Exhibit 4.9

          EXERCISABLE ONLY DURING THE SPECIFIED PERIODS SET OUT HEREIN

THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT BEEN REGISTERED UNDER THE UNITED
STATES  SECURITIES  ACT  OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
SECURITIES  LAWS,  AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES
IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (C)
PURSUANT  TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE  144  UNDER  THE  SECURITIES  ACT,  IF  APPLICABLE  AND  IN COMPLIANCE WITH
APPLICABLE  U.S. STATE SECURITIES LAWS, OR (D) WITH THE PRIOR WRITTEN CONSENT OF
THE  ISSUER  HEREOF,  PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER U.S.
SECURITIES  LAWS.

IN  ADDITION,  THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE HAVE NOT BEEN
REGISTERED  WITH, OR APPROVED OR DISAPPROVED BY, ANY OTHER SECURITIES COMMISSION
OR REGULATORY AUTHORITY AND MAY ONLY BE TRANSFERRED OR RESOLD IN COMPLIANCE WITH
THE  SECURITIES  LAWS  APPLICABLE  IN THE JURISDICTION IN WHICH SUCH TRANSFER OR
RESALE  IS  TO  BE  EFFECTED.

UNLESS  PERMITTED  UNDER  SECURITIES  LEGISLATION,  THE HOLDER OF THE SECURITIES
SHALL  NOT  TRADE  THE  SECURITIES  BEFORE  APRIL  24,  2003.

                      WARRANTS TO PURCHASE COMMON SHARES OF

                             APOLLO GOLD CORPORATION

                                                         NUMBER OF COMMON
                                                         SHARE PURCHASE WARRANTS
WARRANT CERTIFICATE                                      REPRESENTED BY THIS
NUMBER  ______                                           CERTIFICATE _____

THIS  CERTIFIES  THAT,  for  value  received,  _________________________,  (the
"Holder")  is  entitled,  at  any  time prior to the Expiry Time (as hereinafter
defined),  to  purchase at the Exercise Price (as hereinafter defined) one fully
paid, validly issued and non-assessable Common Share (as hereinafter defined) in
the  capital  of  Apollo  Gold  Corporation  (the  "Corporation") for each whole
Warrant  (as  hereinafter  defined)  evidenced  hereby,  by  surrendering to the
Corporation  at  its  principal  office in the City of Toronto, Ontario, Canada,
this  Warrant  together  with a Subscription Form (as hereinafter defined), duly
completed  and  executed,  and  cash  or a certified cheque, money order or bank
draft  payable  to or to the order of the Corporation for an amount equal to the
Exercise  Price multiplied by the number of Common Shares subscribed for, on and
subject  to  the  terms  and  conditions  set  out  below.

1.     DEFINITIONS
       -----------

In  this  Warrant,  unless  there  is something in the subject matter or context
inconsistent  therewith,  the following terms shall have the following meanings:

     (a)  "Business  Day"  means  any  day  other than a Saturday, Sunday, legal
          holiday  or  a  day  on  which  the principal banking institutions are
          closed  in  Toronto,  Ontario;

     (b)  "Common  Shares"  means  the  common  shares  in  the  capital  of the
          Corporation  as such shares are constituted on the date hereof, as the
          same  may be reorganized or reclassified pursuant to any of the events
          set  out  in  Section  11  hereof;


<PAGE>
                                      - 2 -

     (c)  "Corporation"  means  Apollo  Gold  Corporation and its successors and
          assigns;

     (d)  "Current  Market  Price" at any date, means, the average closing price
          of  the  Common  Shares on the Toronto Stock Exchange or if the Common
          Shares  in respect of which a determination of current market price is
          being  made  are  not  listed thereon, on such stock exchange on which
          such  shares  are  listed  as  may be selected for such purpose by the
          directors of the Corporation, for the 5 consecutive Trading Days prior
          to the applicable date and if the Common Shares have not traded during
          such  period,  then the current market price shall be as determined by
          the  directors of the Corporation acting reasonably and in good faith;

     (e)  "Equity  Shares"  means  the Common Shares and any shares of any other
          class  or  series  of  the  Corporation which may from time to time be
          authorized  for  issue  if  by  their  terms such shares confer on the
          holders thereof the right to participate in the distribution of assets
          upon  the voluntary or involuntary liquidation, dissolution or winding
          up  of  the Corporation beyond a fixed sum or a fixed sum plus accrued
          dividends;

     (f)  "Exercise  Price"  means $3.25 in lawful currency of Canada per Common
          Share,  unless  such price shall have been adjusted in accordance with
          the  provisions  of Section 11 hereof, in which case it shall mean the
          adjusted  price  in  effect  at  the  time  of  exercise;

     (g)  "Expiry Time" means 5:00 p.m. (Toronto time) on December 23, 2006;


     (h)  "Holder" means the registered holder of this Warrant or any additional
          Warrant  certificates  issued by the Corporation pursuant to the terms
          hereof;

     (i)  "person" means an individual, corporation, partnership, unincorporated
          syndicate,  unincorporated  organization,  trust,  trustee,  executor,
          administrator  or  other  legal  representative  or  any  group  or
          combination  thereof;

     (j)  "Subscription  Form"  means the form of subscription annexed hereto as
          Schedule  "A";

     (k)  "Trading  Day" means any day on which the Common Shares are listed and
          posted  for trading on the Toronto Stock Exchange and such exchange is
          open  for  business  or,  if not listed and posted for trading on such
          exchange,  on  a  stock exchange or quotation system on which no cease
          trading  or  similar  order  is  in  effect with respect to the Common
          Shares;

     (m)  "Warrants"  means  the  warrants to purchase Common Shares, having the
          attributes  and  issued  pursuant  to the terms and provisions set out
          hereunder;  and

     (n)  "Warrant  Transfer  Form"  means  the form of warrant transfer annexed
          hereto  as  Schedule  "B".

2.   EXPIRY  TIME
     ------------

After  the  Expiry  Time,  all  rights  under any outstanding Warrants evidenced
hereby,  in  respect  of  which  the  rights of subscription and purchase herein
provided for shall not have been exercised, shall wholly cease and terminate and
such  Warrants  shall  be  void  and  of  no  value  or  effect.


<PAGE>
                                      - 3 -

3.   EXERCISE  PROCEDURE
     -------------------

     (a)  The Holder may exercise its right of purchase hereunder in whole or in
          part  at  any  time  at or prior to the Expiry Time by surrendering or
          delivering  to  the  Corporation  prior  to  the  Expiry  Time  at its
          principal office in Toronto, Ontario, Canada (i) this Warrant with the
          Subscription  Form  duly  completed  and executed by the Holder or its
          legal  representative  or attorney, duly appointed by an instrument in
          writing  in  form and manner satisfactory to the Corporation, and (ii)
          cash  or  certified cheque, money order or bank draft payable to or to
          the  order of the Corporation in an amount equal to the Exercise Price
          multiplied  by  the  number of Common Shares for which subscription is
          being  made.

     (b)  Any  Warrant  and  cash,  certified  cheque, money order or bank draft
          referred  to  in  the  foregoing subsection 3(a) shall be deemed to be
          surrendered  only  upon  delivery  thereof  to  the Corporation at its
          principal  office  in  the  manner  provided  in  Section  26.

4.   ENTITLEMENT  TO  CERTIFICATE
     ----------------------------

Upon  delivery  and  payment as provided for in Section 3, the Corporation shall
cause to be issued to the Holder the Common Shares subscribed for and the Holder
shall  become a shareholder of the Corporation in respect of such  Common Shares
with  effect from the date of such delivery and payment and shall be entitled to
delivery  of  a  certificate  or  certificates  evidencing  such  shares.  The
Corporation  shall  cause  such  certificate  or  certificates  to be issued and
delivered  to  the  Holder  at  the  address  or  addresses  specified  in  the
Subscription  Form as soon as practicable, but in any event, not later than five
Business  Days  following  such  delivery  and  payment.

5.   ASSIGNMENT  OR  TRANSFER  OF  WARRANT
     -------------------------------------

Subject  to compliance by the Holder with any applicable resale restrictions and
any  other  applicable  laws  and  regulatory  requirements,  the  Corporation
acknowledges  and  agrees  that these Warrants may be assigned or transferred by
the  Holder at the Holder's option.  It is the sole responsibility of the Holder
to ensure that all such restrictions, laws and regulatory requirements have been
observed.  Upon  any  permitted assignment or transfer, the Holder shall furnish
the Corporation with this certificate and a Warrant Transfer Form and such other
information  regarding  the transferee as the Corporation may reasonably require
to  register  these  Warrants  in the name of the transferee and the Corporation
shall  execute  and  deliver  a  new  Warrant  certificate  in  the  name of the
transferee  named  in  such  Warrant Transfer Form for the number of unexercised
Warrants  and  this  certificate  shall  be  promptly  cancelled.

6.   PARTIAL  EXERCISE  AND  EXCHANGES
     ---------------------------------

The  Holder  may  subscribe  for and purchase a number of Common Shares which is
less  than  the  number it is entitled to purchase pursuant to this Warrant.  In
the  event  of  any such subscription and purchase prior to the Expiry Time, the
Holder  shall  also  be  entitled  to  receive,  without  charge,  a new Warrant
certificate in respect of the balance of the Common Shares which it continues to
be  entitled  to  purchase  pursuant  to  this  certificate.

This  Warrant  is  also  exchangeable,  without expense, from time to time, upon
surrender  hereof  by  the  Holder,  for  new Warrant certificates of like tenor
representing  in  the  aggregate  the  same number of Warrants under the Warrant
certificate  so  surrendered.


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                                      - 4 -

7.   NO  FRACTIONAL  SHARES
     ----------------------

Notwithstanding any adjustment provided for in Section 11, the Corporation shall
not  be  required  upon  the exercise of any Warrants to issue fractional Common
Shares  in  satisfaction  of  its  obligations  hereunder.

8.   NOT  A  SHAREHOLDER
     -------------------

Nothing  in  this certificate or in the holding of the Warrants evidenced hereby
shall  be  construed  as  conferring  upon  the  Holder  any  right  or interest
whatsoever  as  a  shareholder  of  the  Corporation.

9.   NO  OBLIGATION  TO  PURCHASE
     ----------------------------

Nothing  herein  contained  or done pursuant hereto shall obligate the Holder to
purchase  or  pay for or the Corporation to issue any Common Shares except those
Common  Shares  in respect of which the Holder shall have exercised its right to
purchase  in  the  manner  provided  hereunder.

10.  COVENANTS
     ---------

     (a)  The  Corporation  covenants that (i) so long as any Warrants evidenced
          hereby  remain  outstanding,  it  shall reserve and there shall remain
          unissued  out  of its authorized capital a sufficient number of Common
          Shares  to  satisfy the right of purchase provided for herein and (ii)
          all Common Shares which shall be issued upon the exercise of the right
          to  purchase  provided  for herein, upon payment of the Exercise Price
          therefor,  shall  be  issued  as  fully  paid  and  non-assessable.

     (b)  The  Corporation  shall  comply  with  the  securities  legislation
          applicable to it in order that the Corporation continue as a reporting
          issuer,  or  analogous  entity,  not in default of any requirements of
          such  legislation.

     (c)  The  Corporation  shall do or cause to be done all things necessary to
          preserve  and  maintain  its  corporate  existence.

11.  ADJUSTMENT  TO  EXERCISE  PRICE
     -------------------------------

The  Exercise  Price in effect at any time is subject to adjustment from time to
time  in  the  events  and  in  the  manner  provided  as  follows:

     (1)   If  and whenever at any time after the date hereof the Corporation:

          (a)  issues  Common  Shares  or  securities  exchangeable  for  or
               convertible  into  Common  Shares to all or substantially all the
               holders  of  the  Common  Shares  as  a  stock  dividend;

          (b)  makes  a distribution on its outstanding Common Shares payable in
               Common  Shares or securities exchangeable for or convertible into
               Common  Shares;

          (c)  subdivides its outstanding Common Shares into a greater number of
               shares;  or

          (d)  consolidates its outstanding Common Shares into a small number of
               shares;

          (any  of  such  events  being called a "Common Share Reorganization"),
          then  the  Exercise Price will be adjusted effective immediately after
          the  effective date or record date for the happening of a Common Share


<PAGE>
                                      - 5 -

          Reorganization,  as  the  case  may be, at which the holders of Common
          Shares  are  determined  for  the  purpose  of  the  Common  Share
          Reorganization by multiplying the Exercise Price in effect immediately
          prior  to  such  effective  date  or  record  date  by a fraction, the
          numerator  of which is the number of Common Shares outstanding on such
          effective  date  or  record  date  before giving effect to such Common
          Share  Reorganization  and  the  denominator of which is the number of
          Common  Shares  outstanding  immediately  after  giving effect to such
          Common  Share  Reorganization (including, in the case where securities
          exchangeable  for  or  convertible into Common Shares are distributed,
          the  number  of Common Shares that would have been outstanding had all
          such  securities been exchanged for or converted into Common Shares on
          such  effective  date  or  record  date).

     (2)  If  and  whenever,  at any time after the date hereof, the Corporation
          fixes  a  record  date for the issue of rights, options or warrants to
          the  holders  of  all  or  substantially all of its outstanding Common
          Shares  under  which  such  holders  are  entitled to subscribe for or
          purchase  Common  Shares or securities exchangeable for or convertible
          into  Common  Share,  where:

          (a)  the right to subscribe for or purchase Common Shares or the right
               to  exchange  securities  for  or  convert securities into Common
               Shares,  expires  not  more  than  45 days after the date of such
               issue  (the  period  from  the  record date to the date of expiry
               being  herein in this Section 11 called the "Rights Period"); and

          (b)  the  cost per Common Share during the Rights Period (inclusive of
               any  cost  of  acquisition  of  securities  exchangeable  for  or
               convertible  into Common Shares in addition to any direct cost of
               Common  Shares)  (in this Section 11 called the "Per Share Cost")
               is less than 95% of the Current Market Price of the Common Shares
               on  the  record  date;

          (any  of  such  events  being  called  a  "Rights Offering"), then the
          Exercise Price will be adjusted effective immediately after the end of
          the  Rights  Period  to a price determined by multiplying the Exercise
          Price in effect immediately prior to the end of the Rights Period by a
          fraction:

               (i)     the  numerator  of  which  is  the  aggregate  of:

                    A.   the  number  of  Common  Shares  outstanding  as of the
                         record  date  for  the  Rights  Offering;  and

                    B.   a  number determined by dividing the product of the Per
                         Share  Cost  and:

                         (I)  where  the event giving rise to the application of
                              this  subsection  11(2)was  the  issue  of rights,
                              options  or  warrants  to  the  holders  of Common
                              Shares  under  which  such holders are entitled to
                              subscribe  for  or  purchase  additional  Common
                              Shares,  the number of Common Shares so subscribed
                              for  or  purchased  during  the  Rights Period; or

                         (II) where  the event giving rise to the application of
                              this  subsection  11(2)  was  the issue of rights,


<PAGE>
                                      - 6 -

                              options  or  warrants  to  the  holders  of Common
                              Shares  under  which  such holders are entitled to
                              subscribe  for or purchase securities exchangeable
                              for  or convertible into Common Shares, the number
                              of  Common  Shares  for  which those securities so
                              subscribed  for  or  purchased  during  the Rights
                              Period  could  have  been  exchanged or into which
                              they  could  have been converted during the Rights
                              Period,

                         by  the Current Market Price of the Common Shares as of
                         the  record  date  for  the  Rights  Offering;  and

               (ii)  the  denominator  of  which  is:

                    A.   in  the  case described in subparagraph 11(2)(i)(B)(I),
                         the  number  of  Common  Shares  outstanding;  or

                    B.   in  the case described in subparagraph 11(2)(i)(B)(II),
                         the  number  of Common Shares that would be outstanding
                         if  all  the  Common  Shares  described in subparagraph
                         11(2)(i)(B)(II)  had  been  issued,

                    as at the end of the Rights Period.

          Any  Common Shares owned by or held for the account of the Corporation
          or  any  subsidiary  or  affiliate  (as  such terms are defined in the
          Securities  Act (Ontario)) of the Corporation will be deemed not to be
          outstanding  for  the  purpose  of  any  such  computations.

          If by the terms of the rights, options or warrants referred to in this
          Section  11,  there  is more than one purchase, conversion or exchange
          price  per  Common  Share,  the aggregate price of the total number of
          additional  Common Shares offered for subscription or purchase, or the
          aggregate  conversion  or exchange price of the convertible securities
          so  offered,  will be calculated for purposes of the adjustment on the
          basis  of:

               (i)  the lowest purchase, conversion or exchange price per Common
                    Share,  as  the  case may be, if such price is applicable to
                    all  Common  Shares which are subject to the rights, options
                    or  warrants;  and

               (ii) the  average  purchase,  conversion  or  exchange  price per
                    Common Share, as the case may be, if the applicable price is
                    determined  by  reference  to  that  number of Common Shares
                    acquired.

          To  the  extent  that  any  adjustment  in  the  Exercise Price occurs
          pursuant  to  this  Section  11  as  a  result  of  the  fixing by the
          Corporation  of  a record date for the distribution of rights, options
          or warrants referred to in this Section 11, the Exercise Price will be
          readjusted  immediately after the expiration of any relevant exchange,
          conversion or exercise right to the Exercise Price which would then be
          in  effect  based upon the number of Common Shares actually issued and
          remaining  issuable  after  such  expiration  and  will  be  further
          readjusted  in  such manner upon expiration of any further such right.


<PAGE>
                                      - 7 -

          If the Holder has exercised this Warrant in accordance herewith during
          the  period  beginning after the record date for a Rights Offering and
          ending  on  the  last  day of the Rights Period thereunder, the Holder
          will,  in  addition  to  the  Common  Shares  to which it is otherwise
          entitled  upon such exercise, be entitled to that number of additional
          Common  Shares  equal  to  the result obtained when the difference, if
          any, between the Exercise Price in effect immediately prior to the end
          of  such  Rights Offering pursuant to this subsection is multiplied by
          the number of Common Shares received upon the exercise of this Warrant
          during  such  period,  and  the  resulting  product  is divided by the
          Exercise  Price  as adjusted for such Rights Offering pursuant to this
          subsection  provided  that  the  provisions  of  Section  7  will  be
          applicable  to any fractional interest in a Common Share to which such
          Holder might otherwise be entitled. Such additional Common Shares will
          be  deemed to have been issued to the Holder immediately following the
          end  of the Rights Period and a certificate for such additional Common
          Shares  will  be  delivered  to  such  Holder within ten Business Days
          following  the  end  of  the  Rights  Period.

     (3)  If  and  whenever  at  any time after the date hereof, the Corporation
          fixes  a  record date for the issue or the distribution to the holders
          of  all  or  substantially  all  of  its  Common  Shares  of:

               (i)   shares of  the  Corporation  of any class other than Common
                     Shares;

               (ii)  rights, options or warrants to acquire shares or securities
                     exchangeable for  or convertible into shares or property or
                     other  assets of  the  Corporation;

               (iii) evidence  of  indebtedness;  or

               (iv)  any  property  or  other  assets,

          and  if  such  issuance  or  distribution does not constitute a Common
          Share  Reorganization  or  a Rights Offering (any of such non-excluded
          events being called a "Special Distribution"), the Exercise Price will
          be  adjusted  effective  immediately after such record date to a price
          determined  by multiplying the Exercise Price in effect on such record
          date  by  a  fraction:

               (i)  the  numerator  of  which  is:

                    A.   the  product of the number of Common Shares outstanding
                         on such record date and the Current Market Price of the
                         Common  Shares  on  such  record  date;  less

                    B.   the  aggregate  fair  market  value  (as  determined by
                         action  of  the  auditors  of  the  Corporation) to the
                         holders  of  the  Common  Shares  of such securities or
                         property  or  other  assets so issued or distributed in
                         the  Special  Distribution;  and

               (ii) the  denominator  of  which  is  the number of Common Shares
                    outstanding  on  such  record date multiplied by the Current
                    Market  Price  of  the  Common  Shares  on such record date.


<PAGE>
                                      - 8 -

          Any  Common Shares owned by or held for the account of the Corporation
          or  any  subsidiary  or  affiliate  (as  such terms are defined in the
          Securities  Act (Ontario)) of the Corporation will be deemed not to be
          outstanding  for  the  purpose  of  any  such  computation.

     (4)  If  and  whenever  at any time after the date hereof there is a Common
          Share  Reorganization,  a  Rights  Offering, a Special Distribution, a
          reclassification  of  the  Common  Shares  outstanding  at any time or
          change of the Common Shares into other shares or into other securities
          (other  than  a  Common  Share  Reorganization),  or  a consolidation,
          amalgamation  or  merger  of  the  Corporation  with or into any other
          corporation  or other entity (other than a consolidation, amalgamation
          or  merger  which  does  not  result  in  any  reclassification of the
          outstanding  Common Shares or a change of the Common Shares into other
          shares), or a transfer of the undertaking or assets of the Corporation
          as  an entirety or substantially as an entirety to another corporation
          or  other  entity  (any  of  such  events  being  called  a  "Capital
          Reorganization"),  the  Holder, upon exercising this Warrant after the
          effective  date  of  such  Capital Reorganization, will be entitled to
          receive  in  lieu  of the number of Common Shares to which such Holder
          was  theretofore  entitled upon such exercise, the aggregate number of
          shares,  other  securities  or  other property which such Holder would
          have  been  entitled  to  receive  as  a  result  of  such  Capital
          Reorganization  if, on the effective date thereof, the Holder had been
          the  registered  holder  of  the number of Common Shares to which such
          Holder  was  therefore  entitled  upon  exercise  of  this  Warrant.
          Appropriate  adjustments  will be made as a result of any such Capital
          Reorganization  in the application of the provisions set forth in this
          Section  11 with respect to the rights and interests thereafter of the
          Holder  to  the  end  that the provisions set forth in this Section 11
          will  thereafter  correspondingly  be made applicable as nearly as may
          reasonably  be  in  relation  to any shares, other securities or other
          property  thereafter  deliverable  upon  the exercise hereof. Any such
          adjustment  must  be  made  by  and  set forth in an amendment to this
          Warrant  approved  by  action  of the directors of the Corporation and
          will  for  all  purposes  be  conclusively deemed to be an appropriate
          adjustment.

     (5)  If  at any time after the date hereof and prior to the Expiry Time any
          adjustment  in  the  Exercise  Price  shall  occur  as  a  result  of:

          (a)  an  event  referred  to  in  subsection  11(1);


          (b)  the  fixing  by  the  Corporation  of  a record date for an event
               referred  to  in  subsection  11(2);  or

          (c)  the  fixing  by  the  Corporation  of  a record date for an event
               referred  to  in  subsection  11(3) if such event constitutes the
               issue  or distribution to the holders of all or substantially all
               of  its  outstanding  Common  Shares of (A) Equity Shares, or (B)
               securities  exchangeable for or convertible into Equity Shares at
               an  exchange  or  conversion price per Equity Share less than the
               Current  Market Price on such record date, or (C) rights, options
               or  warrants to acquire Equity Shares at an exercise, exchange or
               conversion  price  per  Equity Share less than the Current Market
               Price  on  such  record  date,

          then  the  number  of  Common  Shares  purchasable upon the subsequent
          exercise  of  this  Warrant  shall  be  simultaneously  adjusted  by
          multiplying  the number of Common Shares purchasable upon the exercise
          of  this  Warrant  immediately  prior to such adjustment by a fraction
          which  shall  be  the  reciprocal  of  the  fraction  employed  in the
          adjustment  of  the  Exercise  Price.  To the extent any adjustment in


<PAGE>
                                      - 9 -

          subscription  rights  occurs  pursuant  to  this subsection 11(5) as a
          result  of  a  distribution  of exchangeable or convertible securities
          other  than  Equity  Shares  referred  to  in subsection 11(1) or as a
          result  of  the  fixing  by  the  Corporation of a record date for the
          distribution  of rights, options or warrants referred to in subsection
          11(2),  the  number of Common Shares purchasable upon exercise of this
          Warrant  shall  be  readjusted immediately after the expiration of any
          relevant  exchange,  conversion  or  exercise  right  to the number of
          Common Shares actually issued and remaining issuable immediately after
          such  expiration  and  shall be further readjusted in such manner upon
          expiration  of  any  further  such  right.  To  the  extent  that  any
          adjustment  in  subscription rights occurs pursuant to this subsection
          11(5)  as  a  result of the fixing by the Corporation of a record date
          for  the  distribution of exchangeable or convertible securities other
          than  Equity  Shares  or  rights,  options  or warrants referred to in
          subsection  11(3),  the  number  of  Common  Shares  purchasable  upon
          exercise  of  this  Warrant  shall be readjusted immediately after the
          expiration  of  any relevant exchange, conversion or exercise right to
          the  number  which  would  be  purchasable pursuant to this subsection
          11(5)  if  the  fair  market  value of such securities or such rights,
          options or warrants had been determined for purposes of the adjustment
          pursuant to this subsection 11(5) on the basis of the number of Equity
          Shares issued and remaining issuable immediately after such expiration
          and  shall be further readjusted in such manner upon expiration of any
          further  such  right.

12.  RULES  REGARDING  CALCULATION  OF  ADJUSTMENT  OF  EXERCISE  PRICE
     ------------------------------------------------------------------

     The  following rules and procedures shall be applicable to adjustments made
     pursuant  to  Section  11  herein:

     (1)  The adjustments provided for in Section 11 are cumulative and will, in
          the  case  of  adjustments  to  the Exercise Price, be computed to the
          nearest  one-tenth  of one cent and will be made successively whenever
          an  event  referred  to  therein  occurs,  subject  to  the  following
          subsections  of  this  Section  12.

     (2)  No adjustment in the Exercise Price is required to be made unless such
          adjustment  would  result in a change of at least 1% in the prevailing
          Exercise  Price,  provided  however, that any adjustment which, except
          for  the  provisions  of  this  subsection,  would otherwise have been
          required to be made, will be carried forward and taken into account in
          any  subsequent  adjustments.

     (3)  No  adjustment  in  the  Exercise Price will be made in respect of any
          event  described  in  Section 11, other than the events referred to in
          clauses  11(1)(c) and (d), if the Holder is entitled to participate in
          such  event  on the same terms, mutatis mutandis, as if the Holder had
          exercised  this  Warrant  prior  to or on the effective date or record
          date  of  such  event.  Any participation by a holder pursuant to this
          Section  12(3)  is  subject to the prior approval of the Toronto Stock
          Exchange.

     (4)  No  adjustment  in the Exercise Price will be made under Section 11 in
          respect  of the issue from time to time of Common Shares issuable from
          time  to  time  as dividends paid in the ordinary course to holders of
          Common  Shares  who  exercise  an  option  or  election  to  receive
          substantially  equivalent  dividends  in  Common  Shares  in  lieu  of
          receiving  a cash dividend and any such issue will be deemed not to be
          a  Common  Share  Reorganization.

     (5)  If  at  any time a dispute arises with respect to adjustments provided
          for in Section 11, such dispute will be conclusively determined by the
          auditors of the Corporation or if they are unable or unwilling to act,


<PAGE>
                                      - 10 -

          by  such  other  firm  of  independent chartered accountants as may be
          selected  by  the  directors  of  the  Corporation  and  any  such
          determination,  absent  manifest  error,  will  be  binding  upon  the
          Corporation,  the  Holder  and  shareholders  of  the Corporation. The
          Corporation  will  provide such auditors or accountants with access to
          all  necessary  records  of  the  Corporation.

     (6)  In  case  the  Corporation,  after  the date of issue of this Warrant,
          takes  any  action  affecting  the Common Shares, other than an action
          described  in Section 11, which in the opinion of the directors of the
          Corporation,  acting reasonably, would materially affect the rights of
          the  Holder,  the  Exercise  Price will be adjusted in such manner, if
          any,  and  at such time, by action of the directors of the Corporation
          but  subject  in  all  cases  to  any  necessary  regulatory approval,
          including  approval  of  the  Toronto  Stock  Exchange. Failure of the
          taking  of action by the directors of the Corporation so as to provide
          for  an  adjustment on or prior to the effective date of any action by
          the  Corporation  affecting  the  Common  Shares  will  be  conclusive
          evidence that the board of directors of the Corporation has determined
          that  it  is  equitable  to  make  no adjustment in the circumstances.

     (7)  If  the Corporation sets a record date to determine the holders of the
          Common  Shares  for  the  purpose  of  entitling  them  to receive any
          dividend  or  distribution  or  sets  a  record date to take any other
          action  and,  thereafter  and  before  the  distribution  to  such
          shareholders of any such dividend or distribution or the taking of any
          other action, decides not to implement its plan or pay or deliver such
          dividend or distribution or take such other action, then no adjustment
          in  the  Exercise  Price  will be required by reason of the setting of
          such  record  date.

     (8)  In  the  absence  of  a resolution of the directors of the Corporation
          fixing  a  record  date for a Special Distribution or Rights Offering,
          the  Corporation  will  be  deemed  to  have  fixed as the record date
          therefor the date on which the Special Distribution or Rights Offering
          is  effected.

     (9)  As  a  condition  precedent  to  the  taking of any action which would
          require  any adjustment to this Warrant, including the Exercise Price,
          the  Corporation must take any corporate action which may be necessary
          in  order that the Corporation shall have unissued and reserved in its
          authorized capital and may validly and legally issue as fully paid and
          non-assessable  all of the shares or other securities which the Holder
          is entitled to receive on the full exercise thereof in accordance with
          the  provisions  hereof.

     (10) The  Corporation  will  from  time  to  time,  immediately  after  the
          occurrence  of  any event which requires an adjustment or readjustment
          as  provided  in  Section  11,  forthwith  give  notice  to the Holder
          specifying the event requiring such adjustment or readjustment and the
          results  thereof,  including  the  resulting  Exercise  Price.

     (11) The  Corporation covenants to and in favour of the Holder that so long
          as this Warrant remains outstanding, it will give notice to the Holder
          of  its  intention  to  fix a record date for any event referred to in
          subsection  11(1),  (2)  or  (3)  (other  than  the  subdivision  or
          consolidation  of  the  Common  Shares)  which  may  give  rise  to an
          adjustment  in  the Exercise Price and, in each case, such notice must
          specify  the  particulars  of  such  event and the record date and the
          effective  date  for such event, provided that the Corporation is only
          required  to  specify in such notice such particulars of such event as
          have  been  fixed  and  determined on the date on which such notice is
          given.  In  case  any adjustment for which a notice in this subsection
          has  been  given  is  not  then  determinable,  the  Corporation shall
          promptly after such adjustment is determinable, deliver to the Holder,


<PAGE>
                                      - 11 -

          a  certificate  providing  the  calculation  of  such adjustment. Such
          notice  shall  be  given  not  less  than  21  days prior to each such
          applicable  record  date  or  effective  date.

     (12) Any  adjustment  to the Exercise Price under the terms of this Warrant
          shall  be subject to the prior approval of the Toronto Stock Exchange.

13.  CONSOLIDATION  AND  AMALGAMATION
     --------------------------------

     (1)  The  Corporation  shall  not enter into any transaction whereby all or
          substantially all of its undertaking, property and assets would become
          the  property  of  any  other  corporation (herein called a "successor
          corporation")  whether  by  way  of  reorganization,  reconstruction,
          consolidation,  amalgamation,  merger,  transfer, sale, disposition or
          otherwise,  unless prior to or contemporaneously with the consummation
          of  such  transaction  the  Corporation  and the successor corporation
          shall  have  executed such instruments and done such things as, in the
          opinion  of  counsel to the Corporation, are necessary or advisable to
          establish  that  upon  the  consummation  of  such  transaction:

               (i)  the  successor  corporation  will  have  assumed  all  the
                    covenants  and  obligations  of  the  Corporation under this
                    Warrant;  and

               (ii) the  Warrant  will  be a valid and binding obligation of the
                    successor  corporation  entitling the Holder, as against the
                    successor  corporation,  to  all of the rights of the Holder
                    under  this  Warrant.

     (2)  Whenever  the  conditions  of  subsection  13(1)  shall have been duly
          observed  and  performed,  the successor corporation shall possess and
          from  time  to time may exercise each and every right and power of the
          Corporation  under  this  Warrant  in  the  name of the Corporation or
          otherwise  and  any act or proceeding by any provision hereof required
          to  be done or performed by any director or officer of the Corporation
          may  be  done  and  performed  with  like force and effect by the like
          directors  or  officers  of  the  successor  corporation.

14.  REPRESENTATIONS  AND  WARRANTIES
     --------------------------------

The  Corporation  hereby represents and warrants with and to the Holder that the
Corporation  is  duly  authorized  and  has  the  corporate and lawful power and
authority  to  create and issue this Warrant and the Common Shares issuable upon
the  exercise  hereof  and  to  perform  its obligations hereunder and that this
Warrant  represents  a  valid,  legal  and binding obligation of the Corporation
enforceable  in  accordance  with  its  terms.

15.     IF  SHARE  TRANSFER  BOOKS  CLOSED
        ----------------------------------

The  Corporation shall not be required to deliver certificates for Common Shares
while  the  share transfer books of the Corporation are properly closed prior to
any  meeting  of  shareholders,  for  the  payment of dividends or for any other
purpose  and in the event of the surrender of any Warrant in accordance with the
provisions  hereof and the making of any subscription and payment for the Common
Shares  called  for thereby during any such period, delivery of certificates for
Common  Shares  may  be postponed for not more than five Business Days after the
date  of  the re-opening of said share transfer books.  Any such postponement of
delivery  of certificates shall be without prejudice to the right of the Holder,
if  the  Holder has surrendered the same and made payment during such period, to
receive  such  certificates  for  the  Common  Shares called for after the share
transfer  books  have  been  re-opened.


<PAGE>
                                      - 12 -

16.  STOLEN,  LOST,  MUTILATED  OR  DESTROYED  CERTIFICATE
     -----------------------------------------------------

If  the  certificate  evidencing  the  Warrants  issued  hereby is stolen, lost,
mutilated  or  destroyed,  the  Corporation  shall,  on  such  terms  as  it may
reasonably  impose,  issue  and  countersign a new warrant of like denomination,
tenor  and  date  as  the  certificate  so stolen, lost, mutilated or destroyed.

17.  GOVERNING  LAW
     --------------

This  Warrant  shall be governed by and construed in accordance with the laws of
the  Province  of  Ontario  and  the  federal laws of Canada applicable therein.

18.  SEVERABILITY
     ------------

If  any one or more of the provisions or parts thereof contained in this Warrant
should  be  or  become  invalid,  illegal or unenforceable in any respect in any
jurisdiction,  the  remaining provisions or parts thereof contained herein shall
be  and  shall  be conclusively deemed to be, as to such jurisdiction, severable
therefrom  and:

     (a)  the  validity, legality or enforceability of such remaining provisions
          or  parts  thereof shall not in any way be affected or impaired by the
          severance  of  the  provisions  or  parts  thereof  severed;  and

     (b)  the  invalidity,  illegality  or  unenforceability of any provision or
          part  thereof  contained in this Warrant in any jurisdiction shall not
          affect  or  impair  such  provision  or  part  thereof  or  any  other
          provisions  of  this  Warrant  in  any  other  jurisdiction.

19.  HEADINGS
     --------

The  headings of the articles, sections, subsections and clauses of this Warrant
have  been inserted for convenience and reference only and do not define, limit,
alter  or  enlarge  the  meaning  of  any  provision  of  this  Warrant.

20.  WARRANTS  RANK  PARI  PASSU
     ---------------------------

All  Warrants shall rank pari passu, whatever may be the actual date of issue of
the  same.

21.  NUMBERING  OF  ARTICLES,  ETC.
     ------------------------------

Unless  otherwise  stated, a reference herein to a numbered or lettered article,
section,  subsection,  clause,  subclause  or  schedule  refers  to the article,
section, subsection, clause, subclause or schedule bearing that number or letter
in  this  Warrant.

22.  NUMBER  AND  GENDER
     -------------------

Whenever  used  in  this Warrant, words importing the singular number only shall
include the plural and vice versa and words importing the masculine gender shall
include  the  feminine  gender.

23.  DAY  NOT  A  BUSINESS  DAY
     --------------------------

In  the event that any day on or before which any action is required to be taken
hereunder  is  not a Business Day then such action shall be required to be taken
on  or  before  the  requisite  time  on  the  next  day that is a Business Day.


<PAGE>
                                      - 13 -

24.  TSX  APPROVAL
     -------------

Notwithstanding  anything  to  the  contrary  in  this Warrant, no supplement or
amendment  to  the  terms  of this Warrant may be made without the prior written
approval  of  the  Toronto  Stock  Exchange.

25.  BINDING  EFFECT
     ---------------

This  Warrant and all of its provisions shall enure to the benefit of the Holder
and  his, her or its heirs, successors, administrators, personal representatives
and  assigns  and  shall  be binding upon the Corporation and its successors and
assigns.

26.  NOTICE
     ------

Any  notice,  document or communication required or permitted by this Warrant to
be  given  by  a  party  hereto shall be in writing and is sufficiently given if
delivered personally, or if sent by prepaid registered mail or if transmitted by
any  form  of  recorded  telecommunication tested prior to transmission, to such
party  addressed  as  follows:

     (a)  if  to  the  Holder:

          to  the  address  on  the  face  page  hereof

     (b)  if  to  the  Corporation:

          Apollo  Gold  Corporation
          c/o Fogler, Rubinoff LLP, Suite 4400, P.O. Box 95, Royal Trust Tower,
          TD Centre, Toronto,  Ontario,  Canada  M5K  1G8

          Attention:  Mr. Michael Hobart

          Telephone  No.  (416) 941-8856
          Facsimile  No.  (416) 941-8852

Notice  so  mailed  shall be deemed to have been given on the third Business Day
after  deposit  in a post office or public letter box.  Neither party shall mail
any  notice, request or other communication hereunder during any period in which
applicable  postal  workers  are on strike or if such strike is imminent and may
reasonably  be  anticipated  to  affect  the  normal  delivery of mail.  Notices
transmitted  by  a  form  of  recorded telecommunication or delivered personally
shall  be  deemed  given on the day of transmission or personal delivery, as the
case  may  be.  Any  party  may from time to time notify the other in the manner
provided herein of any change of address which thereafter, until changed by like
notice,  shall  be  the  address  of  such  party  for  all  purposes  hereof.

27.  TIME  OF  ESSENCE
     -----------------

Time shall be of the essence hereof.

28.  LEGENDS
     -------

The  Holder  acknowledges  that  appropriate legends, as follows, will be placed
upon  all  certificates  representing  any  securities  issued  on the exchange,
assignment or exercise of the Warrants represented by this certificate until, in
the  case  of  the  legend  (the  "Canadian  Legend")  required under applicable
requirements  of  Canadian  securities  laws,  the  hold  period expires for the
Warrants  so  represented  hereby  and,  in  the  case  of the legend (the "U.S.
Legend") required under the U.S. Securities Act of 1933 or applicable state


<PAGE>
                                      - 14 -

securities  laws,  such  time  as  it  is  no  longer  required under applicable
requirements thereof:

CANADIAN  LEGEND

"UNLESS  PERMITTED  UNDER  SECURITIES  LEGISLATION, THE HOLDER OF THE SECURITIES
SHALL NOT TRADE THE SECURITIES BEFORE APRIL 24, 2003."

U.S.  LEGEND

"THE  SECURITIES  REPRESENTED  HEREBY  HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES  SECURITIES  ACT  OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
SECURITIES  LAWS,  AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES
IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (C)
PURSUANT  TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE  144  UNDER  THE  SECURITIES  ACT,  IF  APPLICABLE  AND  IN COMPLIANCE WITH
APPLICABLE  U.S. STATE SECURITIES LAWS, OR (D) WITH THE PRIOR WRITTEN CONSENT OF
THE  ISSUER  HEREOF,  PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER U.S.
SECURITIES  LAWS.

IN  ADDITION,  THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE HAVE NOT BEEN
REGISTERED  WITH, OR APPROVED OR DISAPPROVED BY, ANY OTHER SECURITIES COMMISSION
OR REGULATORY AUTHORITY AND MAY ONLY BE TRANSFERRED OR RESOLD IN COMPLIANCE WITH
THE  SECURITIES  LAWS  APPLICABLE  IN THE JURISDICTION IN WHICH SUCH TRANSFER OR
RESALE  IS  TO  BE  EFFECTED."

In  addition  the  Holder  acknowledges that the following legend will be placed
upon  all certificates representing any securities issued on the exercise of the
Warrants  represented  by  this  certificate  until such time as it is no longer
required  under  the  U.S. Securities Act of 1933 or applicable state securities
laws.

"THE  SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK
EXCHANGE; HOWEVER THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF
SUCH  EXCHANGE  SINCE  THEY  ARE  NOT  FREELY TRANSFERABLE, AND CONSEQUENTLY ANY
CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY' IN SETTLEMENT OF
TRANSACTIONS  ON  THE  TORONTO  STOCK  EXCHANGE."

           ***THE REST OF THIS PAGE HAS BEEN INTENTIONALLY DELETED***


<PAGE>
IN  WITNESS  WHEREOF  the  Corporation has caused this Warrant certificate to be
signed by its duly authorized officer as of the  23  day of December, 2002.
                                                ----

APOLLO  GOLD  CORPORATION



Per: /s/
     -------------------------
     Authorized Signatory


<PAGE>
                                  SCHEDULE "A"
                                  ------------

                                SUBSCRIPTION FORM
                                -----------------

TO:     APOLLO  GOLD  CORPORATION
        c/o Fogler, Rubinoff LLP, Suite 4400, P.O. Box 95, Royal Trust Tower,
        TD Centre, Toronto,  Ontario,  Canada  M5K  1G8

The  undersigned  holder  of  the  within Warrant certificate hereby irrevocably
subscribes  for  ___________________________ common shares (the "Common Shares")
of  Apollo  Gold  Corporation (the "Corporation") pursuant to the within Warrant
certificate  at  the  Exercise  Price  per  share  specified in the said Warrant
certificate  and  encloses  herewith  cash or a certified cheque, money order or
bank draft payable to or to the order of the Corporation in the aggregate amount
of  Cdn.$______________  in  payment  of  the  subscription  price  therefor.

The undersigned certifies as follows (check one):

A     [   ]    The  undersigned  is  not  a "U.S. person", within the meaning of
               Regulation  S  under  the U.S. Securities Act of 1933, as amended
               (the  "U.S.  Securities Act"), and is not exercising this Warrant
               on  behalf  of  any  U.S.  person.

B     [   ]    The  undersigned  is  an  "accredited  investor", as such term is
               defined  in  Rule  501(a)  of the U.S. Securities Act, exercising
               this  Warrant  for  its  own  account  or  the  account  of  an
               institutional  "accredited investor" over which it exercises sole
               investment  discretion.

               By  checking  box B above, the undersigned represents that it has
had  access  to such current public information concerning the Corporation as it
considered  necessary in connection with its investment decision and understands
that  the  Common Shares have not been and will not be registered under the U.S.
Securities  Act  and  agrees that it will only resell the Common Shares issuable
upon  exercise  hereof (i) to the Corporation, (ii) outside the United States in
accordance  with  Rule  904 of Regulation S under the U.S. Securities Act and in
compliance  with applicable local laws and regulations, (iii) in accordance with
an  exemption  from  registration under the U.S. Securities Act provided by Rule
144  or  144A,  if  available,  and in compliance with applicable local laws and
regulations  or  (iv)  in  a  transaction  that  does  not  otherwise  require
registration  under  the  U.S. Securities Act or any applicable state securities
laws if an opinion of counsel, of recognized standing reasonably satisfactory to
the  Corporation,  has been provided to the Corporation to that effect. If box B
above  is  checked,  the Common Shares issuable upon exercise hereof will bear a
legend  to  the foregoing effect which may be removed by providing a declaration
to  the  registrar  and  transfer agent for the Common Shares to the effect that
such  Common  Shares  have been sold in accordance with Rule 904 of Regulation S
under  the  U.S.  Securities  Act.

 *  Unless  box  B  above has been checked, warrants may not be exercised within
the United States or by or on behalf of any "U.S. person", within the meaning of
Regulation  S  under the U.S. Securities Act and no Common Shares will be issued
to  any  person  who  has  set out an address in the United States nor shall any
certificates  representing  Common  Shares  be  delivered  to  any U.S. address.

DATED this ____ day of _____________________, 200_.


<PAGE>
                                      - 2 -

The  undersigned  hereby  directs  that  the  said  Common  Shares be issued and
registered  as  follows:


Name:          ____________________________________

Address:       ____________________________________

               ____________________________________


Signature:     ____________________________________



          Please  check  box  if  these  Common  Share  certificates  are  to be
          delivered at the office where this Warrant certificate is surrendered,
          failing  which  the  Common  Share  certificates will be mailed to the
          subscriber  at  the  address  set  out  above.

          If  any  Warrants  represented  by  this  certificate  are  not  being
          exercised,  a  new Warrant certificate will be issued and delivered to
          the  holder  with  the  Common  Share  certificates.


<PAGE>
                                  SCHEDULE "B"
                                  ------------

                              WARRANT TRANSFER FORM
                              ---------------------

TO:     APOLLO  GOLD  CORPORATION
        c/o Fogler, Rubinoff LLP, Suite 4400, P.O. Box 95, Royal Trust Tower,
        TD Centre, Toronto,  Ontario,  Canada  M5K  1G8

                            CERTIFICATE OF TRANSFEROR

The  undersigned  holder of the within Warrant certificate hereby sells, assigns
and  transfers  to  ______________________________  [NAME  OF  TRANSFEREE],
_______________  [NUMBER  OF  WARRANTS] Warrants of Apollo Gold Corporation (the
"CORPORATION")  registered  in the name of the undersigned on the records of the
Corporation  represented  by  the  attached  Warrant certificate and irrevocably
appoints  ____________________ , the attorney of the undersigned to transfer the
said  securities  on  the  books  or  register  with full power of substitution.

           DATED the _____ day of _____________ , 200__.


___________________________                 _______________________________
Signature  Guaranteed                       Signature  of  Transferor

                            CERTIFICATE OF TRANSFEREE

The undersigned certifies as follows [check one]:

A     [   ]    The  undersigned  hereby certifies that the undersigned is not in
               the  United States, is not acquiring the Warrants for the account
               or  benefit of a person in the United States, was not offered the
               Warrants  in  the  United States and was not in the United States
               when  it  agreed  to  acquire  the  Warrants.

B     [   ]    submits  herewith  evidence  that the transfer of Warrants to the
               undersigned does not require registration under the United States
               Securities  Act  of  1933,  as  amended,  or any applicable state
               securities  laws,  it being understood that such evidence must be
               satisfactory  in  form  and  substance  to  the  Corporation.

DATED the ___________ day of ___________________ , 200______.


                                            ____________________________________
                                            Signature  of  Transferee

Instructions:

a.   Signature  of  the  Holder  must  be the signature of the person whose name
     appears  on  the  face  of  this  Warrant  certificate.

b.   If  the  Transfer  Form  is  signed  by a trustee, executor, administrator,
     curator,  guardian, attorney, officer of a corporation or any person acting
     in  a  fiduciary  or  representative  capacity,  the  certificate  must  be
     accompanied  by  evidence  of  authority  to  sign  satisfactory  to  the
     Corporation.

c.   Warrants  shall only be transferable in accordance with applicable laws and
     are  subject  to  the  terms and conditions contained in the certificate to
     which  this  Warrant  Transfer  Form  is  scheduled.

d.   The  signature  of  the  Transferor  on  this Warrant Transfer Form must be
     guaranteed  by  a  Canadian  chartered  bank,  Canadian trust company, or a
     member  of  a recognized Medallion Guarantee program. The guarantor, in the
     case  of  a  bank  or  trust company, must affix a stamp bearing the actual
     words:  "SIGNATURE  GUARANTEED".


<PAGE>