunnels  Mine  and  write-off  its investment.
     Information  regarding  the  carrying  value of the Montana Tunnels Mine is
     contained  in  Note  7.


                                        6
<PAGE>
3.   ACCOUNTING  POLICIES

     These  consolidated  interim  financial  statements  have  been prepared in
     accordance  with  Canadian  generally  accepted  accounting principles. The
     accounting  policies  followed  in preparing these financial statements are
     those  used  by  the Company as set out in the audited financial statements
     for  the  year  ended  December  31,  2002.  Certain  information  and note
     disclosure  normally included in consolidated financial statements prepared
     in  accordance  with  generally  accepted  accounting  principles have been
     omitted.  These  interim  financial statements should be read together with
     the  Company's audited financial statements for the year ended December 31,
     2002.

     In  April  2003  the  Company  began  commercial  production at the Montana
     Tunnels  Mine  and now amortizes the deferred stripping costs in accordance
     with  the  following  accounting  policy:

     Deferred  stripping  costs

     Mining  costs  incurred  on  development activities comprised of waste rock
     removal  at open pit operations commonly referred to as "deferred stripping
     costs"  are  capitalized  and  amortized over the ore reserve that benefits
     from  the  pre-stripping activity. This amortization is calculated based on
     the  units-of-production,  based  on  estimated recoverable ounces of gold,
     using  a  stripping ratio calculated as the ratio of total tons to be moved
     to  total gold ounces to be recovered over the life of mine, and results in
     the recognition of the cost of these mining activities evenly over the life
     of  mine  as  gold  is  produced  or  sold. This amortization is charged to
     operating  expenses  over  the  remaining  life  of  the ore body. Deferred
     stripping costs are included in the carrying amount of the Company's mining
     properties for purposes of determining whether any impairment has occurred.

     In the opinion of management, all adjustments considered necessary for fair
     presentation  have  been  included  in  these financial statements. Interim
     results  are  not  necessarily  indicative  of the results expected for the
     fiscal  year.

     Certain  of  the comparative figures have been reclassified to conform with
     the  current  period  presentation.


                                       7
<PAGE>
4.   PROPERTY,  PLANT  AND  EQUIPMENT

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

<TABLE>
<CAPTION>
                                                       JUNE 30,              December 31,
                                                         2003                    2002
                                     --------------------------------------  ------------
                                                   Accumulated    Net Book     Net Book
                                         Cost      Depreciation     Value       Value
                                     ------------  -------------  ---------  ------------
<S>                                  <C>           <C>            <C>        <C>
Mine assets
  Building, plant and equipment      $     14,164  $       2,432  $  11,732  $     11,506
  Mining properties and
    development costs                      27,421          6,131     21,290        25,207
-----------------------------------------------------------------------------------------
                                           41,585          8,563     33,022        36,713
  Mineral rights                            9,783              -      9,783        11,207
-----------------------------------------------------------------------------------------
Total property, plant and equipment  $     51,368  $       8,563  $  42,805  $     47,920
=========================================================================================
</TABLE>

5.   SHARE  CAPITAL

     (a)  Authorized

          Unlimited  number  of  common  shares  with  no  par  value.

     (b)  Issued  and  outstanding

<TABLE>
<CAPTION>
                                                    Contributed
                              Shares      Amount      Surplus       Total
                            -----------  --------  --------------  --------
<S>                         <C>          <C>       <C>             <C>
Balance, December 31, 2002   40,190,874  $110,252  $      10,998   $121,250
Conversion of units           6,000,000     9,768              -      9,768
Warrants exercised            1,755,725     4,163              -      4,163
Nevoro acquisition, senior
  executive share
  compensation                        -         -            244        244
Shares issued to supplier        50,000       262              -        262
Shares issued for land           61,500       187              -        187
Fiscal 2002 stock-based
  compensation issued
  in 2003                       265,000       964           (964)         -
---------------------------------------------------------------------------
Balance, June 30, 2003       48,323,099  $125,596  $      10,278   $135,874
===========================================================================
</TABLE>


                                       8
<PAGE>
5.   SHARE  CAPITAL  (CONTINUED)

     (c)  Warrants

          The  following  summarizes  outstanding  warrants as at June 30, 2003:

<TABLE>
<CAPTION>
           Number of     Exercise           Expiry
Warrants    Shares         Price             Date
---------  ---------  ---------------  -----------------
<S>        <C>        <C>              <C>
6,150,525  6,150,525  $2.16 (US$1.60)  March 24, 2004
3,000,000  3,000,000            3.25   December 23, 2006
--------------------------------------------------------
9,150,525  9,150,525
========================================================
</TABLE>


     (d)  Share  purchase  options

          (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.

               At June 30, 2003, there were 1,785,000 options outstanding with a
               weighted-average  price  of $3.28 and expiry date of February 18,
               2013.

          (ii) Performance-based  stock  option  plan

               As part of the Nevoro acquisition, 2,780,412 options 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  common  shares  subject  to  a  reduction  if  certain
               performance  criteria  are  not  met.

               In  fiscal 2002, one-half of the 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 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
               $244 has been recorded in the statement of operations relating to
               the  fair  value  expense  of the common shares vesting in fiscal
               2003  and  credited  to  contributed  surplus.

               As  at  June  30,  2003,  there  were 2,780,412 performance-based
               options  outstanding  with  a  weighted-average  price  of  $1.08
               (U.S.$0.80)  and  an  expiry  date of June 25, 2007. In addition,
               there  is  an  entitlement  to  265,000  performance-based common
               shares  outstanding.


                                       9
<PAGE>
     5.   SHARE  CAPITAL  (CONTINUED)

          (e)  Stock-based  compensation

               The  following  pro  forma financial information presents the net
               loss  for  the  period  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:

<TABLE>
<CAPTION>
                                        THREE MONTHS       Six months
                                       ENDED JUNE 30,    ended June 30,
                                            2003              2003
                                      ----------------  ----------------
<S>                                   <C>               <C>
Net loss
  As reported                         $        (2,202)  $        (4,063)
  Compensatory fair value of options            1,181             2,581
------------------------------------------------------------------------
  Pro forma                           $        (3,383)  $        (6,644)
========================================================================

Basic and diluted loss per share
  As reported                         $         (0.05)  $         (0.09)
  Pro forma                                     (0.07)            (0.14)
========================================================================
</TABLE>

               Using  the  fair value based method for stock-based compensation,
               additional  costs  of  approximately $1,181 and $2,581 would have
               been  recorded for the three and six-month periods ended June 30,
               2003,  respectively.  This  amount was determined using an option
               pricing model assuming no dividends were paid, a weighted-average
               volatility  of  the  Company's  share  price  of  52%,  a
               weighted-average  expected  life  of the options of 2 to 4 years,
               and  weighted-average  annual  risk  free  rate  of  3.52%.

               No  stock  options were granted during the six month period ended
               June  30,  2002.

          (f)  Loss  per  share

               Loss  per  share  has  been calculated using the weighted monthly
               average  number  of  common shares outstanding during the period.
               Had  the  Company not been in a loss position, 4,565,412 dilutive
               outstanding  stock  options  and  9,150,525  dilutive outstanding
               warrants  and 265,000 issuable common shares for the period ended
               June  30,  2003 would have been added to compute diluted earnings
               per  share.


6.   INCOME  TAXES

     The Company did not record a recovery for income taxes for the period ended
     June  30, 2003 due to the availability of net operating loss carry forwards
     and  the  uncertainty  of  their  future  realization.


                                       10
<PAGE>
7.   SEGMENTED  INFORMATION

     Apollo  operates the Montana Tunnels and Florida Canyon Mines in the United
     States and the Black Fox exploration 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.

     Amounts  as  at  June  30,  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          $     21  $     26  $2,026  $      409  $  2,482
Broken ore on leach pad -
  current                                 -    12,982       -           -    12,982
Other non-cash current assets         5,298     3,200     113         366     8,977
-----------------------------------------------------------------------------------
                                      5,319    16,208   2,139         775    24,441
Broken ore on leach pad -
  long-term                               -     2,473       -           -     2,473
Property, plant and equipment        14,027    18,246   6,895       3,637    42,805
Deferred stripping costs             28,829         -       -           -    28,829
Restricted certificate of deposit     2,905     4,990     437           -     8,332
-----------------------------------------------------------------------------------
Total assets                       $ 51,080  $ 41,917  $9,471  $    4,412  $106,880
===================================================================================

Current liabilities                $  5,988  $  9,074  $    -  $      841  $ 15,903
Notes payable                           856     4,940       -           -     5,796
Accrued site closure costs           11,866    16,402       -           -    28,268
-----------------------------------------------------------------------------------
Total liabilities                  $ 18,710  $ 30,416  $    -  $      841  $ 49,967
===================================================================================
</TABLE>


                                       11
<PAGE>
     7.   SEGMENTED  INFORMATION  (CONTINUED)

          Amounts  for  the  three  and  six  month periods ended June 30, 2003,
          respectively,  are  as  follows:


<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED JUNE 30, 2003
                                   -----------------------------------------------------
                                    Montana    Florida    Black     Corporate
                                    Tunnels    Canyon      Fox      and Other    Total
                                   ---------  ---------  --------  -----------  --------
<S>                                <C>        <C>        <C>       <C>          <C>
Revenue from sale of minerals      $ 10,972   $ 13,326   $     -   $        -   $24,298
----------------------------------------------------------------------------------------

Direct operating costs               10,665      9,844         -            -    20,509
Depreciation and amortization           740      1,273         -          112     2,125
General and administrative                -          -         -        1,449     1,449
Share-based compensation                  -          -         -          109       109
Accrued site closure costs
  - accretion expense                     -        461         -            -       461
Royalties                                 -        332         -            -       332
Exploration and development               -          -     1,206          302     1,508
----------------------------------------------------------------------------------------
                                     11,405     11,910     1,206        1,972    26,493
----------------------------------------------------------------------------------------
Operating (loss) income                (433)     1,416    (1,206)      (1,972)   (2,195)
Interest income                           -          -         -            7         7
Interest expense                        (38)      (125)        -          (61)     (224)
Foreign exchange gain                     -          -       210            -       210
----------------------------------------------------------------------------------------
Net (loss) income                  $   (471)  $  1,291   $  (996)  $   (2,026)  $(2,202)
========================================================================================

Investing activities
  Property, plant and equipment
    expenditures                   $    866   $    656   $     -   $      193   $ 1,715
  Deferred stripping expenditures     3,421          -         -            -     3,421
</TABLE>


                                       12
<PAGE>
     7.   SEGMENTED  INFORMATION  (CONTINUED)

<TABLE>
<CAPTION>
                                               SIX MONTHS ENDED JUNE 30, 2003
                                   -----------------------------------------------------
                                    Montana    Florida    Black     Corporate
                                    Tunnels    Canyon      Fox      and Other    Total
                                   ---------  ---------  --------  -----------  --------
<S>                                <C>        <C>        <C>       <C>          <C>
Revenue from sale of minerals      $ 10,972   $ 26,266   $     -   $        -   $37,238
----------------------------------------------------------------------------------------

Direct operating costs               10,338     19,199         -            -    29,537
Depreciation and amortization         1,388      2,578         -           69     4,035
General and administrative                -          -         -        3,293     3,293
Share-based compensation                  -          -         -          507       507
Accrued site closure costs
  - accretion expense                     -        931         -            -       931
Royalties                                 -        654         -            -       654
Exploration and development               -          -     2,324          581     2,905
----------------------------------------------------------------------------------------
                                     11,726     23,362     2,324        4,450    41,862
----------------------------------------------------------------------------------------
Operating (loss) income                (754)     2,904    (2,324)      (4,450)   (4,624)
Interest income                           -          -         -           59        59
Interest expense                       (117)      (269)        -          (68)     (454)
Foreign exchange gain                     -          -       535          421       956
----------------------------------------------------------------------------------------
Net (loss) income                  $   (871)  $  2,635   $(1,789)  $   (4,038)  $(4,063)
========================================================================================

Investing activities
  Property, plant and equipment
    expenditures                   $  1,286   $  3,905   $   211   $      883   $ 6,285
  Deferred stripping expenditures     8,721          -         -            -     8,721
</TABLE>

     8.   FINANCIAL  INSTRUMENTS  AND  RISK  MANAGEMENT

          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 July
          1,  2003  there  are  88,000  ounces  remaining  on these options. 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 U.S.
          dollars  per ounce and a call option strike price of three hundred and
          forty-five U.S. dollars per ounce. As at June 30, 2003, the fair value
          of  the  contracts  is  a loss of $1,604 (December 31, 2002 - $3,573).


                                       13
<PAGE>
     8.   FINANCIAL  INSTRUMENTS  AND  RISK  MANAGEMENT  (CONTINUED)

          Gold  hedges  (continued)

          The  contracts  mature  as  follows:

                                             Ounces
                                             of Gold
                                             -------
                        2003 (as of July 1)   24,000
                        2004                  48,000
                        2005                  16,000
                        ----------------------------
                                              88,000
                        ============================

     9.   COMMITMENTS  AND  CONTINGENCIES

          (a)  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.

          (b)  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.


     10.  BANK  INDEBTEDNESS

               In  June  2003,  the  Company  entered  into  a $6,700 (US$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 June 30, 2003, the Company has made no
               borrowings  under  the  revolving  loan. As of June 30, 2003, the
               Company  was  not  in  compliance  with the net worth and current
               ration covenants, and, therefore, could be subject to an event of
               default.  The Company is currently negotiating with the lender to
               have  this  condition  waived.


                                       14
<PAGE>
     11.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES GENERALLY ACCEPTED
          ACCOUNTING  PRINCIPLES  ("GAAP")

          The  Company  prepares  its  consolidated  financial  statements  in
          accordance  with  accounting  principles generally accepted in Canada.
          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 three and six month periods
          ended  June  30,  2003  and  2002.

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

<TABLE>
<CAPTION>
CONSOLIDATED  BALANCE  SHEET
JUNE  30,  2003

                                                       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 June 30, 2003 Canadian
  GAAP                         $  2,482   $        -  $   42,805   $ 28,829   $          -  $    125,596   $    10,278  $ (70,858)
Convertible debenture (a)             -            -           -          -              -             -        32,666    (32,666)
Share-based compensation (b)          -            -           -          -              -             -         5,202     (5,202)
Gold hedge loss (c)                   -            -           -          -          1,604             -             -     (1,604)
Impairment of property,
  plant and equipment
  capitalized deferred and
   stripping costs (d)                -            -      (8,608)   (13,927)             -             -             -    (22,535)
Flow-through common
  shares (e)                     (2,047)       2,047           -          -            375          (375)            -          -
----------------------------------------------------------------------------------------------------------------------------------
As at June 30, 2003 U.S.
  GAAP                         $    435   $    2,047  $   34,197   $ 14,902   $      1,979  $    125,221   $    48,146  $(132,865)
==================================================================================================================================
</TABLE>


                                       15
<PAGE>
     11.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES GENERALLY ACCEPTED
          ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

<TABLE>
<CAPTION>
CONSOLIDATED  BALANCE  SHEET
DECEMBER  31,  2002

                                                          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                $    13,293   $        -  $   47,920   $ 26,815   $          -  $    110,252   $ 10,998  $ (66,795)
Convertible debenture (a)                -            -           -          -              -             -     32,666    (32,666)
Share-based compensation (b)             -            -           -          -              -             -      4,079     (4,079)
Gold hedge loss (c)                      -            -           -          -          3,573             -          -     (3,573)
Impairment of property,
  plant and equipment
   and capitalized deferred
  stripping costs (d)                    -            -      (8,608)   (13,927)             -             -          -    (22,535)
Flow-through common
  shares (e)                        (4,488)       4,488           -          -            375          (375)         -          -
----------------------------------------------------------------------------------------------------------------------------------
As at December 31, 2002 U.S.
  GAAP                         $     8,805   $    4,488  $   39,312   $ 12,888   $      3,948  $    109,877   $ 47,743  $(129,648)
==================================================================================================================================
</TABLE>

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

<TABLE>
<CAPTION>
                                                       2003      2002
                                                     --------  ---------
<S>                                                  <C>       <C>
Net loss for the three month period ended June 30,
  based on Canadian GAAP                             $(2,202)  $   (278)
Convertible debenture (a)                                  -    (32,446)
Share-based compensation (b)                            (443)         -
Gold hedge gain (c)                                      423          -
------------------------------------------------------------------------
Net loss for the period based on U.S. GAAP           $(2,222)  $(32,724)
========================================================================
Other comprehensive income:
  Currency translation adjustment                    $(5,895)  $      -
------------------------------------------------------------------------
Comprehensive loss                                   $(8,117)  $(32,724)
========================================================================
Net loss per share - U.S. GAAP basic                 $ (0.05)  $ (11.44)
========================================================================
</TABLE>


                                       16
<PAGE>
     11.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES GENERALLY ACCEPTED
          ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

<TABLE>
<CAPTION>
                                                     2003       2002
                                                   ---------  ---------
<S>                                                <C>        <C>
Net loss for the six month period ended June 30,
  based on Canadian GAAP                           $ (4,063)  $   (417)
Convertible debenture (a)                                 -    (32,666)
Share-based compensation (b)                         (1,123)         -
Gold hedge gain (c)                                   1,969          -
-----------------------------------------------------------------------
Net loss for the period based on U.S. GAAP         $ (3,217)  $(33,083)
=======================================================================
Other comprehensive income:
  Currency translation adjustment                  $ (9,846)  $      -
-----------------------------------------------------------------------
Comprehensive loss                                 $(13,063)  $(33,083)
=======================================================================
Net loss per share - U.S. GAAP basic               $  (0.07)  $ (17.86)
=======================================================================
</TABLE>

          (a)  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
               $32,666  for  the  year  ended December 31, 2002 ($32,446 for the
               three months ended June 30, 2002). Canadian GAAP does not require
               the  recognition  of  any  beneficial  conversion  feature.

          (b)  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").


                                       17
<PAGE>
     11.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES GENERALLY ACCEPTED
          ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

          (b)  Share-based  compensation  (continued)

               In  the  fourth  quarter of fiscal 2002, an expense of $4,079 has
               been  recorded  under  APB  No.  25 with respect to the intrinsic
               value  of stock options granted in the year and for the three and
               six  month  periods  ended  June 30, 2003, an expense of $443 and
               $1,123,  respectively,  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.

          (c)  Gold  hedge  gain  (loss)

               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
               $3,573  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  a  gain  of  $423  and $1,969 has been
               recorded  in the three and six month periods ended June 30, 2003,
               respectively,  to  reflect  the  fair value gain on the contracts
               between  December 31, 2002 and June 30, 2003. The gold hedge loss
               on  outstanding  hedge  contracts  amounted to $1,604 at June 30,
               2003.

          (d)  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 $22,535 has been
               recorded  as  an impairment in the fourth quarter of fiscal 2002.


                                       18
<PAGE>
     11.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES GENERALLY ACCEPTED
          ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

          (e)  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  $375  is  credited  to  other
               liabilities and included in income as the qualifying expenditures
               are  made.

               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  June  30, 2003, unexpended flow-through funds were $2,047
               (December  31,  2002  -  $4,488).

          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  period ended June 30, 2003 would reflect a reduction in cash
          utilized  in  investing  activities of $3,421 and $8,721 for the three
          and  six  month  periods  ended  June  30,  2003,  respectively, and a
          corresponding  increase  in  cash  utilized  in  operating activities.

          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 components of
          comprehensive  loss are the net loss for the period and the changes in
          the  foreign currency translation component of shareholders' equity as
          reported in the consolidated balance sheet prepared in accordance with
          Canadian  GAAP.


                                       19
<PAGE>
     11.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES GENERALLY ACCEPTED
          ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

          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
          for 2003 and 2002: risk-free interest rate of 3.55%, dividend yield of
          0%,  volatility  factor of 90% and a weighted-average expected life of
          the options of 2 to 4 years. The weighted average fair value per share
          of  options  granted  during  2003  and  2002  was  $2.19  and  $1.92,
          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
                                                        --------  ---------
<S>                                                     <C>       <C>
Net loss for the three month period ended June 30,
  2003, as reported                                     $(2,222)  $(32,724)
Stock option expense as reported                            443          -
Pro forma stock option expense                           (1,181)         -
---------------------------------------------------------------------------
Net loss - pro forma                                    $(2,960)  $(32,724)
===========================================================================

Net loss per share, basic - for the three month period
  ended June 30, 2003                                   $ (0.05)  $ (11.44)
Stock option expense as reported                           0.01          -
Pro forma stock option expense                            (0.02)         -
---------------------------------------------------------------------------
Net loss per share, basic - pro forma                   $ (0.06)  $ (11.44)
===========================================================================
</TABLE>


                                       20
<PAGE>
     11.  DIFFERENCES  BETWEEN  CANADIAN  AND  UNITED  STATES GENERALLY ACCEPTED
          ACCOUNTING  PRINCIPLES  ("GAAP")  (CONTINUED)

<TABLE>
<CAPTION>
                                                        2003      2002
                                                      --------  ---------
<S>                                                   <C>       <C>
Net loss for the six month period ended June 30,
  2003, as reported                                   $(3,217)  $(33,083)
Stock option expense as reported                        1,123          -
Pro forma stock option expense                         (2,581)         -
-------------------------------------------------------------------------
Net loss - pro forma                                  $(4,675)  $(33,083)
=========================================================================

Net loss per share, basic - for the six month period
  ended June 30, 2003                                 $ (0.07)  $ (17.86)
Stock option expense as reported                         0.02          -
Pro forma stock option expense                          (0.05)         -
-------------------------------------------------------------------------
Net loss per share, basic - pro forma                 $ (0.10)  $ (17.86)
=========================================================================
</TABLE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

THIS  REPORT  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 QUARTERLY REPORT ON FORM 10-Q 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  (i)  the  financial  condition  and
results  of  operations  of  the Company for the three and six months ended June
30,  2003  and 2002; and (ii) as compared to the results of operations of Apollo
Gold, Inc. ("AGI"), the business acquired by the Company through the acquisition
of  Apollo  Gold,  Inc.'s parent company, Nevoro, for the period from January 1,
2002  through  June 24, 2002.  Subsequent to June 24, 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
Company  believes  that  the comparison of the Company's financial condition and
results  of operations for the six months ended June 30, 2003 to AGI's result of
operations  for  the  period  from January 1, 2002 through June 24, 2002 are the
most  meaningful.


                                       21
<PAGE>
This  Form  10-Q  should  be read in conjunction with our consolidated financial
statements  and  related notes included in this quarterly report, as well as our
annual financial statements for the fiscal year ended December 31, 2002 included
in  our  Registration  Statement on Form 10 (the "Registration Statement") filed
with  the  SEC.  Certain  classifications  have  been  made  to the prior period
financial  statements  to  conform with the current period presentation.  Unless
stated  otherwise,  all  dollar  amounts  are  reported  as  Canadian  dollars.

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

BACKGROUND

We are primarily 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 exploration
activities  involve our Pirate Gold, Nugget Field and Diamond Hill properties as
well  as  our  Black  Fox  Property,  acquired  in  September  2002.

We  are  the  result  of  a  June  2002  Plan  of  Arrangement  ("Plan  of
Arrangement")  that  resulted in the merger of International Pursuit Corporation
("Pursuit"),  a  public  company previously traded on the Toronto Stock Exchange
under the ticker symbol IPJ, and Nevoro Gold Corporation ("Nevoro"), a privately
held  corporation.  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., a Delaware
corporation  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,  we  began  trading  on  the American Stock 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  employs  approximately  175  full-time non-unionized employees and
produces  approximately  125,000  ounces  of  gold  annually.

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 70,000 ounces of gold, 26,000 tons of zinc,
6,676  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


                                       22
<PAGE>
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 sloughed off the southwest pit wall.  Additional stripping will
be  required  at  the Montana Tunnels Mine for production to continue past March
2004.  The  changes  to  our  mine  plan  and the accelerated stripping schedule
require  funding  of  an approximately US$15 million over the next year to allow
access  to  all  reserves currently included in the mine plan.  The Company does
not  currently have the funds to complete the revised mine plan; and, therefore,
the continuation of operations at the Montana Tunnels Mine is dependent upon the
Company's  receiving  additional  financing.  If  additional  financing  is  not
obtained,  the Company would have to cease operating at the Montana Tunnels Mine
and  write-off  its  investment.   The  Montana  Tunnels  Mine  employs
approximately  175  full-time  non-unionized  employees.

We  have  several  exploration  assets  including  Pirate Gold and Nugget Field,
each  located  in  Nevada  and owned by our wholly-owned subsidiary, Apollo Gold
Exploration,  Inc.,  a  Delaware  corporation.  In addition, we also own Diamond
Hill,  which  is  located  in  Montana  and  Standard  Mine,  located in Nevada.

In  September  2002, we completed the acquisition of certain assets known as our
Black  Fox  Property  (near  the  site  of  the  former  Glimmer  Mine) from two
unrelated third parties, Exall Resources Limited and Glimmer Resources, Inc. The
Black  Fox  Property  is  located  east  of  Timmins,  Ontario.  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  core  drilling  of  approximately  177 core holes.  In August 2003, we
undertook  an  exploration  review, and currently anticipate confirming open pit
ore  reserves  in  October  2003 and open pit/underground estimated resources in
December  2003.  We believe that the first phase will cost approximately US $3.7
million.

Upon  completion  of the first phase, we will then begin the second phase of our
Black Fox project.  The second phase will involve the development of underground
mining,  with  an  anticipated  cost  of  US  $17.3  million for the period from
September  2003  through  December 2004.  We plan to develop an underground ramp
from  existing  structures  and  will  construct  a shaft, drill level and drill
stations and a ventilation shaft.  We currently anticipate commencing the second
phase  underground  drilling  in  2004.  We  also  plan  to begin the permitting
process  for  the  third  phase  of the Black Fox project in September 2003, 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  3,000  tons  of  ore  per  day.  The  third phase will include the
development  of  these  capabilities,  at  an  aggregate  estimated  cost  of
approximately  US  $41  million.

APOLLO  GOLD  CORPORATION

Financial  information  of  the  Company for the three and six months ended June
30,  2002 is (i)  the historical financial information  of Pursuit, and (ii) the
historical  financial  information  of  Nevoro for the period from June 25, 2002
through  June  30,  2002.

RESULTS  OF  OPERATIONS

SIX  MONTHS  ENDED  JUNE  30,  2003  COMPARED  TO SIX MONTHS ENDED JUNE 30, 2002

We  realized  total  revenue  of  approximately $37.2 million for the six months
ended  June  30,  2003.  We did not realize any revenue for the six months ended
June  30,  2002,  as  Pursuit  was  primarily  engaged in seeking joint  venture
partners  for  its  existing  operations  and  in  negotiating the terms of  its
acquisition  of  Nevoro.  Sales  of  minerals  from  our  Florida  Canyon  Mine
accounted  for  71% of our revenues for the six months ended June 30, 2003, with
the  remaining  29%  of  revenues  being derived from sales of minerals from our
Montana  Tunnels Mine.  We  received approximately 87% of our revenue in the six
months  ended  June  30, 2003 from sales of gold and the balance from  sales  of
silver,  zinc  and  lead.

Revenues  for  the  first six months of 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,
east wall slippage and crusher installation scheduling problems limited our gold
production  to  13,118  ounces  for  the first six months of 2003, 10,000 ounces
below  our  initial  production  expectations.  However,  production  began  to
accelerate  during  June  2003,  when  5,377  ounces  of gold were produced.  We
completed  the  installation  of our new crusher in August 2003, at a cost of US
$1.2  million.  As a result, throughput at the Montana Tunnels Mine increased by
approximately 1,500 tons of ore per day.  Based on this increased throughput, we
anticipate  an  annual  6,000 ounce increase in the gold produced by the Montana
Tunnels  Mine.  We  believe  that the open pit stripping of the west side of the
Montana Tunnels Mine in the second half of 2003 is a very important and integral
component  of the Montana Tunnels production scheduled for the second quarter of
2004.  This stripping was accelerated from our original timetable of late 2004 -
early  2005  due  to  the  west  wall  slippage  discussed  above.

We  currently  plan  to  process  1.5  million  tons  of ore per quarter for the
remainder  of 2003.  In 2004, we plan to commence the second phase of production
at  the  Montana Tunnels Mine, which will require the removal of 17 million tons
from the west side, at an estimated cost of US $9.2 million.  Upon completion of
this  phase,  we  anticipate  commencing  the  third  phase,  which will require
additional  permits.  We currently anticipate that the third phase will begin in
late  2005.

Our  Florida  Canyon  Mine  produced a total of 51,790 ounces of gold during the
first  six  months  of  2003,  approximately  5,000  ounces  below  our  initial
production  expectations  due to lower than expected ore grades.  Ore production
at  Florida  Canyon is expected to accelerate during the second half of the year
to  an  estimated total of 118,000 ounces for 2003, as the new Switchback Pit is
now in full production and two additional trucks have been added to the fleet to
increase  volumes  and  reduce  unit  costs.

Assuming  that  the price of gold remains at approximately US $375 per ounce, we
currently  anticipate  that  our  Montana  Tunnels and Florida Canyon Mines will
produce  an  aggregate  of  190,000 ounces in 2004 and 185,000 ounces in each of
2005  and  2006,  with heap gold recovery and reclamation occurring through 2009
(depending  upon  the  price  of  gold).

Furthermore, we currently anticipate commencing development of our Standard Mine
(located  south of the Florida Canyon Mine) in the fourth quarter of 2004, which
would  involve  development drilling and permitting at an anticipated cost of US
$7  million.  We  would  then begin production at the Standard Mine in the first
quarter of 2005.  Recent discoveries at our Standard Mine include a new gold ore
deposit  with  reserves  of  approximately 318,300 ounces and total resources of
approximately  500,000  ounces.  Based  on  these  discoveries,  we  currently
anticipate  that  the  Standard Mine will produce approximately 75,000 ounces of
gold  in each of 2005 and 2006, with additional resources after further drilling
is  conducted.

Our  direct  operating  costs  equaled  approximately  $29.5 million for the six
months  ended  June  30,  2003, and included mining and processing costs. We are
continuing  to  attempt  to reduce our direct operating  costs  focusing on cost
reductions  at  our  mines.  These  cost reductions include lower payroll  costs
(due  to  the  elimination  of  one  mining  crew)  and  reduced  maintenance
costs.   As  of  June  30,  2003,  our  scheduled  commitments  include only our
operating  leases,  with  minimum  lease  payments  of  $111,000  in  2003  and
$82,000  in  2004.  We  incurred  depreciation  and  amortization  expenses  of
approximately  $4.0  million  for  the  six  months  ended  June  30,  2003.


                                       23
<PAGE>
We  incurred  approximately  $3.3 million in general and administrative expenses
for the six months ended June 30, 2003, as compared to approximately $417,000 in
general  and  administrative  expenses  incurred  by  Pursuit for the comparable
period  in  2002.  General  and administrative expenses for the first six months
ended  June  30,  2003  consisted  of  increased  legal  and accounting expenses
incurred  in  the preparation of our Registration Statement for the registration
of  our  common  stock  in  the  United States, and increased investor relations
costs,  including  exchange  listing  fees.  In  2002,  these expenses consisted
primarily of salaries and legal and  accounting expenses for maintaining Pursuit
as  a publicly traded company in Canada.  In the six months ended June 30, 2003,
we  also incurred share-based compensation  of approximately $507,000, resulting
from  the  issuance  of  stock  in  lieu of certain cash compensation. We do not
currently  intend  to  continue  to  use  share-based  compensation  for  the
foreseeable  future,  except for the possible issuance of shares pursuant to the
balance  of  the  arrangement  options  granted to certain  of  our officers and
directors  in  2002.  These  shares  would  be issued in February 2004, based on
fiscal  2003  performance,  if  earned pursuant to the terms of  those  options.

In  the  six  months  ended  June  30,  2003,  we  accrued  accretion expense of
approximately  $931,000,  relating  to accrued site closure costs at our Florida
Canyon  and Montana Tunnels Mines. This expense represents our estimation of the
fair  value  of  the  increase  in our site closure and reclamation costs in the
first  six  months of 2003. We incurred $654,000 in royalty expenses for the six
months  ended  June  30, 2003, attributed  to royalties  on  production from our
Florida Canyon Mine. Our expenses for exploration and development, consisting of
drilling  and  related  expenses  at  our  exploration  properties,  totaled
approximately  $2.9  million  for the six months ended June 30, 2003. 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 for the six
months  ended  June  30,  2003  equaled  approximately $41.9 million compared to
approximately  $417,000  of  operating  expenses  for  Pursuit in the comparable
period  in  2002.

We  realized  interest  income  of  approximately  $59,000 during the six months
ended  June  30, 2003.  We incurred interest  expense  of approximately $454,000
in the six months ended June 30, 2003, primarily for equipment leases and bridge
loans. We did not realize interest income or incur interest expense  during  the
comparable  period  in  2002.

We  realized  foreign  exchange gains of  approximately  $956,000 during the six
months  ended  June  30,  2003,  from  cash  balances  not held in United States
dollars,  and our currency of measurement (i.e. our functional currency is in US
dollars  but  we  report currency in Canadian dollars).  We  did not realize any
foreign  exchange  gains  during  the  six  months  ended  June  30,  2002.

Based  on  these  factors,  we incurred a loss of approximately $4.1 million, or
$0.09  per  share, for the six months ended June 30, 2003, as compared to a loss
of  approximately  $417,000,  or  $0.22 per share, for the six months ended June
30,  2002.

Differences  Between  Canadian  and  US  GAAP

In  accordance  with Canadian GAAP, we have not recorded any expense for the six
months  ended  June  30,  2003  with  respect  to  stock  options  granted  to
employees.  Under  US  GAAP, we have elected to continue to measure our employee
stock-based  awards  using  the  intrinsic value method prescribed by Accounting
Principles  Board  Opinion  No.  25,  "Accounting for Stock Issued to Employees"


                                       24
<PAGE>
("APB  No.  25").  For  the  six  months  ended  June  30,  2003,  an expense of
approximately  $1.1 million  has  been recorded under APB No. 25 with respect to
the  intrinsic  value  of  stock  options  granted  during  that  period.

Under  US  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, US GAAP also requires fair value
accounting  to  be  used  for all types of derivatives. As we have chosen not to
meet  these  requirements  for  the  six  months  ended June 30, 2003, a gain of
approximately  $2.0  million  has  been  recorded  in that period to reflect the
fair  value  gain on our hedge  contracts between December 31, 2002 and June 30,
2003.  The  cumulative gold hedge  loss  on outstanding hedge contracts amounted
to  approximately  $1.6  million  at  June  30,  2003.

Under  US  GAAP, the convertible debenture issued in June 2002 requires that the
beneficial conversion feature and debenture issuance costs be amortized over the
term  of  the debenture. Accordingly, an expense of  approximately $32.7 million
was  recorded  in  the six month period ended June  30,  2002  representing  the
amortization  of  these  costs.

Under  US  GAAP,  the  foreign  currency  component  of  shareholders' equity is
required to be recognized as a component of comprehensive income and reported in
the  financial  statements.  Canadian  GAAP  does  not  recognize the concept of
comprehensive  income. The only components of our comprehensive loss are the net
loss  for  the  period  and  the  foreign  currency  translation  component  of
shareholders'  equity  as reported in our consolidated balance sheet prepared in
accordance  with  Canadian  GAAP.

The  net  loss  per  share  for the six months ended June 30, 2003 was $0.09 and
$0.07  under  Canadian  GAAP  and  US  GAAP, respectively, and $0.22 and $17.86,
respectively  for  the  six  months  ended  June  30,  2002.

THREE  MONTHS  ENDED  JUNE 30, 2003 COMPARED TO THREE MONTHS ENDED JUNE 30, 2002

We  realized  total  revenue of approximately $24.3 million for the three months
ended  June 30, 2003.  We did not realize any revenue for the three months ended
June  30,  2002,  as  Pursuit  was  primarily  engaged in seeking joint  venture
partners  for  its  existing  operations  and  in  negotiating the terms of  its
acquisition  of  Nevoro.  Sales of minerals from our Florida Canyon Mine account
for  55%  of  our  revenues  for  the three months ended June 30, 2003, with the
remaining  45% of revenues being derived from sales of minerals from our Montana
Tunnels  Mine.  Since  we  capitalized  costs  at  our Montana Tunnels  received
approximately  76%  of  our revenue in the three months ended June 30, 2003 from
sales  of  gold  and  the  balance  from  sales  of  silver,  zinc  and  lead.

While  we  continued to experience an impact on our production during the second
quarter  of  2003 from the challenges presented by our mine operations, the pace
of production began to accelerate at the end of the second quarter.  Our Montana
Tunnels  Mine  produced 13,118 ounces of gold during the three months ended June
30, 2003; 5,377 ounces of which were produced during June 2003.  We believe that
the  open  pit  stripping  of  the  west side of the Montana Tunnels Mine in the
second  half  of  2003 is a very important and integral component of the Montana
Tunnels production scheduled for the second quarter of 2004.  This stripping was
accelerated  from  our  original  timetable of late 2004 - early 2005 due to the
west  wall  slippage  discussed  above.

Our  Florida  Canyon  Mine  produced a total of 26,733 ounces of gold during the
three  months  ended  June  30, 2003, again reflecting an accelerated production
rate during the second quarter.  Ore production at Florida Canyon is expected to
accelerate  during the second half of the year, as the new Switchback Pit is now
in  full  production  and  two additional trucks have been added to the fleet to
increase  volumes  and  reduce  unit  costs.

Our  direct  operating  costs  equaled approximately $20.5 million for the three
months  ended  June  30, 2003, and included mining and processing costs.  We are
continuing  to  attempt to reduce direct operating  costs  in 2003,  focusing on
cost reductions at our mines. These cost reductions include lower payroll  costs
(due  to  the  elimination  of  one  mining  crew)  and  reduced  maintenance
costs.  However  our  direct  operating  costs  increased significantly from the
first  quarter of 2003 due to increasing production at the Montana Tunnels Mine.
As  of  June  30,  2003,  our  scheduled commitments include only our  operating
leases,  with  minimum  lease  payments  of  $111,000  in  2003  and  $82,000 in
2004.  We  realized  depreciation  and  amortization  expenses  of approximately
$2.1  million  for  the  three  months  ended  June  30,  2003.

We  incurred  approximately  $1.4 million in general and administrative expenses
for  the three months ended June 30, 2003, as compared to approximately $278,000
in  general  and  administrative expenses incurred by Pursuit for the comparable


                                       25
<PAGE>
period  in  2002.  General and administrative expenses for the second quarter of
2003  consisted  of  increased  legal  and  accounting  expenses incurred in the
preparation  of  our  Registration  Statement for the registration of our common
stock  in  the  United States, and increased investor relations costs, including
exchange  listing  fees. In 2002, these expenses consisted primarily of salaries
and  legal and  accounting expenses for maintaining Pursuit as a publicly traded
company  in  Canada.  In  the three months ended June 30, 2003, we also incurred
share-based compensation  of approximately $109,000, resulting from the issuance
of  stock  in  lieu  of certain cash compensation. We do not currently intend to
continue  to use share-based  compensation  for  the  foreseeable future, except
for  the  possible issuance of shares pursuant to the balance of the arrangement
options granted to certain  of  our officers and directors in 2002. These shares
would  be  issued  in February 2004, based on fiscal 2003 performance, if earned
pursuant  to  the  terms  of  those  options.

In  the  three  months  ended  June  30,  2003,  we accrued accretion expense of
approximately  $461,000,  relating  to accrued site closure costs at our Florida
Canyon  and Montana Tunnels Mines. This expense represents our estimation of the
fair  value  of  the  increase  in our site closure and reclamation costs in the
second  quarter  of 2003. We incurred $332,000 in royalty expenses for the three
months  ended  June 30, 2003, attributed  to  royalties  on  production from our
Florida Canyon Mine. Our expenses for exploration and development, consisting of
drilling  and  related  expenses  at  our  exploration  properties,  totaled
approximately  $1.5  million  for  the  three  months ended June 30, 2003. Given
that  Pursuit  was  focused  upon the Nevoro acquisition in the first quarter of
2002,  it  did  not  incur  exploration  or  development  costs  during  that
period.

As  a  result  of  these  expense  components,  our  operating  expenses for the
three  months  ended June 30, 2003 equaled approximately $26.5 million, compared
to  approximately  $278,000  of operating expenses for Pursuit in the comparable
period  in  2002.

We  realized  interest  income  of  approximately  $7,000  during  the  three
months  ended  June  30,  2003.  We incurred interest  expense  of approximately
$224,000 in the three months ended June 30, 2003, primarily for equipment leases
and  bridge  loans. We did not realize interest income or incur interest expense
during  the  comparable  period  in  2002.

We  realized foreign exchange gains of  approximately  $210,000 during the three
months ended June 30, 2003, from cash balances not held in United States dollars
and  our  currency of measurement (i.e. our functional currency is in US dollars
but  we  report  currency  in  Canadian  dollars).

Based  on  these  factors,  we incurred a loss of approximately $2.2 million, or
$0.05  per share, for the three months ended June 30, 2003 as compared to a loss
of  approximately  $278,000, or $0.10 per share, for the three months ended June
30,  2002.

Differences  Between  Canadian  GAAP  and  US  GAAP

In  accordance  with  Canadian  GAAP,  we  have not recorded any expense for the
three  months  ended  June  30,  2003  with  respect to stock options granted to
employees.  Under  US  GAAP, we have elected to continue to measure our 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").  For  the  three  months  ended  June  30, 2003, an expense of
approximately  $443,000  has  been recorded under APB No. 25 with respect to the
intrinsic  value  of  stock  options  granted  during  that  period.


                                       26
<PAGE>
Under  US  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, US GAAP also requires fair value
accounting  to  be  used  for all types of derivatives. As we have chosen not to
meet  these  requirements  for  the  three months ended June 30, 2003, a gain of
$423,000  has  been  recorded  in  that period to reflect the fair value gain on
our  hedge  contracts  between  March 31, 2003 and June 30, 2003. The cumulative
gold  hedge  loss  on outstanding hedge contracts amounted to approximately $1.6
million  at  June  30,  2003.

Under  US  GAAP, the convertible debenture issued in June 2002 requires that the
beneficial conversion feature and debenture issuance costs be amortized over the
term  of the debenture. Accordingly, an expense  of  approximately $32.4 million
was  recorded in the three month period ended June  30,  2002  representing  the
amortization  of  these  costs.

Under  US  GAAP,  the  foreign  currency  component  of  shareholders' equity is
required to be recognized as a component of comprehensive income and reported in
the  financial  statements.  Canadian  GAAP  does  not  recognize the concept of
comprehensive  income. The only components of our comprehensive loss are the net
loss  for  the  period  and  the  foreign  currency  translation  component  of
shareholders'  equity  as reported in our consolidated balance sheet prepared in
accordance  with  Canadian  GAAP.

The  net  loss  per share for the three months ended June 30, 2003 was $0.05 and
$0.05  under  Canadian GAAP and US GAAP, and $0.10 and $11.44, respectively, for
the  three  months  ended  June  30,  2002.

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 June 30, 2003, we had
cash  of  approximately  $2.5  million,  compared to cash of approximately $13.3
million  at  December  31, 2002.  The decrease in cash from December 31, 2002 is
primarily the result of proceeds of approximately $4.2 million received from the
exercise  of  warrants  in  the  six months ended June 30, 2003, offset  by cash
being  utilized  for  deferred stripping costs ($8.7  million),  property  plant
and  equipment expenditures ($6.1 million) and funds  contributed  to restricted
certificate  of  deposit  ($1.3  million), offset by cash  influx from operating
activities  ($3.1  million) and cash repayments on notes  payable ($0.3 million)
and  cash  received  from  the  exercise  of  warrants  ($4.2  million).

Approximately  $2.0  million  of  our  cash  available at June 30, 2003 has been
allocated  to  be  spent  pursuant to the terms and conditions of a $4.5 million
private  placement  of  flow-through  common  shares  (as defined in sub-section
66(15)  of  the  Income  Tax Act (Canada)) conducted in November 2002.  In  June
2003,  we  entered  into  a  US$5,000,000 Revolving Loan, Guaranty and  Security
Agreement  with  Standard  Bank  London  Limited  ("Standard  Bank").  Although
there  is  a  US$5,000,000  commitment,  we 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, we
have  to meet certain covenants.  As of June 30, 2003, we were not in compliance
with  the net worth and current ratio covenants, and therefore, could be subject
to an event of default.  We are currently negotiating with Standard Bank to have
this  condition  waived.  As  of  August 20, 2003, we have the ability to borrow
approximately  US$4.0 million under the  revolving  loan and as of that date, we
have  borrowed  approximately  US$1  million  from  Standard  Bank.


                                       27
<PAGE>
As discussed in "Background" above, our Montana Tunnels Mine has experienced pit
wall  problems over the past year that will require funding of an additional $15
million  over the next year.  We currently do not have the funds to complete the
revised Montana Tunnels Mine mining plan. If we are unable to raise these funds,
we  may  have to shut down the Montana Tunnels Mine and write off the balance of
our  investment.

We  believe  our cash requirements for 2003 will be funded through a combination
of current cash, future cash flows from operations, and/or future debt or equity
security  issuances.  As  of  August  28,  2003,  we  began an offering to raise
additional  money  in  each  of  the  provinces of Canada, excluding Quebec. 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
Canyon  Mining,  Inc.  ("Florida,  Inc.") is the principal under two reclamation
bonds totaling US$17,456,130 issued by  Safeco.  One  of  these  bonds,  in  the
amount  of  US$16,936,130,  has been cancelled  by  Safeco  and  is  the subject
of  certain  litigation.  We  maintain  the  second  bond,  in  the  amount  of
US$520,000  and  an  expiration  date  of  May  1,  2004,  with an annual fee of
US$6,500.  We  also  have  obtained  a  reclamation  bond  in  the  amount  of
US$14,987,688  from  CNA  for  our  Montana  Tunnels  Mine.  This  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  US$75,000  per  month  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  $3.1
million  of cash during the six months ended June 30, 2003. Substantially all of
the  operating  cash  flow  consisted  of  noncash  elements;  principal noncash
elements  included  charges  for  depreciation,  depletion  and  amortization of
approximately  $4.0  million,  amortization  of deferred stripping costs of $2.2
million,  share-based compensation of approximately $507,000, an increase in the
provision  for  accrued  site  closure  costs  of  approximately  $931,000,  and
changes  in  non-cash  operating  assets  and  liabilities  of  approximately
$482,000.  Operating  activities  provided approximately  $34,000 of cash during
the  six  months  ended  June  30, 2002.  Substantially all of the net cash flow
resulted  form  changes  in  non-cash  operating  assets  and  liablilities  of
approximately  $451,000.

Investing  Activities.  Investing  activities  utilized  approximately  $16.1
million  of  cash  during  the six months ended June 30, 2003. The major uses of
cash  were  for  additions  to  deferred  stripping costs  (approximately   $8.7


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<PAGE>
million),  property,  plant  and  equipment  (approximately  $6.1 million),  and
for  the  investment  in  a  restricted  certificate  of  deposit (approximately
$1.3  million). Investing  activities  used  approximately $16.8 million of cash
during  the  six  months ended June 30, 2002, all of which was used in a loan to
Nevoro  to  acquire  Apollo  Gold,  Inc.

Financing  Activities.  During  the  six months  ended  June 30, 2003, financing
activities  provided approximately $3.9 million in cash, primarily from proceeds
of  approximately  $4.2  million  from  the  exercise of special warrants issued
in  2002,  and  repayment of notes payable of approximately $256,000.  Financing
activities  provided  approximately  $19.9 million in cash during the six months
ended  June  30,  2002,  from  the  issuance and sale of convertible debentures.

APOLLO  GOLD,  INC.  ("AGI")

The  financial  statements  of  the  Company  prior  to  June  25,  2002, as set
forth above, do not include the financial condition and results of operations of
Apollo  Gold,  Inc.  ("AGI"),  which  was  acquired  by  the Company through its
merger  with  AGI's  parent, Nevoro, on that date. Substantially all of the gold
mining  and exploration business conducted by the Company subsequent to June 25,
2002  consists  of  the  gold  mining  and  exploration  operations  of AGI.


Period  from  January  1,  2002  Through  June  24,  2002

AGI  realized  sales of approximately US$33.3 million in the period from January
1,  2002  through  June  24, 2002. Sales reflected a continuing decline in world
gold  prices  throughout the period. This decline in gold prices also caused AGI
to  reduce  gold  production,  which  led  to  a  decrease  in  cost of sales to
approximately  US$26 million in the period from January 1, 2002 through June 24,
2002.  Depreciation,  depletion  and amortization expenses equaled approximately
US$2.7  million  in the period from January 1, 2002 through June 24, 2002, based
on  carrying  values  of  AGI's  mining properties and equipment consistent with
those  in  2001.

During the period from January 1, 2002 through June 24, 2002, AGI paid royalties
of  approximately  US$438,000. These royalties were consistent, on an annualized
basis,  with  aggregate  royalties  paid in the year ended December 31, 2001 and
reflected  the  decline  in  gold production due to depressed world gold prices.
Based  on  these  factors,  AGI  earned  a  gross profit of approximately US$4.1
million  for  the  period  from  January  1,  2002  through  June  24,  2002.

AGI incurred general and administrative expenses of approximately US$1.6 million
in  the  period  from  January  1,  2002  through  June  24,  2002.  General and
administrative expenses increased due to additional legal and accounting expense
from  the pending acquisition of AGI by Nevoro and the subsequent acquisition of
Nevoro  by  Apollo  Gold  Corporation.  Exploration  expenses were approximately
US$634,000  during  the  period  from  January  1,  2002  through June 24, 2002,
reflecting  a  continued increase in exploration activities on AGI's properties.

During  the  period  from  January  1,  2002 through June 24, 2002, AGI incurred
interest  expense  of  approximately  US$413,000,  indicating  a  decrease  in
borrowings  from  2001.  It  also  incurred a gold hedging loss of approximately
US$1.5  million,  resulting  from  spot deferred forward sales contracts entered
into  in  2001.

Based on these elements, AGI realized a net loss of US$760,000 during the period
from  January  1,  2002  through  June  24,  2002.


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<PAGE>
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  June  30,  2003,  we  have  accrued  approximately  $28.3
million  related to reclamation, severance and other closure requirements. As of
June  30, 2003, our total  reclamation, severance and other closure requirements
are  estimated  to  be  US$20,977,000.  This  liability  is  covered  by  a
combination  of  surety  bonds,  totaling  US$31,959,316,  and  cash  bonds
totaling  US$6,183,479,  for  a  total reclamation  surety,  at  June 30,  2003,
of  US$38,142,795.  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 June 30, 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.


                                       30
<PAGE>
NEW  ACCOUNTING  PRONOUNCEMENTS

We  report  under  Canadian  GAAP  and  reconcile the financial statements to US
GAAP.

NEW  CANADIAN  GAAP  ACCOUNTING  PRONOUNCEMENTS

The  CICA  issued  Handbook  Sections  1581,  "Business Combinations", and 3062,
"Goodwill  and  Other  Intangible Assets". Effective July 1, 2001, the standards
require  that  all  business  combinations  be  accounted for using the purchase
method.  Additionally,  effective  January 1, 2002, goodwill and indefinite life
intangible  assets  will  no  longer  be  required  to  be amortized but will be
subjected  to  an  annual  impairment  test.  Upon  adoption  of  Section 3062 a
transitional  impairment test is required to be performed within six months, and
a loss is required to be charged to opening retained earnings. This standard has
been  adopted  by  the  Company.

In  addition,  the  CICA  issued  amendments  to Handbook Section 1650, "Foreign
Currency Translation". Effective January 1, 2002, the standards require that all
unrealized translation gains and losses on assets and liabilities denominated in
foreign  currencies  be  included  in earnings for the year, including gains and
losses  on  long-term  monetary  assets and liabilities, such as long term debt,
which  were  previously deferred and amortized on a straight-line basis over the
remaining  lives  of  the  related  items.  These  amendments  will  be  applied
retroactively  with  restatement of prior periods. The adoption of this standard
did  not  have  a  material  effect  on  the  financial  statements.

The  CICA  also  issued  Handbook  Section  3870,  "Stock-based Compensation and
Other  Stock-based  Payments".  This  Section  establishes  standards  for  the
recognition,  measurement  and  disclosure of stock-based compensation and other
stock-based  payments  made  in  exchange  for goods and services and applies to
transactions,  including  non-reciprocal  transactions,  in  which an enterprise
grants  shares  of  common stock, stock options, or other equity instruments, or
incurs  liabilities  based  on  the  price  of  common  stock  or  other  equity
instruments.  This  Section sets out a fair value based method of accounting and
is  required  for  certain stock-based  transactions,  effective January 1, 2002
and  is  applied to awards granted on  or  after  that  date.  This standard has
been  adopted  by  the  Company.

The  CICA  has  also  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.  Management  is  currently  evaluating  the effect of the
adoption  of  the  new  guideline  on  its  financial  statements.

The  CICA  has  issued  a revised Handbook Section 3475, "Disposal of Long-Lived
Assets  and  Discontinued Operations". The revised standard establishes criteria
for the classification of long-lived assets as "held for sale" and requires that
long-lived assets that are to be disposed of by sale be measured at the lower of
carrying  value  or  fair  value  less  cost to sell. It eliminates the previous
recommendation  that  enterprises include under "discontinued operations" in the
financial  statements  amounts  for operating losses that have not yet occurred.


                                       31
<PAGE>
Additionally,  the revised standard expands the scope of discontinued operations
to  include  all  components  of  an  enterprise with operations that (1) can be
distinguished  from  the  rest of the entity and (2) will be eliminated from the
ongoing operations of the entity in a disposal transaction. The new Section 3475
is effective for disposal activities initiated by the enterprise's commitment to
a  plan  on or after May 1, 2003. Management does not expect the adoption of the
new  standard  to  have  a  material  impact  on  its  financial  statements.

In  2002,  the  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 sections will be applied
prospectively with early adoption encouraged. Management is currently evaluating
the  effect  of  the  adoption  of the new standard on its financial statements.

NEW  US  GAAP  ACCOUNTING  PRONOUNCEMENTS

In  June  1998,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 133 (SFAS 133), "Accounting for Derivative
Instruments  and Hedging Activities." SFAS 133 was amended in June 2000 with the
issuance of SFAS 138, "Accounting for Certain Derivative Instruments and Certain
Hedging  Activities."  SFAS  133,  which  we  adopted effective January 1, 2001,
requires that derivatives be recognized as assets or liabilities and be measured
at  fair  value.  Gains  or  losses  resulting from changes in the fair value of
derivatives in each period are to be accounted for either in current earnings or
other  comprehensive  income  (loss) depending on the use of the derivatives and
whether  they  qualify  for  hedge  accounting.  The  key  criterion  for  hedge
accounting  is  that  the  hedging  relationship  must  be  highly  effective in
achieving  offsetting  changes  in  the  fair value or cash flows of the hedging
instruments  and  the  hedged  items. We may from time to time enter into metals
hedging  contracts  (principally  for  gold and zinc). The contracts 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.

In  June  2001,  the  FASB  issued SFAS No. 143 "Accounting for Asset Retirement
Obligations,"  which  amends  SFAS  No.  19.  This statement addresses financial
accounting  and  reporting  for  obligations  associated  with the retirement of
tangible  long-lived  assets  and  the  associated  asset retirement costs. This
statement  required  that  the fair value of a liability for an asset retirement
obligation  be  recognized in the period in which it is incurred if a reasonable
estimate  of  fair value can be made. The requirements of this statement must be
implemented  for  fiscal  years  beginning after June 15, 2002. We adopted these
standards  in  January  1,  2002.

The  FASB  also  issued  SFAS  No.  144  "Accounting  for  the  Impairment  or
Disposal  of  Long-Lived  Assets." This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets. It supersedes
SFAS  No.  121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for
Long-Lived  Assets  to  Be  Disposed  Of,"  and  the  accounting  and  reporting
provisions  of  APB  Opinion  No.  30,  "Reporting  the  Results of Operations -


                                       32
<PAGE>
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," for the disposal of
a  segment  of  a  business.  It also amends APB No. 51, "Consolidated Financial
Statements,"  to  eliminate  the exception to consolidation for a subsidiary for
which  control  is  likely to be temporary. The provisions of this statement are
effective  for  financial  statements  issued  for  fiscal years beginning after
December  15,  2001,  and  interim periods within those fiscal years, with early
application  encouraged.  The  provisions  of this statement generally are to be
applied  prospectively.  The  adoption of this statement did not have a material
effect  on  our  statements.

In  April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections"  ("SFAS  No.  145"). SFAS No. 145 updates, clarifies and simplifies
existing accounting pronouncements, by rescinding SFAS No. 4, which required all
gains  and losses from extinguishment of debt to be aggregated and, if material,
classified  as  an  extraordinary  item,  net of related income tax effect. As a
result,  the  criteria in Accounting Principles Board Opinion No. 30 will now be
used  to classify those gains and losses. Additionally, SFAS No. 145 amends SFAS
No.  13  to  require that certain lease modifications that have economic effects
similar  to  sale-leaseback  transactions be accounted for in the same manner as
sale-leaseback  transactions.  Finally,  SFAS  No.  145  also  makes  technical
corrections  to  existing  pronouncements.  While  those  corrections  are  not
substantive  in  nature, in some instances, they may change accounting practice.
The  provisions  of  SFAS  No.  145  that  amend  SFAS  No. 13 are effective for
transactions  occurring after May 15, 2002 with all other provisions of SFAS No.
145  being required to be adopted by us in our consolidated financial statements
for the first quarter of fiscal 2003. Our management currently believes that the
adoption  of  SFAS  No.  145  will not have a material impact on our statements.

On  July  30,  2002,  the  FASB  issued  SFAS  No.  146  "Accounting  for  Costs
Associated with Exit or Disposal Activities." SFAS No. 146 requires companies to
recognize  costs  associated  with  exit  or  disposal  activities when they are
incurred  rather  than  at the date of a commitment to an exit or disposal plan.
Examples  of  costs  covered by the standard include lease termination costs and
certain  employee  severance  costs  that  are  associated with a restructuring,
discontinued  operation,  plant closing or other exit or disposal activity. SFAS
No.  146  replaces  the  prior guidance that was provided by EITF Issue No. 94-3
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS
No.  146 is to be applied prospectively to exit or disposal activities initiated
after  December 31, 2002. Our management currently believes that the adoption of
SFAS  No.  146  will  not  have  a  material  impact  on  our  statements.

In  December  2002,  the  FASB  issued  SFAS  148,  "Accounting  for Stock-Based
Compensation-Transition  and  Disclosure."  This  statement  amends  SFAS  123,
"Accounting for Stock-Based Compensation," to provide for alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee  compensation. In addition, this statement amends the
disclosure  requirements  of  SFAS  123 to require prominent disclosures in both
annual  and  interim  financial  statements  about  the method of accounting for
stock-based  compensation and the effect of the method used on reported results.
The  disclosure  requirements  of  this  statement  are  effective for financial
statements  of  interim  or annual  periods  ending after December 15, 2002. The
provisions  of  this  recently issued  accounting  pronouncement  are  currently
being  assessed  by  management.

In  April  2003,  the  FASB  issued  SFAS No. 149, "Amendment of SFAS No. 133 on
Derivative  Instruments  and  Hedging  Activities"  ("SFAS  149"). The Statement


                                       33
<PAGE>
amends  and  clarifies  accounting for derivative instruments, including certain
derivative  instruments  embedded in other contracts, and for hedging activities
under  SFAS  133.  In  particular,  it  (1) clarifies under what circumstances a
contract with an initial net investment meets the characteristic of a derivative
as  discussed  in SFAS 133, (2) clarifies when a derivative contains a financing
component,  (3)  amends  the  definition  of  an underlying to conform it to the
language used in FASB Interpretation No. 45, Guarantor Accounting and Disclosure
Requirements  for  Guarantees,  Including Indirect Guarantees of Indebtedness of
Others  and  (4)  amends  certain  other  existing  pronouncements.  SFAS 149 is
effective  for contracts entered into or modified after June 30, 2003, except as
stated  below  and for hedging relationships designated after June 30, 2003. The
provisions  of  SFAS 149 that relate to SFAS 133 Implementation Issues that have
been  effective  for  fiscal  quarters that began prior to June 15, 2003, should
continue  to  be applied in accordance with their respective effective dates. In
addition,  certain  provisions  relating  to  forward  purchases  or  sales  of
when-issued  securities  or  other  securities  that do not yet exist, should be
applied  to  existing contracts as well as new contracts entered into after June
30,  2003.  SFAS 149 should be applied prospectively. SFAS 149 is required to be
adopted  by  the Company on July 1, 2003. The Company has not yet determined the
impact  of  SFAS  149  on  its  financial  statements

In  May  2003,  the  FASB  issued  SFAS  No.  150,  "Accounting  for  Certain
Financial  Instruments  with  Characteristics  of  both  Liabilities and Equity"
("SFAS 150"). SFAS 150 modifies the accounting for certain financial instruments
that,  under  previous  guidance,  issuers  could  account  for  as  equity. The
Statement  requires  that  those  instruments  be  classified  as liabilities in
statements  of  financial  position.

SFAS  150  affects  an  issuer's  accounting  for  three  types  of freestanding
financial  instruments,  namely:
     -    mandatory redeemable shares, which the issuing company is obligated to
          buy  back  in  exchange  for  cash  or  other  assets.
     -    Instruments, other than outstanding shares, that do or may require the
          issuer  to  buy  back some of its shares in exchange for cash or other
          assets.  These  instruments  include  put options and forward purchase
          contracts.
     -    obligations  that  can  be  settled with shares, the monetary value of
          which  is  fixed, tied solely or predominantly to a variable such as a
          market  index,  or  varies  inversely  with  the value of the issuers'
          shares.

SFAS  150  is  effective  for  financial  instruments  entered  into or modified
after  May  31,  2003,  and otherwise is effective at the beginning of the first
interim  period  beginning  after  June  15,  2003.  It  is to be implemented by
reporting  the  cumulative  effect  of  a  change in an accounting principle for
financial  instruments  created  before  the  issuance date of the Statement and
still  existing  at the beginning of the interim period of adoption. Restatement
is  not permitted. The Company is currently evaluating the impact of SFAS 150 on
its  results  of  operations  and  financial  position.

In  November  2002,  the  FASB  issued  FASB  Interpretation  No.  45 ("FIN45"),
"Guarantor's  Accounting  and  Disclosure Requirements for Guarantees, Including
Indirect  Guarantees  of  Indebtedness  of  Others."  FIN  45  elaborates on the
disclosures that must be made by a guarantor in its interim and annual financial
statements  about  its  obligations  under certain guarantees. It also clarifies
that  a  guarantor  is required to recognize, at the inception of a guarantee, a
liability  for  the  fair  value  of  the  obligation  undertaken in issuing the
guarantee.  The  disclosure  requirements  of FIN 45 are effective for financial
statements  of  interim or annual periods ending after December 15, 2002 and its


                                       34
<PAGE>
recognition  requirements are applicable for guarantees issued or modified after
December  31, 2002. Our management currently believes that the adoption of FIN45
will  not  have  a  material  impact  on  our  statements.

In  January  2003,  the  FASB  issued  FIN  46  -  "Consolidation  of  Variable
Interest  Entities"  ("FIN  46"). FIN 46 clarifies the application of Accounting
Research  Bulletin  No. 51 - Consolidated Financial Statements to those entities
defined  as  "Variable  Interest Entities" (more commonly referred to as special
purpose  entities)  in  which  equity  investors do not have the characteristics
of  "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  applies  immediately  to all
Variable  Interest  Entities  created  after  January  31,  2003  and  by  the
beginning  of  the  first  interim  or  annual reporting period commencing after
June  15, 2003 for Variable Interest  Entities  created  prior  to  February  1,
2003.  The  Company does not conduct  any  transactions through special purposes
entities  and  does not expect FIN  46  to  have  an  impact  on  its  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  4  to  the Consolidated Financial Statements
included  in  our  Registration  Statement  on  Form  10  filed  with  the  SEC.

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.

Mining  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 ratios over the mine life are deferred.
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, which is calculated
using  the  unit-of-production  method  based on estimated recoverable ounces of
proven  and  probable  gold  reserves,  is charged to operating costs as gold is
produced and sold, using a stripping ratio calculated as the ratio of total tons
to  be moved to total gold ounces to be recovered over the life of the mine, and
result  in the recognition of the costs of these mining activities over the life
of  the mine as gold is produced and sold. 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.


                                       35
<PAGE>
The  average  remaining  life  of  the  open-pit  mine  operations  where  we
capitalize  mining  costs  is  five years, which represents the time period over
which  the  capitalized  mining  balance  will be amortized. 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. Cash flows from our individual
mining operations are reviewed regularly, and at least annually, for the purpose
of assessing whether any write downs to the capitalized mining cost balances are
required.

The life-of-mine weighted average waste-to-ore ratio is calculated based on tons
mined  during  the  period and is calculated as the ratio of waste tons mined to
total  ore  tons  mined.  For  the  six-month  periods  ended  June 30, 2003 the
waste-to-ore  ratio  was  3.31  to  1.

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  is  based  on  proven and probable ore reserves. As
discussed  above,  our estimates of proven and probable ore reserves 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 (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  provision  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  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.


                                       36
<PAGE>
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
which  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  the  Florida  Canyon Mine 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
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 Mine operation, the current
leach  pad  operation  is  expected  to  deliver  materials  through  2006.

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.


                                       37
<PAGE>
The  most  critical  area  which could affect the leach pad process would be the
make  up  of  the  actual  ore  bearing  material.  For  example,  sulphide  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.

Currently,  there  is  an  estimated  61,800 ounces of gold in the broken ore on
leach  pad with a carrying value of $15,455,000 or $250 per ounce of gold.  Each
1% change in the estimated recovery rate is 618 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 $154,500.

HEDGING  ACTIVITIES

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 US$295 per ounce. Therefore, if the price of
gold  decreases to a level below US$295 per ounce, Standard Bank is obligated to
purchase  the  4,000  ounces  for US$295 per ounce. We also sold call options to
Standard  Bank.  Therefore,  if  the  price of gold increases to over US$345 per
ounce,  then  we  must  sell  4,000 ounces to Standard Bank, thereby leaving any
excess  of  the  US$345  ceiling  for  Standard Bank. We have engaged in hedging
activities  to minimize the effect of declines in metals prices on our operating
results.  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.

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 hedging
techniques  in  the  future.

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  stock.  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

     DUE  TO  OUR  CURRENT  CHALLENGES AT OUR MONTANA TUNNELS MINE, OUR  CURRENT
AND  FUTURE  CASH  POSITION  MAY  NOT  PROVIDE  US WITH SUFFICIENT LIQUIDITY  TO
SUSTAIN  OUR  OPERATIONS.

     At  June  30,  2003,  we had unrestricted cash and cash equivalents of less
than  $2.5  million, compared to cash of approximately $13.3 million at December
31, 2002. The decrease in cash during this six-month period is due in large part
to  our expenditure of approximately $9 million in April and May 2003 to address
the  pit  wall  problems  at  our  Montana  Tunnels  Mine.


                                       38
<PAGE>
     Approximately  $2.0  million  of our unrestricted cash at June 30, 2003 has
been  allocated to be spent pursuant to the terms and conditions of our Canadian
flow-through  financing.  In  addition,  the  pit  wall  problems at our Montana
Tunnels  Mine  will  require  funding of an additional $15 million over the next
year.    We  believe  our  cash  requirements  for 2003 will be funded through a
combination  of current cash, future cash flows from operations, loans and lines
of  credit,  and/or  future debt or equity security issuances.  As of August 28,
2003, we began an offering to raise additional money in each of the provinces in
Canada, except Quebec.  In the event that we raise funding from the issuance and
sale  of  equity  securities,  any such issuances of securities could dilute the
ownership  percentages  of  current investors, and any new securities could have
rights,  preferences  and  privileges superior to those of our common stock. 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 gold, silver, 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.  If our
plans  are  not  successful, operations and liquidity may be adversely affected.

     WE  MAY  NOT  BE  IN  COMPLIANCE WITH STANDARD BANKS REVOLVING LOAN LINE OF
CREDIT  COVENANTS.

     On June 25, 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 requirements in order
for  Standard  Bank  to  advance the maximum amount of the loan. As of August 7,
2003,  we  have  the  ability  to  borrow  approximately  US$2,500,000 under the
revolving loan. As of August 7, 2003 we have borrowed approximately US$1,000,000
from Standard Bank. Until the commitment under the line of credit expires or has
been  terminated,  we  have to meet certain covenants. As of August 28, 2003, we
will likely not be in compliance with our net worth and current ratio covenants,
and,  therefore,  we  could  subject  to  an  event  of  default.


     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 an merger of two separate companies, Nevoro
and  Pursuit,  in  June  2002,  and  to  date have only three 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 $703,238, $623,498, and $2,281,142 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 six months
ended  June 30,  2003 we had a loss of approximately $4,063,000 and for the year
ended  December  31,  2002,  we  had  a  loss  of  $4,780,000.

     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.


                                       39
<PAGE>
     WE  ARE CURRENTLY INVOLVED IN ONGOING LITIGATION WHICH MAY ADVERSELY AFFECT
US.

     We  are  engaged  in  litigation  from  time  to  time.  On May 29, 2003 we
defended  an  appeal  involving  a  mining  reclamation  bond  in  the amount of
US$16,936,130  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
have  required  us  to  find  replacement  bonding in a material amount.  If any
claims results in a judgment against us or are settled on unfavorable terms, our
results  of operations, financial  condition  and cash flows could be materially
adversely  affected.  See  Item  8  -  "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,  Chief Financial Officer, Treasurer and Controller; Richard F. Nanna,
our  Vice  President  of  Exploration;  David  K.  Young,  our Vice President of
Business  Development;  Donald  W. Vagstad, our Vice President, Legal, Secretary
and  General  Counsel; and Wade Bristol, Vice President, U.S. Operations.  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:


                                       40
<PAGE>
     -    confidence  in  the  global  monetary  system;

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

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

     -    interest  rates;  and

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

     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  declines  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 metal 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.

     The  following  table  sets  forth  the average daily closing prices of the
following  metals  for  1980,  1985,  1990,  1995, 1997 and each year thereafter
through  December  31,  2002.


                                       41
<PAGE>
<TABLE>
<CAPTION>
                    1980       1985       1990       1995      1997        1998       1999       2000      2001       2002
                 ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  --------
<S>              <C>        <C>         <C>       <C>        <C>        <C>        <C>        <C>        <C>        <C>

Gold (1)         US$612.56  US$317.26  US$383.46  US$384.16  US$331.10  US$294.16  US$278.77  US$279.03  US$271.00  US309.73
  (per ounces)

Silver (2)        US$20.63   US$6.14    US$4.82    US$5.19    US$4.90    US$5.53    US$5.25    US$5.00    US$4.39     US$4.60
  (per ounces)

Lead (3)          US$0.41    US$0.18    US$0.37    US$0.29    US$0.28    US$0.24    US$0.23    US$0.21    US$0.22     US$0.21
  (per lb.)

Zinc (4)          US$0.34    US$0.36    US$0.69    US$0.47    US$0.60    US$0.46    US$0.49    US$0.51    US$0.40     US$0.37
  (per lb.)
<FN>
--------------------------
(1)      London Final
(2)      Handy & Harman
(3)      London Metals Exchange -- Cash
(4)      London Metals Exchange -- Special High Grade - Cash
</TABLE>

     On  June  30, 2003, the closing prices for gold, silver, zinc and lead were
US$346  per  ounce, US$4.50 per ounce, US$783.50 per tonne and US$484 per tonne,
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
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.


                                       42
<PAGE>
     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 or
capital  costs  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,  including  hedging benefits, 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;

     -    unexpected  labor  shortages  or  strikes  and

     -    restrictions  or  regulations  imposed  by  government  agencies.

     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.


                                       43
<PAGE>
     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  which  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.

     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.


                                       44
<PAGE>
     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,  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 and Florida Canyon Mines which are low grade
mines.  If  operations  at  either  of  these  mines or at any of our processing
facilities are reduced, interrupted or curtailed, our ability to generate future
revenues  and  profits  could  be  materially  adversely  affected.

     POSSIBLE  HEDGING  ACTIVITIES  COULD  EXPOSE  US  TO  LOSSES.

     We recently 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.  In the future, we may enter into additional hedging contracts
which  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 "Item 2 - 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.
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:


                                       45
<PAGE>
     -    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 for publicly-funded
cleanup,  which  reduces  our  exposure  to  financial  liability.  We  are
participating  with  the  Montana  Department  of  Environmental  Quality  under
Voluntary  Cleanup Plans on those sites.  Our cleanup responsibilities have been
substantially  completed  at the Corbin Flats CERCLA Facility and at the Gregory
Mine  site,  both located in Jefferson County, Montana, under programs involving
cooperative  efforts  with  the Montana Department of Environmental Quality. The
Corbin  Flats  CERCLA  Facility  was  the  Montana  Department  of Environmental
Quality's  number one priority site in Jefferson County.  The Montana Department
of  Environmental  Quality  has  reimbursed us for more than half of our cleanup
costs  at  the  Corbin  Flats  CERCLA  Facility  under  two Montana State public
environmental cleanup funding programs.  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.


                                       46
<PAGE>
     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  products  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
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.


                                       47
<PAGE>
     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.

     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

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


                                       48
<PAGE>
     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 which 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.

     OUR  INTERNATIONAL  OPERATIONS  ARE  SUBJECT  TO  INHERENT  RISKS.

     Prior  to the Plan of Arrangement, we conducted a portion of our operations
outside  of  the United States. Pursuit had interests in two mineral exploration
properties  located in the Republic of Indonesia.  However, due to the political
uncertainty and the economic climate of Indonesia, Pursuit placed its Indonesian
properties  on  a care and maintenance basis in 1999. Pursuit subsequently wrote
off  the  value  of such properties and no exploration is currently planned with
respect  thereto.  Efforts to joint venture such properties were also terminated
due  to  the general lack of exploration interest in Indonesia. We are currently
attempting  to  recover  the  balance  of  security deposits paid to acquire our
interests in the Indonesian properties in the amount of approximately US$200,000
and  bank guarantees aggregating approximately US$37,960 of which US$100,000 was
recovered in 2002.  Despite making all reasonable efforts, there is no guarantee
that  the  balance  of  such  security  deposits  or any portion thereof will be
recovered.

     In addition, Pursuit had interests in a project in the Philippines known as
the Hinoba-an property. Since 1999, we had been actively seeking a sale or joint
venture  of  our Philippines property.  The ultimate recovery from the Hinoba-an
property  was dependent on the price of copper which has been at low levels.  In
December  of  2001, we executed an agreement with Hinoba Holdings Limited ("HL")
whereby  we  granted HL the option to acquire all of our rights to the Hinoba-an
copper  project.  Under  the  terms of the agreement, Apollo was to receive 7.5%
of  HL's  treasury  shares as consideration for the option, and HL was to assume
all  operating  expenses  relating  to  the  Hinoba-an  project  in  addition to
receiving full operating control of the project.  In the event that HL exercised
the  option  to  acquire  all  of  our interest in the project, HL was to pay us
additional  consideration  of  US$5,000,000  within 18 months of having achieved
commercial  production.  In  2002,  HL  defaulted  on  this  agreement.


                                       49
<PAGE>
     We have discontinued pursuing our interests, if any, in the Philippines and
Indonesia.  We  are no longer financing our subsidiaries that own the underlying
title  to  the  properties.

     We  may  conduct  mining  operations  in  Canada  and  we  currently  have
exploration  projects in Canada.  We anticipate that we will conduct significant
international  operations  in  other  nations in the future.  Because we conduct
operations  internationally,  we  are  subject  to political, economic and other
risks  such  as:

     -    legislative  or  other governmental requirements concerning the mining
          industry;

     -    the  effects  of  local  political  and  economic  developments;

     -    exchange  controls;

     -    currency  fluctuations;  and

     -    taxation  and  laws  or  policies  of foreign countries and the United
          States  affecting  trade,  investment  and  taxation.

     Consequently,  our  exploration,  development  and  production  activities
outside of the United States may be substantially affected by factors beyond our
control,  any  of which could materially adversely affect our financial position
or  results  of  operations.

SPECIAL  NOTE  ON  FORWARD-LOOKING  STATEMENTS

     This  registration  statement  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
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;


                                       50
<PAGE>
     -    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 periodic filing. 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.  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,  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 five years, the average annual market price
has  fluctuated  between  $271  per  ounce  and  $331  per  ounce.

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 June 30, 2003, the fair
value of the contracts is a loss of $1,604,000 (December 31, 2002 - $3,573,000).

     Interest  Rate  Risk

At  June  30,  2003,  we had borrowed US$1 million under our line of credit with
Standard  Bank.  Each  loan  under the line of credit bears 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%.

     Foreign  Currency

While  the  Company does currently conduct 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  4.  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,


                                       51
<PAGE>
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  II  --  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

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

The  parties  negotiated  a form  of final judgment  implementing  an August 10,
1999,  summary  judgment order, an August 14,   2000,   reconsideration   denial
order,   and  a  February  15,  2002,  area-disturbed  stipulation,  which
included  a  statement  that  final judgment was entered  "at  the  request  and
consent  of  all parties." The form of judgment omitted  any  reservation of any
right  to  appeal by any party. The Court entered final  judgment  in  the  form
requested  by  the  parties  on  March  8,  2002.

Notwithstanding  that  the  final  judgment  was  entered  "at  the  request and
consent  of all parties," on April 5, 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.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS.

Not  applicable.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

Not  applicable.

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

At the Company's annual and special meeting (the "Meeting") of shareholders held
on  May  21,  2003,  the  following  items  of  business  were voted upon by the
shareholders:

1.   to  elect  directors  of the Company; the directors and the votes cast for,
     against  or withheld are as follows: 21,682,176, 0 and 21,207 respectively.


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2.   to  appoint  auditors  and  to  authorize  the  directors  to  fix  their
     remuneration;  the  votes  cast  for,  against  or withheld are as follows:
     20,301,026,  0  and  5,859  respectively.

3.   to consider a special resolution (the "Continuance Resolution") authorizing
     the  Company  to  apply for a Certificate of Continuance under the Business
     Corporations  Act (Yukon) (the "YBCA") thereby continuing the Company as if
     it  had  been  incorporated  under the YBCA; the votes cast for, against or
     withheld  are  as  follows:  15,707,961,  101,871  and  0,  respectively.

4.   to consider and, if deemed advisable, confirm an amendment to the By-Law of
     the  Company  (the  "By-law  Resolution"),  being  a  by-law  governing the
     business  and  affairs  of the Company generally, which by-law by its terms
     repeals  all  previous  by-laws  governing  the business and affairs of the
     Company  generally and all governing by-laws of the Company; the votes cast
     for,  against  or  withheld  are  as  follows:  15,803,124,  4,918  and  0,
     respectively.

5.   to  consider and, if thought appropriate, pass a resolution with or without
     variation,  (the  "Private Placement Resolution"), authorizing the board of
     directors  of  the  Company  to enter into additional private placements of
     securities  of  the Company during the 12 month period ending May 21, 2004;
     the  votes  cast  for,  against  or  withheld  are  as follows: 14,608,540,
     1,052,589  and  0,  respectively.

6.   to  consider and, if thought appropriate, pass a resolution with or without
     variation,  (the "Stock Option Plan Resolution"), authorizing the amendment
     of the Company's existing incentive stock option plan (the "Incentive Stock
     Option  Plan")  to  authorize the issuance of up to 4,805,904 common shares
     upon  the  exercise  of options granted under the plan and to conform it to
     certain  United States tax and securities laws; the votes cast for, against
     or  withheld  are  as  follows:  14,685,124,  980,344  and 0, respectively.

ITEM  5.  OTHER  INFORMATION.

Not  applicable.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

Exhibit  No.                          Title  of  Exhibit

(a)  Exhibits:

31.1  -  Certification of Chief Executive Officer pursuant to Section 302 of the
         Sarbanes-Oxley  Act
31.2  -  Certification of Chief Financial Officer pursuant to Section 302 of the
         Sarbanes-Oxley  Act
32.1  -  Certification of Chief Executive Officer pursuant to Section 906 of the
         Sarbanes-Oxley  Act
32.2  -  Certification of Chief Financial Officer pursuant to Section 906 of the
         Sarbanes-Oxley  Act
99.1  -  Apollo Gold Inc. Financial Statements

(b)  Reports  filed  on  Form  8-K  during  the  quarter  ended  June  30, 2003:

Not  applicable.


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SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf  by the undersigned thereunto duly
authorized.


APOLLO  GOLD  CORPORATION

Date:  September  8,  2003              /s/  R.  David  Russell
                                        -----------------------
                                        R.  David  Russell, President  and
                                        Chief  Executive  Officer

Date:  September  8,  2003              /s/  R.  Llee  Chapman
                                        ----------------------
                                        R.  Llee  Chapman,
                                        Chief  Financial  Officer


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