Exhibit 4.10


                          REGISTRATION RIGHTS AGREEMENT


          This  Registration  Rights  Agreement (this "AGREEMENT") is made as of
December  23,  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 6,000,000 Units (the "UNITS") at the price of
Cdn$2.40 per Unit for aggregate gross proceeds of Cdn$14,400,000 pursuant to the
Subscription  Agreements  executed  by Canadian Purchasers and the Unit 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 Unit is comprised of one common share of the Company (the "COMMON
STOCK")  and  one-half  Common  Share  Purchase  Warrant  (the  "WARRANT").

     B.  In  connection with the purchase and sale of the Units, 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 Warrants or BMO for and on behalf of
     the  Holders  may  demand  that  a registration statement be filed with the
     Commission  within 90 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
     number  of  Holders  or  BMO of a written request that the Company effect a
     registration  under  the  Securities  Act  with  respect to its 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


<PAGE>
     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, at the request of the
     Holders  of  Registrable  Securities  or BMO, (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 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


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     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 the
Representative  (as  defined  below)  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  material 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 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


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<PAGE>
     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;

          (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;


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<PAGE>
          (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
     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


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<PAGE>
     "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 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


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<PAGE>
     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 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


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<PAGE>
     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.

     5.   Holders' Cooperation.
          --------------------

          5.1  Information Regarding Holders. Each Holder shall promptly furnish
               -----------------------------
     to  the  Company such information regarding the Holder and the distribution


                                      -8-
<PAGE>
     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  application affecting
     enforcement  of  creditors'  rights  generally and (ii) the availability of
     equitable  remedies as such remedies may be limited by equitable principles


                                      -9-
<PAGE>
     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 December 23, 2002 or such other date(s)
               as  may  be  agreed  upon  by  BMO  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 the shares of Common Stock
               underlying  the  Units and the shares of Common Stock issuable or
               issued upon due exercise of the Warrants; provided, however, that
               Registrable  Securities  shall  only  be  treated  as Registrable
               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


                                      -10-
<PAGE>
               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  Units,  the shares of
               Common  Stock  underlying  the  Units and the s170hares of Common
               Stock  issuable  upon  due  exercise  of the 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 of a majority of the Registrable
     Securities 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:

If to the Company:       175 Bloor Street East
                         North Tower, Suite 710


                                      -11-
<PAGE>
                         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

                         Silicon  Valley  Law  Group
                         152 North Third Street, Suite 900
                         San  Jose,  CA  95112
                         Attn:  James C. Chapman
                         Tel:  (408) 286-6100
                         Fax:  (408) 286-1400

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


                                      -12-
<PAGE>
     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.

          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:__________________________________

                                           Name:
                                           Title:


                                           THE HOLDERS:

                                           By:  BMO NESBITT BURNS INC.

                                           By:__________________________________

                                           Name:
                                           Title:


                                      -14-
<PAGE>