Exhibit 4.5

                          REGISTRATION RIGHTS AGREEMENT



     This  Registration  Rights  Agreement  (this  "AGREEMENT")  is  made  as of
September  13,  2002,  between  Apollo  Gold Corporation (the "COMPANY") and BMO
Nesbitt  Burns  Inc. ("BMO"), acting on behalf of and for the benefit of each of
the  Holders.  Certain  capitalized  terms  used  in  this  Agreement  without
definition shall have the meanings given them in Section 8 hereof.


                                    PREAMBLE

     A.     The  Holders  are acquiring 4,963,000 special warrants (the "SPECIAL
WARRANTS")  at  the  price  of  Cdn$2.20 per Special Warrant for aggregate gross
proceeds  of  Cdn$10,918,600  pursuant  to  the  Special  Warrant  Subscription
Agreements  executed  by  Canadian  purchasers  and the Special Warrant Purchase
Agreements  executed  by  United  States purchasers (collectively, the "PURCHASE
AGREEMENTS"),  dated  as of the date hereof, between the Company and each of the
Holders.  Each  Special  Warrant  is  exercisable  into  one common share of the
Company  (the  "COMMON STOCK") for no additional consideration by the Holders at
any  time on or before 5:00 p.m. (Toronto time) on the earlier of: (i) the fifth
business day after a receipt is issued by the last of the securities commissions
or  similar  regulatory  authorities  in  each  of the offering jurisdictions in
Canada  within  which Canadian purchasers of Special Warrants are resident for a
(final)  short form prospectus qualifying the issue of Common Stock to be issued
upon  the  exercise  of  the  Special  Warrants; and (ii) the first Business Day
following the date which is four months after the Closing Date.

     B.     In  connection  with  the purchase and sale of the Special Warrants,
the  Company  and BMO, for the benefit of the Holders, desire to enter into this
Agreement  in order to set forth the rights of the Holders to register shares of
the  Company's Common Stock issued or issuable to them and certain other matters
as  set  forth  herein.

     NOW, THEREFORE, in consideration of the mutual agreements set forth herein,
the  Company  and  BMO,  acting on behalf of and for the benefit of the Holders,
hereby  agree  as  follows:

     1.   Demand  Registration
          --------------------

          1.1     Notice  of  Registration.  At  any  time during the period (a)
                  ------------------------
     beginning  on  the  date  the  Common  Stock  is  listed  on (i) a National
     Securities  Exchange  or  (ii)  Nasdaq,  and  (b)  ending  on  the  second
     anniversary  of  the Closing Date, Holders representing at least 30% of the
     shares  of  Common  Stock underlying the Special Warrants or BMO for and on
     behalf  of  the  Holders  may demand that a registration statement be filed
     with  the Commission within 60 days after the date on which the Company has
     received  such request. Subject to the terms and conditions set forth below
     in  this  Section  1  and  Section  3,  upon the Company's receipt from the
     requisite  Holders  or  BMO  of a written request that the Company effect a
     registration  under  the  Securities  Act  with  respect  to  its


<PAGE>
     Registrable  Securities,  the  Company  will, as expeditiously as possible,
     notify  the Holders and BMO in writing of such request and use its diligent
     best  efforts  to  effect  all  such  registrations  (including,  without
     limitation,  the  execution  of  an  undertaking  to  file  post-effective
     amendments  and appropriate qualifications and approvals under the laws and
     regulations  of  any  applicable  governmental  agencies  and  authorities,
     including  applicable  blue  sky  or  other  state securities laws that are
     applicable  to  the  Company) as may be so requested and as would permit or
     facilitate  the  sale  and  distribution  of  all  or  such  portion of the
     Registrable Securities as are specified in such request, provided, (a) that
                                                              --------
     before  filing  any  such  registration  statement  or  any  amendments  or
     supplements  thereto,  the  Company  will  (i)  furnish  to  the Holders of
     Registrable  Securities  which  are to be included in such registration and
     BMO copies of all such documents proposed to be filed, which documents will
     be  subject  to  the review of the Holders and their counsel, and (ii) give
     the  Holders  of Registrable Securities to be included in such registration
     statement,  BMO  and  their  representatives  the  opportunity to conduct a
     reasonable  investigation of the records and business of the Company and to
     participate  in  the  preparation of any such registration statement or any
     amendments  or  supplements  thereto;  and  (b)  the  Company  shall not be
     obligated  to  take any action to effect such registration pursuant to this
     Section  1.1 after the Company has effected two such registrations pursuant
     to  this  Section  1.1  at  the request of the Holders; provided, that such
                                                             --------
     registration  has been declared or ordered effective by the Commission and,
     if  the method of distribution is a registered public offering involving an
     underwritten  offering,  all such shares registered thereby shall have been
     sold  pursuant  thereto.

          1.2     Registration  Statement.  Subject to Section 1.1 above and the
                  -----------------------
     other  terms  and  conditions  contained  herein,  the Company shall file a
     registration  statement covering the Registrable Securities so requested to
     be  registered  as soon as practical, but in any event within 60 days after
     receipt of the request of the Holders or BMO; provided, that if the Company
                                                   --------
     shall  furnish to the Holders and BMO a certificate signed by the President
     of the Company stating that in the good faith judgment and upon the consent
     of  a majority of the Board of Directors it would require the disclosure of
     material  non-public information about the Company, the disclosure of which
     could  be  seriously  detrimental to the business or financial condition of
     the Company or to negotiations in which it is engaged for such registration
     statement  to  be  filed at the date filing would be required under Section
     1.1  and it is therefore desirable to defer the filing of such registration
     statement,  in which case the Company shall have a single additional period
     of  not more than 60 days within which to file such registration statement.

          1.3     Registered  Public Offering Involving an Underwriting.  If the
                  -----------------------------------------------------
     Holders  or  BMO intend to distribute the Registrable Securities covered by
     their  request under Section 1.1 by means of an underwriting, they shall so
     advise the Company as a part of their request made pursuant to Section 1.1.
     In  such  event,  the  Holders  shall  negotiate  in  good  faith  with  an
     underwriter or underwriters selected by the Holders or BMO acting on behalf
     of  and  for  the benefit of the Holders with regard to the underwriting of
     such  requested  registration. The Company shall (together with all Holders
     proposing  to  distribute their securities through such underwriting) enter
     into  an  underwriting  agreement in customary form with the underwriter or
     underwriters  selected  pursuant  to  this Section 1.3. Notwithstanding any
     other  provision  of  this  Section  1.3,  if  the


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     underwriter  determines  that marketing factors require a limitation on the
     number  of  shares  to be underwritten, the underwriter may (subject to the
     allocation  priority  set  forth  below)  limit  the  number of Registrable
     Securities to be included in the registration and underwriting. The Company
     shall so advise BMO and all Holders, and the number of shares of securities
     that are entitled to be included in the registration and underwriting shall
     be  allocated among all Holders, and any reduction among such Holders shall
     be  pro  rata  among  all such persons and, for purposes of making any such
     reduction,  each  Holder  which  is  a  partnership,  together  with  the
     affiliates,  partners, employees, retired partners and retired employees of
     such  Holder,  the  estates  and  family  members  of  any  such  partners,
     employees, retired partners and retired employees and of their spouses, and
     any  trusts for the benefit of any of the foregoing persons shall be deemed
     to  be  a  single "person," and any pro rata reduction with respect to such
     "person" shall be based upon the aggregate number of Registrable Securities
     owned by all entities and individuals included as such "person", as defined
     in  this  sentence  (and the aggregate number so allocated to such "person"
     shall  be  allocated  among  the  entities and individuals included in such
     "person"  in  such  manner  as  such  Holder  may reasonably determine). To
     facilitate  the  allocation  of  shares  in  accordance  with  the  above
     provisions,  the underwriter or underwriters may round the number of shares
     allocated  to  the Holders to the nearest one hundred shares. If any Holder
     of  Registrable Securities disapproves of the terms of the underwriting, it
     may  elect  to  withdraw  therefrom  by  written notice to the Company, the
     underwriter and the other Holders. In the event of any such withdrawal, the
     Company  will  include  in  any  such  registration  in  lieu  thereof  any
     additional  shares  of  Registrable  Securities  which were requested to be
     included  by  a  Holder  and  which  were  excluded  pursuant  to  the
     above-described  underwriter  limitation  up  to  the  maximum  set by such
     underwriter.

     2.     Expenses  of  Registration.  The  Company  will  bear all reasonable
            --------------------------
expenses  incurred  in  connection  with  registrations  pursuant  to Section 1,
including  without  limitation  all registration, filing and qualification fees,
printing  expenses,  fees  and  disbursements  of  counsel  for  the Company and
expenses  of any special audits of the Company's financial statements incidental
to  or  required  by  such  registration,  fees  of  the National Association of
Securities  Dealers,  Inc.,  transfer  taxes,  fees  of  transfer  agents  and
registrars'  fees, but the Company will not pay underwriters' fees, discounts or
commissions  relating  to  the  Registrable  Securities.

     3.     Registration  Procedures.   If  and whenever the Company is required
            ------------------------
by  the  provisions  of  Section  1  to  use  its  best  efforts  to  effect the
registration of any Registrable Securities under the Securities Act, the Company
will,  as  expeditiously  as  possible:

          (a)     furnish  to  a single representative of the Holders, who shall
     initially  be  BMO  or  such  other  person  or  entity  as  the Company is
     instructed  by BMO acting on behalf of and for the benefit of a majority of
     the  Holders,  or  directly  by  a  majority of the Holders in writing (the
     "REPRESENTATIVE")  and  to  each managing underwriter, if any, a reasonable
     time  in  advance  of  their  filing  with  the Commission any registration
     statement,  amendment  or  supplement  thereto,  and any prospectus used in
     connection  therewith, and the Representative shall have the opportunity to
     object  to  any  information  pertaining to it, the Holders and its plan of
     distribution  that  is  contained  therein  and  the  Company will make the
     corrections  reasonably  required  by  such  Representative or


                                      -3-
<PAGE>
     Holder  with  respect  to  such  information  prior  to  filing  any  such
     registration  statement  or  any  amendment  or  supplement thereto, and if
     requested  in  writing by the Representative, and furnish a copy of any and
     all  transmittal letters or other correspondence with the Commission or any
     other  governmental  agency  or  self-regulatory  body or other body having
     jurisdiction  (including  any  domestic  or  foreign  securities  exchange)
     relating  to  such  offering;

          (b)     prepare  and file with the Commission a registration statement
     (which  shall  be  on  a registration statement form which is sufficient to
     permit  the  sale or other disposition of any or all shares of Common Stock
     to  be  included  therein in accordance with the intended method of sale or
     other  distribution  stated  by the initiating Holders, including a "shelf"
     registration  statement  under  Rule  415  under  the Securities Act or any
     successor  provision)  with  respect  to  such  securities and use its best
     efforts to cause such registration statement to become effective as soon as
     practicable  and  to  remain  effective  for the period of the distribution
     contemplated  thereby  (determined  as  hereinafter  provided);

          (c)     furnish  to  each seller of Registrable Securities, BMO and to
     each  underwriter,  if  any  such  number  of  copies  of  the registration
     statements,  each  amendment  and  supplement thereto (and, if requested in
     writing,  all  exhibits  thereto  and  documents  incorporated by reference
     therein)  and  the  prospectus included therein (including each preliminary
     prospectus  and  prospectus)  and any other prospectus filed under Rule 424
     promulgated under the Securities Act relating to the Registrable Securities
     and such other documents as such persons reasonably may request in order to
     facilitate  the  public  sale  or  other  disposition  of  the  Registrable
     Securities  covered  by  such  registration  statement;

          (d)     after  the filing of the registration statement, on the day of
     receipt  of knowledge thereof notify each seller of Registrable Securities,
     BMO  and each managing underwriter, if any, of any stop order issued or, to
     the knowledge of the Company, threatened to be issued by the Commission and
     promptly take all reasonably necessary actions to prevent the entry of such
     stop  order  or  to  remove  it  if  entered;

          (e)     use  its  commercially  reasonable best efforts to register or
     qualify  the  Registrable Securities covered by such registration statement
     under  the  securities  or  "blue  sky" laws of any state as the sellers of
     Registrable Securities, or, in the case of an underwritten public offering,
     the  managing underwriter or underwriters reasonably shall request, and use
     its  commercially  reasonable  best  efforts  to  obtain  all  appropriate
     registrations,  permits  and consents required in connection therewith, and
     to  keep such registrations, qualifications, permits and consents in effect
     for  so  long  as such registration statement remains in effect and to take
     any  other  action  which may be reasonably necessary to enable a seller of
     Registrable  Securities to consummate the disposition in such jurisdictions
     of  such  securities; provided, however, that the Company shall not for any
     such  purpose  be  required  to qualify generally to transact business as a
     foreign  corporation in any jurisdiction where it is not so qualified or to
     consent to general service of process in any such jurisdiction;


                                      -4-
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          (f)     use  its  commercially  reasonable  best  efforts  to list the
     Registrable  Securities covered by such registration statement with (i) any
     National  Securities  Exchange or (ii) Nasdaq, as may be the case, on which
     the  Common  Stock  of  the  Company  is  then  listed;

          (g)     furnish,  in a timely fashion, unlegended certificates (to the
     extent  permitted  by  the  securities  laws) representing ownership of the
     Registrable  Securities  being  sold  in  such  denominations  as  shall be
     requested  by  the Representative, the sellers of Registrable Securities or
     the  managing  underwriter  or  underwriters,  if  any;

          (h)     on  the  day of receipt of knowledge thereof, inform BMO, each
     seller  of  Registrable  Securities  and  the  managing  underwriter  or
     underwriters,  if any, (i) of the date on which a registration statement or
     any  post-effective  amendment thereto has been filed and when the same has
     become  effective  and,  if  applicable,  of the date of filing a Rule 430A
     prospectus,  or (ii) of the receipt by the Company of any notification with
     respect  to  the  suspension  of  the  qualification  of  any  Registrable
     Securities for sale under the applicable securities or blue sky laws of any
     jurisdiction  and as soon as practicable after receipt of knowledge thereof
     inform each seller and the managing underwriter or underwriters, if any, of
     any  written  comments  from  the  Commission  with  respect  to any filing
     referred  to  in  clause  (i)  and  of  any  request by the Commission, any
     securities  exchange, government agency, self-regulatory body or other body
     having  jurisdiction for any amendment of or supplement to any registration
     statement  or  preliminary prospectus or prospectus included therein or any
     offering  memorandum  or other offering document relating to such offering;

          (i)     on  the  day  of  receipt  of  knowledge  thereof  notify  the
     Representative, BMO and each underwriter under such registration statement,
     at  any  time  when  a prospectus relating thereto is required by law to be
     delivered  in  connection  with  sales  by an underwriter or dealer, of the
     occurrence  of  an  event  requiring  the  preparation  of  a supplement or
     amendment  to  such  prospectus  so  that,  as  thereafter delivered to the
     purchasers  of such Registrable Securities such prospectus will not contain
     an  untrue  statement of a material fact or omit to state any material fact
     required  to be stated therein or necessary to make the statements therein,
     in  the  light  of  the  circumstances  under  which  they  were  made, not
     misleading, and as promptly as practicable make available to each seller of
     Registrable  Securities  and to each managing underwriter, if any, any such
     supplement  or  amendment. In the event the Company shall give such notice,
     the  Company  shall  extend  the  period  during  which  such  registration
     statement  shall be maintained effective as provided in Section 3(b) hereof
     by  the number of days during the period from and including the date of the
     giving  of such notice to the date when the Company shall make available to
     such  sellers  such  supplemented  or  amended  prospectus;

          (j)     upon  written  request,  make available for inspection by each
     seller  of  Registrable  Securities,  any  underwriter participating in any
     distribution  pursuant  to  such  registration statement, and any attorney,
     accountant or other agent retained by such seller or underwriter, financial
     and  other  records,  pertinent  corporate  documents and properties of the
     Company,  and  cause  the  Company's  officers,  directors and employees to


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<PAGE>
     supply  information  reasonably  requested  by  such  seller,  underwriter,
     attorney,  accountant  or  agent  in  connection  with  such  registration
     statement;

          (k)     enter  into  customary  agreements  (including an underwriting
     agreement  in customary form) and take such other actions as are reasonably
     required  in  order  to expedite or facilitate the sale of such securities,
     including  having  one  of its senior executives appear at no more than two
     "roadshow"  meetings  to  be  held  in  New  York  City;

          (l)     provide  a  transfer  agent and registrar, and a CUSIP number,
     for  all  Registrable Securities covered by such registration statement not
     later than the effective date of such registration statement; and

          (m)      provide  signed  counterparts,  addressed  to  BMO,  the
     underwriter  or  underwriters, if any, and to each Holder, of an opinion of
     the  Company's  counsel  and  a  "cold  comfort"  letter  of  the Company's
     independent  certified  public  accountants  with  respect  to  the matters
     customarily  covered  in  such  documents  delivered  to  underwriters  in
     underwritten  public  offerings.

     In  connection with each registration hereunder, the sellers of Registrable
Securities  will furnish to the Company in writing such information with respect
to  themselves  and  the  proposed  distribution  by them as reasonably shall be
necessary  in  order  to  assure  compliance  with  federal and applicable state
securities  laws.

     In  connection  with  each  registration  pursuant to Section 1 covering an
underwritten public offering, the Company and each Holder agrees to enter into a
written  agreement  with  the managing underwriter selected in the manner herein
provided  in  such  form  and containing such provisions as are customary in the
securities  business  for  such  an  arrangement  between  such  underwriter and
companies  of  the  Company's  size  and  investment  stature.

     For  purposes  of  Section  3(b)  hereof,  the  period  of  distribution of
Registrable  Securities  in a firm commitment underwritten public offering shall
be  deemed to extend until the earlier of the sale of all Registrable Securities
covered  thereby  or  twelve  months  after  the effective date thereof, and the
period of distribution of Registrable Securities in any other registration shall
be  deemed to extend until the earlier of the sale of all Registrable Securities
covered  thereby  or  nine  months  after  the  effective  date  thereof.

     4.   Indemnification.
          ---------------

          4.1     Indemnity  by  the  Company.  If  the  Company  registers  any
                  ---------------------------
     Registrable  Securities  held by a Holder under the Securities Act pursuant
     to Section 1, the Company will indemnify and hold harmless BMO, the Holder,
     and  each  other  person,  if  any,  who  controls  the  Holder,  and  each
     underwriter,  if  any,  and each person who controls any underwriter within
     the  meaning  of  Section  15  of  the  Securities Act, against any losses,
     claims, damages or liabilities, joint or several, to which BMO, the Holder,
     the  underwriter,  if  any,  or such controlling persons may become subject
     under  the  Securities  Act  or  otherwise, insofar as such losses, claims,
     damages  or liabilities (or actions in respect thereof) arise out of or are
     based  upon  any  untrue  statement  or  alleged  untrue


                                      -6-
<PAGE>
     statement  of  any  material  fact  contained in any registration statement
     under  which  such  Registrable  Securities  were  registered  under  the
     Securities  Act,  any  preliminary prospectus or final prospectus contained
     therein,  or  any  amendment  or supplement thereof, or arise out of or are
     based  upon  the  omission  or alleged omission to state therein a material
     fact  required  to  be  stated  therein or necessary to make the statements
     therein  not  misleading,  or  any  violation by the Company of any rule or
     regulation promulgated under the Securities Act or any state securities law
     applicable  to  the  Company and relating to action or inaction required of
     the  Company  in  connection with any such registration, and will reimburse
     BMO,  the  Holder and the underwriter, their respective officers, directors
     and  partners,  and each person controlling the Holder and the underwriter,
     for any reasonable legal and any other expenses incurred in connection with
     investigating,  defending  or  settling  any  such  claim,  loss,  damage,
     liability  or  action,  provided that the Company will not be liable in any
     such  case  to  the  extent  that any such claim, loss, damage or liability
     arises  out  of  or is based on any untrue statement or omission based upon
     written  information  furnished  to  the  Company by BMO, the Holder or the
     underwriter  specifically  for  use  therein.

          4.2     Indemnity  by  the  Holder.  Each  Holder will, if Registrable
                  --------------------------
     Securities held by or issuable to the Holder are included in the securities
     as  to  which  such  registration  is  being  effected,  indemnify and hold
     harmless  the  Company,  each  of its directors, each officer who signs the
     registration  statement,  each  underwriter,  if  any,  of  the  Company's
     securities  covered  by  such  a  registration  statement,  each person who
     controls  the  Company  and  each  underwriter  within  the  meaning of the
     Securities  Act,  against  all  claims,  losses,  expenses,  damages  and
     liabilities  (or actions in respect thereof) arising out of or based on any
     untrue statement (or alleged untrue statement) of a material fact contained
     in  any such registration statement, prospectus, offering circular or other
     document  made  in  writing  by  the  Holder,  or  any omission (or alleged
     omission)  by  the  Holder  to state therein a material fact required to be
     stated  therein or necessary to make the statements therein not misleading,
     and will reimburse the Company, such directors, officers, partners, persons
     or  underwriters for any reasonable legal or any other expenses incurred by
     them  in  connection  with  investigating,  defending  or settling any such
     claim,  loss,  damage, liability or action, in each case to the extent, but
     only  to  the  extent,  that  such  untrue  statement  (or  alleged  untrue
     statement)  or  omission (or alleged omission) is made in such registration
     statement, prospectus, offering circular or other document in reliance upon
     and  in conformity with written information furnished to the Company by the
     Holder  specifically  for  use therein; provided, that the total amount for
                                             --------
     which  the  Holder,  its  officers,  directors and partners, and any person
     controlling the Holder, shall be liable under this Section 4.2 shall not in
     any  event  exceed  the  proceeds  (net  of  underwriting  discounts  and
     commissions) received by the Holder from the sale of Registrable Securities
     sold  by  the  Holder  in  such  registration.

          4.3     Notice  by  the  Indemnified  Party.  Each  party  entitled to
                  -----------------------------------
     indemnification  under  this Section 4 (the "INDEMNIFIED PARTY") shall give
     notice  to the party required to provide indemnification (the "INDEMNIFYING
     PARTY")  promptly  after such Indemnified Party has actual knowledge of any
     claims  as  to  which  indemnity  may  be  sought,  and  shall  permit  the
     Indemnifying  Party  to  assume  the  defense  of  any  such  claim  or any
     litigation  resulting therefrom, provided that counsel for the Indemnifying
     Party,  who shall conduct


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<PAGE>
     the  defense  of  such  claim  or  litigation,  shall  be  approved  by the
     Indemnified  Party (whose approval shall not be unreasonably withheld), and
     the  Indemnified  Party  may  participate  in  such defense at such party's
     expense,  and provided further that the failure of any Indemnified Party to
     give  notice as provided herein shall not relieve the Indemnifying Party of
     its obligations hereunder, unless such failure resulted in actual detriment
     to  the  Indemnifying  Party.  Each  Indemnified  Party  shall furnish such
     information  regarding  itself  or the claim in question as an Indemnifying
     Party  may  reasonably  request  and  as  shall  be  reasonably required in
     connection  with  defense of such claim and litigation resulting therefrom.
     An  Indemnified  Party shall have the right to retain its own counsel, with
     the  fees  and  expenses  to  be  paid  by  the  Indemnifying  Party,  if
     representation  of  such  Indemnified  Party by the counsel retained by the
     Indemnifying  Party  would  be  inappropriate  due  to  actual or potential
     differing  interests  between  such  Indemnified  Party and any other party
     represented  by  such counsel in such proceeding, provided that in no event
     shall  the  Indemnifying  Party be required to pay the fees and expenses of
     more  than  one  such  separate  counsel  for  all  Indemnified Parties. No
     Indemnifying  Party, in the defense of any such claim or litigation, shall,
     except  with the consent of each Indemnified Party, consent to entry of any
     judgment  or  enter  into  any  settlement  which  does  not  include as an
     unconditional  term thereof the giving by the claimant or plaintiff to such
     Indemnified  Party of a release from all liability in respect of such claim
     or  litigation.

          4.4     Contribution.  If  the  indemnification  provided  for in this
                  ------------
     Section  is  held by a court of competent jurisdiction to be unavailable to
     an  Indemnified Party with respect to any loss, liability, claim, damage or
     expense  referred  to  therein,  then  the  Indemnifying  Party, in lieu of
     indemnifying  such  Indemnified  Party  thereunder, shall contribute to the
     amount  paid or payable by such Indemnified Party as a result of such loss,
     liability, claim, damage or expense in such proportion as is appropriate to
     reflect the relative fault of the Indemnifying Party on the one hand and of
     the  Indemnified  Party on the other hand in connection with the statements
     or  omissions  which  resulted  in  such  loss, liability, claim, damage or
     expense  as  well  as  any  other  relevant  equitable  considerations. The
     relevant fault of the Indemnifying Party and the Indemnified Party shall be
     determined  by  reference  to,  among  other  things, whether the untrue or
     alleged  untrue  statement  of  a  material fact or the omission to state a
     material  fact relates to information supplied by the Indemnifying Party or
     by  the  Indemnified  Party  and  the  parties' relative intent, knowledge,
     access  to information and opportunity to correct or prevent such statement
     or  omission.  Notwithstanding  the  foregoing,  the amount that the Holder
     shall  be  obligated  to  contribute  pursuant to this Section 4.4 shall be
     limited to an amount equal to the proceeds to the Holder of the Registrable
     Securities  sold pursuant to the registration statement which gives rise to
     such  obligation  to  contribute  (less the aggregate amount of any damages
     which  the  Holder  has  otherwise  been required to pay in respect of such
     loss, claim, damage, liability or action or any substantially similar loss,
     claim,  damage,  liability  or  action  arising  from  the  sale  of  such
     Registrable  Securities).

          4.5     Survival  of  Indemnity.  The indemnification and contribution
                  -----------------------
     provided by this Section shall be a continuing right to indemnification and
     shall  survive  the  registration  and sale of any securities by any person
     entitled  to  indemnification  under  this  Agreement.


                                      -8-
<PAGE>
      5.  Holders'  Cooperation.
          ---------------------

          5.1     Information  Regarding  Holders.  Each  Holder  shall promptly
                  -------------------------------
     furnish  to  the  Company  such  information  regarding  the Holder and the
     distribution  proposed  by the Holder as the Company may request in writing
     and  as  shall  be required in connection with any registration referred to
     herein.

          5.2     Obligations  of  the  Holders.  The  Holders  will  not (until
                  -----------------------------
     further  notice  by  the  Company)  effect  sales  thereof  (or  deliver  a
     prospectus to any purchaser) after receipt of telegraphic or written notice
     from  the  Company  to  suspend  sales  to permit the Company to correct or
     update  a  registration  statement  or prospectus. At the end of the period
     during  which  the  Company is obligated to keep any registration statement
     filed  under Section 1 current and effective as required by applicable law,
     the Holders shall discontinue sales of shares pursuant to such registration
     statement  upon  receipt  of  notice  from  the Company of its intention to
     remove  from  registration  the shares of Registrable Securities covered by
     such  registration  statement  that  remain  unsold,  and the Holders shall
     notify  the  Company  of  the  number of such shares registered that remain
     unsold  immediately  upon  receipt  of  such  notice  from  the  Company.

     6.     Rule  144.  With  a  view  to  making  available  to the Holders the
            ---------
benefits of certain rules and regulations of the Commission which may permit the
sale  of the Restricted Securities to the public without registration, beginning
on  the date the Common Stock is listed on (i) a National Securities Exchange or
(ii)  Nasdaq,  the  Company  agrees  to:

          (a)  make  and  keep  public information available, as those terms are
     understood  and  defined  in  Rule  144;  and

          (b)  use  its  best  efforts  to  file with the Commission in a timely
     manner  all  reports  and other documents required of the Company under the
     Securities  Act  and  the  Exchange  Act.

     7.     Representations  and  Warranties  of  the  Company.  The  Company
            --------------------------------------------------
represents and warrants to the Holders as follows:

          7.1     The  execution,  delivery and performance of this Agreement by
     the Company have been duly authorized by all requisite corporate action and
     will  not  violate  any  provision  of law, any order of any court or other
     agency  of  government,  the  articles  of  incorporation  or bylaws of the
     Company or any provision of any indenture, agreement or other instrument to
     which it or any of its properties or assets is bound, conflict with, result
     in  a  breach of or constitute (with due notice or lapse of time or both) a
     default  under  any such indenture, agreement or other instrument or result
     in  the  creation  or  imposition of any lien, charge or encumbrance of any
     nature  whatsoever  upon  any  of  the properties or assets of the Company.

          7.2     This  Agreement  has  been  duly executed and delivered by the
     Company  and  constitutes  the  legal,  valid and binding obligation of the
     Company,  enforceable  in  accordance  with  its  terms,  subject  to  (i)
     applicable  bankruptcy,  insolvency,  reorganization, fraudulent conveyance
     and  moratorium  laws  and  other  laws  of  general


                                      -9-
<PAGE>
     application  affecting  enforcement of creditors' rights generally and (ii)
     the  availability  of equitable remedies as such remedies may be limited by
     equitable  principles  of  general  applicability  (regardless  of  whether
     enforcement is sought in a proceeding in equity or at law).

     8.   Definitions.  As  used  in this Agreement, the following terms shall
          -----------
have  the  following  meanings:

          a.   "AFFILIATE"  shall have the meaning given to it under Rule 405 of
               the  Securities  Act.

          b.   "BUSINESS  DAY"  means  a  day, other than Saturdays, Sundays and
               statutory  holidays,  when  the  banks conducting business in the
               City of Toronto are generally open for the transaction of banking
               business.

          c.   "CDN$"  shall  mean  dollars  in  the  lawful currency of Canada.

          d.   "CLOSING  DATE"  shall  mean  September  12,  2002  or such other
               date(s) as may be agreed upon by BMO, Yorkton Securities Inc. and
               the  Company.

          e.   "COMMISSION"  shall  mean  the  U.S.  Securities  and  Exchange
               Commission, or any other federal agency at the time administering
               the  Securities  Act.

          f.   "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
               amended,  or  any similar United States statute and the rules and
               regulations thereunder, all as the same shall be in effect at the
               time.

          g.   "HOLDER"  or  "HOLDERS"  shall mean each of the U.S. Investors or
               Canadian  Subscribers  (as defined in the Purchase Agreements) or
               an individual U.S. Investor or Canadian Subscriber (as defined in
               the Purchase Agreements), as the case may be, and, if applicable,
               any  other  person  who  holds  Restricted  Securities.

          h.   "NASDAQ"  shall  mean  The  Nasdaq  Stock  Market,  Inc.

          i.   "NATIONAL  SECURITIES  EXCHANGE" shall mean a securities exchange
               registered  as  a national securities exchange under the Exchange
               Act.

          j.   "REGISTER,"  "REGISTERED"  and  "REGISTRATION"  shall  refer to a
               registration  effected  by  preparing  and  filing a registration
               statement  in  compliance  with  the  Securities  Act,  and  the
               declaration or ordering of the effectiveness of such registration
               statement,  and  compliance with applicable state securities laws
               of  such  states  in which the Holder notifies the Company of its
               intention  to  offer  Registrable  Securities.

          k.   "REGISTRABLE  SECURITIES"  shall  mean any shares of Common Stock
               issuable  or  issued  upon  due exercise of the Special Warrants;
               provided,  however,  that  Registrable  Securities  shall only be
               treated  as  Registrable


                                      -10-
<PAGE>
               Securities  if  and so long as, they have not been (A) sold to or
               through  a  broker  or  dealer  or underwriter in a United States
               public  distribution  or  a  United  States  public  securities
               transaction  or  (B)  sold  in  a  transaction  exempt  from  the
               registration  and  prospectus  delivery  requirements  of  the
               Securities  Act  so  that  all  U.S.  transfer  restrictions  and
               restrictive  legends  with  respect  thereto are removed upon the
               consummation  of  such  sale.

          l.   "RESTRICTED  SECURITIES"  shall mean the Special Warrants and any
               shares  of Common Stock issuable upon due exercise of the Special
               Warrants  only  to  the extent the same have not been sold to the
               public  in  the  United  States.  As to any particular Restricted
               Securities,  such  securities  shall  cease  to  be  Restricted
               Securities  when (i) a registration statement with respect to the
               sale  of  such  securities  shall have become effective under the
               Securities  Act  and  such securities shall have been disposed of
               under  such  registration  statement,  (ii) such securities shall
               have  become  eligible for resale pursuant to Rule 144(k) and any
               restrictive  legend  on certificates representing such securities
               shall  have  been  removed, (iii) such securities shall have been
               otherwise  transferred or disposed of, and subsequent transfer or
               disposition  of  them  shall  not  require  their registration or
               qualification  under  the Securities Act or any similar state law
               then  in  force  or  compliance  with  Rule  144,  or  (iv)  such
               securities  shall  have  ceased  to  be  outstanding.

          m.   "RULE  144"  shall  mean Rule 144 under the Securities Act or any
               successor  or  similar  rule  as may be enacted by the Commission
               from  time  to  time.

          n.   "SECURITIES  ACT"  shall  mean  the  Securities  Act  of 1933, as
               amended,  or  any similar United States statute and the rules and
               regulations thereunder, all as the same shall be in effect at the
               time.

     9.   Miscellaneous.
          -------------

          9.1     Amendments.  This  Agreement  may be amended only by a written
                  ----------
     instrument  executed  by  (a) the Holders or by BMO acting on behalf of and
     for  the  benefit  of  the  Holders  and  (b)  the  Company.

          9.2     Counterparts.  This Agreement may be executed in any number of
                  ------------
     counterparts, all of which shall constitute a single instrument.

          9.3     Notices.  Any  notice,  demand,  request,  waiver  or  other
                  -------
     communication  required  or  permitted  to  be  given hereunder shall be in
     writing  and  shall  be  deemed  to be delivered when received by certified
     mail,  postage  prepaid,  return  receipt  requested,  when delivered by an
     expedited  delivery  service  or  when  sent  by  facsimile or e-mail after
     confirmation.  All  notices  shall  be  directed  to  the  parties  at  the
     respective  addresses  set  forth  below or to such other address as either
     party may, from time to time, designate by notice to the other party:


                                      -11-
<PAGE>
If to the Company:  175 Bloor Street East
                    North Tower, Suite 710
                    Toronto, Ontario M4W 3R8
                    Attn: Chief Financial Officer
                    Tel: (416) 972-0091
                    Fax: (416) 972-0071

With copies to:     Fogler, Rubinoff LLP
                    Suite 4400, P.O. Box 95
                    Royal Trust Tower Toronto-Dominion Centre
                    Toronto, ON M5K 1G8
                    Attn: Avi Greenspoon
                    Tel: (416) 941-8836
                    Fax: (416) 941-8852

If to Investors:    BMO Nesbitt Burns Inc.
                    Investment and Corporate Banking
                    1 First Canadian Place
                    5th Floor, P.O. Box 150
                    Toronto, ON M5X 1H3
                    Attn: Egizio Bianchini
                    Tel: (416) 359-4001
                    Fax: (416) 359-4459

With copies to:     White & Case LLP
                    1155 Avenue of the Americas
                    New York, New York 10036
                    Attn: Kevin Keogh, Esq.
                    Tel: (212) 819-8200
                    Fax: (212) 354-8113

          9.4     Assignability.  This  Agreement  and  all  of  the  provisions
                  -------------
     hereof shall be binding upon and inure to the benefit of the parties hereto
     and  their  respective  successors  and  permitted  assigns.  Neither  this
     Agreement nor any rights, duties or obligations hereunder shall be assigned
     by  any party hereto without the prior written consent of the other parties
     hereto,  except  that vested rights to receive payment or to initiate legal
     action  with  respect to causes of action that have accrued hereunder shall
     be  assignable  by  devise,  descent  or  operation  of  law.

          9.5     Severability.  If  any  provision  of  this Agreement shall be
                  ------------
     held  to  be illegal, invalid or unenforceable, such illegality, invalidity
     or  unenforceability  shall  attach only to such provision and shall not in
     any  manner  affect  or  render illegal, invalid or unenforceable any other
     provision  of this Agreement, and this Agreement shall be carried out as if
     any  such  illegal,  invalid  or unenforceable provision were not contained
     herein.


                                      -12-
<PAGE>
          9.6     Governing Law; Venue.  (a) This Agreement shall be governed by
                  --------------------
     and  construed  under  the  laws of the State of New York without regard to
     principles  of  conflict of law. Each of the parties hereby (i) irrevocably
     consents  and  agrees  that  any  legal  or  equitable action or proceeding
     arising  under  or  in  connection  with  this  Agreement  shall be brought
     exclusively  in  the Federal or state courts sitting in New York, New York,
     and  any  court to which an appeal may be taken in any such litigation, and
     (ii)  by  execution  and delivery of this Agreement, irrevocably submits to
     and  accepts, with respect to any such action or proceeding, for itself and
     in respect of its properties and assets, generally and unconditionally, the
     jurisdiction  of  the  aforesaid courts, and irrevocably waives any and all
     rights such party may now or hereafter have to object to such jurisdiction.

          (b)     Each  of  the Company  and the other parties hereto waives its
     right  to  a  jury trial with respect to any action or claim arising out of
     any  dispute  in  connection with this agreement, any rights or obligations
     hereunder  or  the  performance of such rights and obligations. Each of the
     Company  and the other parties hereto (i) certifies that no representative,
     agent  or  attorney  of  any  party  hereto  has  represented, expressly or
     otherwise,  that  such party would not, in the event of litigation, seek to
     enforce the foregoing waivers and (ii) acknowledges that the parties hereto
     have  been induced to enter into this Agreement by, among other things, the
     waivers  and  certifications  contained  herein.

                            [Signature Page Follows]


                                      -13-
<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first  written  above.


                                  THE COMPANY:

                                  APOLLO GOLD CORPORATION


                                  By: /s/
                                     -------------------------------

                                  Name:
                                  Title:


                                  THE HOLDERS:

                                  By:  BMO NESBITT BURNS INC.


                                  By: /s/
                                     -------------------------------

                                  Name:
                                  Title:


                                      -14-
<PAGE>