Exhibit 4.11

                             APOLLO GOLD CORPORATION

                             SUBSCRIPTION AGREEMENT

TWO  COMPLETED AND ORIGINALLY EXECUTED COPIES OF THIS SUBSCRIPTION AGREEMENT AND
APPLICABLE  SCHEDULES  MUST  BE  DELIVERED  IN ACCORDANCE WITH ARTICLE 4 OF THIS
SUBSCRIPTION  AGREEMENT  AS  SOON  AS POSSIBLE, AND, IN ANY EVENT, NO LATER THAN
11:00  A.M.  (TORONTO  TIME)  ON  DECEMBER  20,  2002.

TO:       APOLLO GOLD CORPORATION

AND TO:   BMO NESBITT BURNS INC. (THE "AGENT")

The  undersigned (the "SUBSCRIBER") hereby confirms its irrevocable subscription
for  and offer to purchase from Apollo Gold Corporation (the "CORPORATION") that
number  of  units  of  the Corporation (the "UNITS") set out below at a price of
$2.40  per  Unit.  Each  Unit consists of one common share in the capital of the
Corporation  (a  "PURCHASED  SHARE")  and  one-half of one common share purchase
warrant  (each  whole common share purchase warrant, a "WARRANT").  Each Warrant
entitles the holder, upon exercise at any time on or before the day that is four
years from the Closing Date (as defined below), to acquire from the Corporation,
at  a  price  of  $3.25  per  Warrant,  one  common  share in the capital of the
Corporation  (a "WARRANT SHARE"). The Subscriber agrees to be bound by the terms
of  this  Subscription  Agreement  and,  without  limitation,  agrees  that  the
Corporation  and  the  Agent  may  rely  upon  the  Subscriber's  covenants,
representations  and  warranties  herein.


______________________________________________________
(Name of Subscriber - please print)


Account Reference:____________________________________


By:___________________________________________________
Authorized Signature


______________________________________________________
(Official Capacity or Title - please print)


______________________________________________________
(Please print name of individual whose signature appears above if different than
the name of the subscriber printed above.)


______________________________________________________
(Subscriber's Address)
______________________________________________________

______________________________________________________

______________________________________________________
(Telephone Number)


REGISTER THE PURCHASED SHARES, THE WARRANTS AND THE
---------------------------------------------------
WARRANT SHARES AS SET FORTH BELOW:
----------------------------------

______________________________________________________
(Name)

______________________________________________________
(Account Reference, if applicable)

______________________________________________________
(Address)

______________________________________________________
(Telephone Number)


Number of Units:______________________________________



Aggregate Subscription Price:_________________________
                            (the "SUBSCRIPTION PRICE")

IF THE SUBSCRIBER IS SIGNING AS AGENT FOR A PRINCIPAL
(BENEFICIAL PURCHASER) AND IS NOT PURCHASING AS TRUSTEE OR
AGENT FOR ACCOUNTS FULLY MANAGED BY IT, COMPLETE THE
FOLLOWING:

______________________________________________________
(Name of Principal)

______________________________________________________
(Principal's Address)

______________________________________________________


DELIVER THE PURCHASED SHARES, THE WARRANTS AND THE
--------------------------------------------------
WARRANT SHARES AS SET FORTH BELOW:
----------------------------------

______________________________________________________
(Name)

______________________________________________________
(Account Reference, if applicable)

______________________________________________________
(Address)

______________________________________________________
(Contact Name)                      (Telephone Number)



<PAGE>
                                                                             ii.


                                TABLE OF CONTENTS

                           ARTICLE 1 - INTERPRETATION

1.1     Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
1.2     Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.3     Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . .2
1.4     Currency. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
1.5     Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

                             ARTICLE 2 - SCHEDULES

2.1     Description of Schedules. . . . . . . . . . . . . . . . . . . . . . . .2

               ARTICLE 3 - SUBSCRIPTION AND DESCRIPTION OF UNITS

3.1     Subscription for the Units. . . . . . . . . . . . . . . . . . . . . . .3
3.2     Acceptance and Rejection of Subscription by the Corporation . . . . . .3

                              ARTICLE 4 - CLOSING

4.1     Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
4.2     Conditions of Closing . . . . . . . . . . . . . . . . . . . . . . . . .4
4.3     Authorization of the Agent. . . . . . . . . . . . . . . . . . . . . . .5

    ARTICLE 5 - REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CORPORATION


  ARTICLE 6 - ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE
                                   SUBSCRIBER

6.1     Representations and Warranties of the Subscriber. . . . . . . . . . . .7
6.2     Acknowledgments of the Subscriber . . . . . . . . . . . . . . . . . . .9

       ARTICLE 7 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1     Survival of Representations, Warranties and Covenants of the
        Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.2     Survival of Representations, Warranties and Covenants of the
        Subscriber. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

                           ARTICLE 8 - MISCELLANEOUS

8.1     Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . 11
8.2     Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
8.3     Time of the Essence . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.4     Costs and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.5     Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
8.6     Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.7     Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.8     Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.9     Enurement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13


<PAGE>
                                                                            iii.


                    SCHEDULE "A" - THE TORONTO STOCK EXCHANGE

PRIVATE PLACEMENT QUESTIONNAIRE . . . . . . . . . . . . . . . . . . . . . . . A1
UNDERTAKING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A2


               SCHEDULE "B" - CERTIFICATE OF AN ACCREDITED OFFICER

EXHIBIT "A" - ACCREDITED INVESTORS IN BRITISH COLUMBIA AND ALBERTA. . . . . . B2
EXHIBIT "B" - ACCREDITED INVESTORS IN ONTARIO . . . . . . . . . . . . . . . . B3


                     SCHEDULE "C" - CERTIFICATE OF PURCHASER

FORM 8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C1


             SCHEDULE "D" - ACKNOWLEDGEMENT OF INDIVIDUAL PURCHASER

BC FORM 45-903F1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D1


                  SCHEDULE "E" - LIST OF CONVERTIBLE SECURITIES

OUTSTANDING CONVERTIBLE SECURITIES OF APOLLO GOLD CORPORATION AS AT
DECEMBER 17, 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E1


<PAGE>
                                                                              1.


                           ARTICLE 1 - INTERPRETATION

1.1       DEFINITIONS

          Whenever  used  in  this  Subscription  Agreement,  unless  there  is
something in the subject matter or context inconsistent therewith, the following
words  and  phrases  shall  have  the  respective  meanings  ascribed to them as
follows:

     "AGENT"  means  BMO  Nesbitt  Burns  Inc.

     "AGENCY  AGREEMENT" means the agency agreement dated as of the Closing Date
     between  the Agent and the Corporation in respect of the offering of Units.

     "AUDITED  FINANCIAL  STATEMENTS"  means the audited financial statements of
     the Corporation as at, and for the years ended, December 31, 1999, 2000 and
     2001  as  filed  with  the  Canadian  securities regulators pursuant to the
     Securities  Laws.

     "BUSINESS  DAY"  means a day other than a Saturday, Sunday or any other day
     on  which the principal chartered banks located in Toronto are not open for
     business.

     "CLOSING" has the meaning ascribed to the term in Section 4.1.

     "CLOSING DATE" has the meaning ascribed to the term in Section 4.1.

     "CLOSING TIME" has the meaning ascribed to the term in Section 4.1.

     "COMMON SHARES" means the common shares in the capital of the Corporation.

     "CONTROL  PERSON"  means  a  person,  company  or combination of persons or
     companies  described  in  clause (c) of the definition of "distribution" in
     subsection  1(1)  of  the  Securities  Act  (Ontario).

     "CORPORATION"  means  Apollo  Gold  Corporation  and includes any successor
     corporation  to  or  of  the  Corporation.

     "MELLON" means CIBC Mellon Trust Company.

     "PERSON"  means  any  individual,  corporation,  firm,  partnership,  sole
     proprietorship,  syndicate,  joint  venture, trustee, trust, unincorporated
     organization  or association, and pronouns have a similar extended meaning.

     "PURCHASED  SHARES"  has  the meaning ascribed to the term on the face page
     hereof.

     "SECURITIES"  means,  collectively,  the Purchased Shares, the Warrants and
     the  Warrant  Shares.

     "SECURITIES  LAWS"  means,  as  applicable,  the  securities  laws,  the
     regulations,  rules,  rulings  and  orders  in  British  Columbia, Alberta,
     Manitoba  and  Ontario,  the  applicable  policy  statements  issued by the
     securities regulators in each of these provinces, and the rules of the TSX.

     "SUBSCRIPTION  AGREEMENT"  means  this  subscription  agreement  and  any
     instrument  amending  this  Subscription  Agreement;  "HEREOF",  "HERETO",
     "HEREUNDER"  and  similar  expressions  mean and refer to this Subscription
     Agreement  and  not  to a particular Article or Section; and the expression


<PAGE>
                                                                              2.


     "ARTICLE"  or  "SECTION"  followed  by  a  number  means  and refers to the
     specified  Article  or  Section  of  this  Subscription  Agreement.

     "SUBSCRIPTION  PRICE" has the meaning ascribed to the term on the face page
     of  this  Subscription  Agreement.

     "TSX" means The Toronto Stock Exchange.

     "UNAUDITED  FINANCIAL  STATEMENTS" means the unaudited financial statements
     of  the  Corporation  as  at  September  30, 2002, and for the periods then
     ended,  as  filed  with  the Canadian securities regulators pursuant to the
     Securities  Laws.

     "UNIT" has the meaning ascribed to the term on the face page hereof.

     "WARRANT" has the meaning ascribed to the term on the face page hereof.

     "WARRANT  SHARES" means the Common Shares issuable upon the exercise of the
     Warrants.

1.2       GENDER  AND  NUMBER

          Words  importing the singular number only shall include the plural and
vice  versa,  words  importing  the  masculine gender shall include the feminine
gender and words importing persons shall include firms and corporations and vice
versa.

1.3       ACCOUNTING  PRINCIPLES

          In  this  Subscription  Agreement,  "GENERALLY  ACCEPTED  ACCOUNTING
PRINCIPLES"  means  the  accounting principles from time to time approved by the
Canadian Institute of Chartered Accountants, or any successor entity, applicable
as  at  the  date  on  which  such  principles  are  applied.

1.4       CURRENCY

          Unless  otherwise  stated,  all dollar amounts herein are expressed in
Canadian  dollars.

1.5       HEADINGS

          The division of this Subscription Agreement into Articles and Sections
and the use of a table of contents and headings are for convenience of reference
only  and  shall  not  affect the interpretation of this Subscription Agreement.

                              ARTICLE 2 - SCHEDULES

2.1       DESCRIPTION  OF  SCHEDULES

          The  following  are the Schedules attached to and incorporated in this
Subscription  Agreement  by  reference  and  deemed  to  be  a  part  hereof:

          Schedule  "A"  -  TSX  Private Placement Questionnaire and Undertaking

          Schedule  "B"  -  Alberta,  British  Columbia  and Ontario Residents -
                            Certificate  of  an  Accredited  Investor

          Schedule  "C"  -  Manitoba  Residents  -  Certificate  of  Purchaser


<PAGE>
                                                                              3.


          Schedule  "D"  -  Acknowledgement  of  Individual  Purchaser

          Schedule  "E"  -  List  of  Convertible  Securities

                ARTICLE 3 - SUBSCRIPTION AND DESCRIPTION OF UNITS

3.1       SUBSCRIPTION  FOR  THE  UNITS

          The  Subscriber  hereby  confirms its irrevocable subscription for and
offer  to  purchase  the Units from the Corporation, on and subject to the terms
and  conditions  set out in this Subscription Agreement and the Warrants for the
Subscription  Price  which  is  payable  as  described  in  Article  4.

3.2       ACCEPTANCE  AND  REJECTION  OF  SUBSCRIPTION  BY  THE  CORPORATION

          The  Subscriber  acknowledges and agrees that the Corporation reserves
the right, in its absolute discretion, to reject this subscription for Units, in
whole  or  in  part, at any time prior to the Closing Time notwithstanding prior
receipt  by  the  Subscriber  of a notice of acceptance of this subscription. If
this  subscription  is  rejected in whole, any cheques or other forms of payment
delivered  to  the  Agent  representing  the Subscription Price will be promptly
returned  to  the Subscriber without interest or deduction. If this subscription
is  accepted  only in part, a cheque representing any refund of the Subscription
Price  for  that portion of the subscription for the Units which is not accepted
will  be  promptly  delivered  to  the Subscriber without interest or deduction.

                               ARTICLE 4 - CLOSING

4.1       CLOSING

          Delivery  and payment of the Subscription Price will be completed (the
"CLOSING")  at  the  offices  of  Fogler,  Rubinoff  LLP,  Toronto, at 2:00 p.m.
(Toronto  time)  or such earlier or later time as agreed between the Corporation
and  the  Agent (the "CLOSING TIME") on December 23, 2002 or such other place or
date  or  time  as  the  Corporation  acting reasonably may decide (the "CLOSING
DATE").  If  by  the  Closing  Time,  the terms and conditions contained in this
Subscription  Agreement  have  been  complied  with  to  the satisfaction of the
Corporation  or  waived  by  it, the Corporation shall deliver to the Subscriber

     (1)  a  certificate  representing  the  Purchased  Shares;

     (2)  a  certificate  representing  the  Warrants;  and

     (3)  an  opinion  of  counsel  in  form  and  content  satisfactory  to the
          Subscriber  which  shall  include  the  following:

          (a)  the  corporate  status  and capital structure of the Corporation;

          (b)  the  enforceability  of  this  Subscription  Agreement  and  the
               Warrants;

          (c)  the  conditional  issue  and  listing  of  the  Purchased Shares;

          (d)  the  conditional  issue  and  listing  of the Warrant Shares; and

          (e)  resale  restrictions  under  Securities  Laws  applicable  to the
               Securities.


<PAGE>
                                                                              4.


          Contemporaneously  therewith, the Subscriber will deliver to or to the
direction of the Corporation, the Subscription Price by certified cheque or bank
draft  and  such other documentation as may be required pursuant to the terms of
this  Subscription  Agreement.  If by the Closing Time, the terms and conditions
contained  in  this Subscription Agreement (other than the documents required to
be  delivered  by the Corporation to the Subscriber as described in section 4.1)
have  not been complied with to the satisfaction of the Corporation or waived by
it,  the  Corporation  will  have no further obligations under this Subscription
Agreement.

4.2       CONDITIONS  OF  CLOSING

          The  Subscriber  acknowledges  and  agrees that the obligations of the
Corporation hereunder are conditional on the accuracy of the representations and
warranties  of the Subscriber contained in this Subscription Agreement as of the
date  of  this  Subscription Agreement, and as of the Closing Time as if made at
and  as  of  the  Closing  Time, and the fulfillment of the following additional
conditions as soon as possible and in any event not later than the Closing Time:

     (1)  payment  by  the  Subscriber  of  the  Subscription Price by certified
          cheque or bank draft in Canadian dollars payable to "BMO Nesbitt Burns
          Inc.";

     (2)  the  Subscriber  having  properly  completed, signed and delivered two
          copies  of  this  Subscription  Agreement  to:

                         BMO  Nesbitt  Burns  Inc.
                         Investment  and  Corporate  Banking
                         1  First  Canadian  Place
                         5th  Floor,  P.O.  Box  150
                         Toronto,  ON  M5X  1H3

                         Attention:  Egizio  Bianchini
                         Fax:  416-359-4459

     (3)  the  Subscriber  having  properly  completed,  signed  and delivered a
          Private Placement Questionnaire and Undertaking to the TSX in the form
          attached  hereto  as  Schedule  "A";  and

     (4)  the  Subscriber  having  properly  completed, signed and delivered the
          following  documents  as  applicable:

          (a)  if  the  Subscriber is a resident of British Columbia, Alberta or
               Ontario,  a  certificate set forth in Schedule "B" evidencing the
               Subscriber's  (or  others for whom the Subscriber is contracting)
               status  as  an  accredited  investor;

          (b)  if  the  Subscriber  is  a  resident of Manitoba, Form 8 attached
               hereto  as  Schedule  "C";  and

          (c)  if  the Subscriber is an individual resident of British Columbia,
               B.C.  Form  45-903F1  attached  hereto  as  Schedule  "D".


<PAGE>
                                                                              5.


4.3       AUTHORIZATION  OF  THE  AGENT

          The Subscriber irrevocably authorizes the Agent, in its discretion, to
act  as  the Subscriber's representative at the Closing, and hereby appoints the
Agent,  with  full  power  of substitution, as its true and lawful attorney with
full  power  and  authority  in  the  Subscriber's  place  and  stead:

     (1)  to  receive  certificates  representing  the  Purchased Shares and the
          Warrants,  to  execute  in the Subscriber's name and on its behalf all
          closing  receipts  and required documents, and to complete and correct
          any  document  relating  to  the  transactions  contemplated  by  this
          Subscription  Agreement  and  the  Agency  Agreement;

     (2)  to  extend  such  time  periods and to waive, in whole or in part, any
          representations,  warranties,  covenants  or  conditions  for  the
          Subscriber's  benefit  contained  in  this Subscription Agreement, the
          Agency  Agreement  or  any  ancillary  or  related  document;

     (3)  to terminate this Subscription Agreement if any condition precedent is
          not  satisfied, in such manner and on such terms and conditions as the
          Agent  in  its  sole  discretion  may  determine;  and

     (4)  without  limiting  the  generality  of  the  foregoing,  to negotiate,
          settle,  execute,  deliver  and  amend  the  Agency  Agreement  and to
          negotiate,  settle  and  amend  the  terms  of  the  Warrants.

              ARTICLE 5 - REPRESENTATIONS, WARRANTIES AND COVENANTS
                               OF THE CORPORATION

          The  Corporation  hereby  represents and warrants to the Subscriber as
follows  and  acknowledges that the Subscriber and the Agent are relying on such
representations  and warranties in connection with the transactions contemplated
herein:

     (1)  The  Corporation  is a corporation duly organized and validly existing
          under  the  laws  of  its jurisdiction of incorporation and is in good
          standing  under  such laws. No proceedings have been instituted or are
          pending  for  the  dissolution  or  liquidation  of  the  Corporation.

     (2)  The  Corporation  has  all  requisite  legal  and  corporate power and
          authority to execute and deliver this Subscription Agreement, to sell,
          issue  and  deliver  the  Securities  and to carry out and perform its
          obligations  under  the  terms  of  this  Subscription Agreement. This
          Subscription  Agreement  constitutes,  and,  once  executed  by  the
          Corporation,  the Securities will constitute, legal, valid and binding
          obligations  of the Corporation enforceable against the Corporation in
          accordance  with  their  terms.

     (3)  The Corporation has taken all corporate and legal action necessary for
          the  due  authorization,  execution and delivery by the Corporation of
          this  Subscription  Agreement,  to sell and issue the Purchased Shares
          and  the  Warrants, and to carry out and perform its obligations under
          the terms of this Subscription Agreement and the Agency Agreement. The
          Corporation has reserved and allotted the Warrant Shares and, upon the
          exercise  of  the Warrants in accordance with their terms, the Warrant
          Shares will be issued and outstanding as fully paid and non-assessable
          Common  Shares.

     (4)  The  authorized  capital  of  the Corporation consists of an unlimited
          number  of  Common  Shares.


<PAGE>
                                                                              6.


     (5)  At  the  close  of  business  on  December 16, 2002, 40,190,878 Common
          Shares  were  outstanding  as  fully  paid  and non-assessable shares.

     (6)  The outstanding Common Shares of the Corporation are listed and posted
          for  trading solely on the TSX. No order ceasing or suspending trading
          in  any  securities  of  the  Corporation  has  been  issued  and  no
          proceedings  for  such purpose are pending or, to the knowledge of the
          Corporation,  threatened. As of the Closing Time, the Purchased Shares
          will  be  listed  and  posted  for  trading  on  the  TSX  subject  to
          satisfaction  of  the  usual  conditions  imposed  by  the  TSX.

     (7)  Mellon  at  its  principal office in the City of Toronto has been duly
          appointed  transfer  agent  and registrar for the Purchased Shares and
          Warrant  Shares.

     (8)  Except  as  disclosed  in Schedule "E", no person, firm or corporation
          has  any  right, agreement or option, present or future, contingent or
          absolute,  or  any  right  or  privilege  capable of becoming a right,
          agreement or option, for the purchase, subscription or issuance of any
          preference shares of the Corporation or any Common Shares or any other
          security  convertible  into  or  exchangeable for preference shares or
          Common  Shares.

     (9)  The  Corporation  is  a  reporting  issuer, or the equivalent thereof,
          under  the  Securities Laws of British Columbia, Alberta, Manitoba and
          Ontario.  The Corporation is not in default in any material respect of
          any  requirement of the Securities Laws of the foregoing jurisdictions
          and  the Corporation is not included on a list of defaulting reporting
          issuers  maintained  by  the  securities  regulators  of  any  of  the
          foregoing  jurisdictions.

     (10) As  of the Closing Time, the Corporation will be a "qualifying issuer"
          under Multilateral Instrument 45-102 - Resale of Securities, such that
          the  Securities  will be subject to a statutory four-month hold period
          in  Canada.

     (11) The  Corporation  is  in  compliance  at  the  date  hereof  with  its
          obligations to make timely disclosure of all material changes relating
          to it and no such disclosure has been made on a confidential basis and
          there  is  no  material  change  relating to the Corporation which has
          occurred  and  with  respect  to  which  the requisite material change
          report  has  not  been  filed.

     (12) The  Audited  Financial  Statements  and  the  Unaudited  Financial
          Statements:

          (a)  have been prepared in accordance with Canadian generally accepted
               accounting principles applied on a basis consistent with those of
               preceding  fiscal  periods;

          (b)  present  fully,  fairly  and correctly, in all material respects,
               the  assets,  liabilities  and  financial  condition  of  the
               Corporation  as  at  the  dates  as of which such statements were
               prepared and the results of its operations and the changes in its
               financial  position  for  the  periods  then  ended;  and

          (c)  contain  and  reflect  adequate  provision  or  allowance for all
               reasonably  anticipated  liabilities,  expenses and losses of the
               Corporation.


<PAGE>
                                                                              7.


     (13) The  execution and delivery of this Subscription Agreement, the Agency
          Agreement  and  the  Warrants, the performance and compliance with the
          terms  hereof  and  thereof  and  the  completion  of the transactions
          described herein and therein by the Corporation will not result in any
          material  breach  of,  or be in conflict with or constitute a material
          default under, or create a state of facts which, after notice or lapse
          of  time,  or both, would constitute a material default under any term
          or  provision  of  the constating documents, by-laws or resolutions of
          the  Corporation,  the  Securities Laws applicable to the Corporation,
          any  material  agreement  to  which the Corporation is a party, or any
          judgment, decree, order, statute, rule or regulation applicable to the
          Corporation.

     (14) The  Corporation  is  not a party to any actions, suits or proceedings
          which could materially affect its business or financial condition nor,
          to  the  knowledge  of the Corporation, are any such actions, suits or
          proceedings  threatened  or  pending.

          ARTICLE 6 - ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND
                          WARRANTIES OF THE SUBSCRIBER

6.1       REPRESENTATIONS  AND  WARRANTIES  OF  THE  SUBSCRIBER

          The  Subscriber, on its own behalf and on behalf of others for whom it
is  contracting,  hereby  represents  and  warrants  to, and covenants with, the
Corporation  as  follows and acknowledges that the Corporation and the Agent are
relying  on  such  representations  and  warranties  in  connection  with  the
transactions  contemplated  herein:

     (1)  The  Subscriber  and  each beneficial purchaser for whom it is acting:
          (i)  is  a  resident  in the province set out on the face page of this
          Subscription  Agreement,  or  (ii)  is  not  a  citizen or resident of
          Canada,  or  a  corporation, partnership or other entity created in or
          organized  under  the  laws  of  Canada  or  any province or territory
          thereof.

     (2)  If  the  Subscriber  is  a  resident  of  British Columbia, Alberta or
          Ontario, the Subscriber has completed and delivered to the Corporation
          the  applicable certificate (dated as of the date hereof) set forth in
          Schedule  "B"  evidencing  the  Subscriber's  (or if the Subscriber is
          acting as agent for a disclosed principal, such disclosed principal's)
          status  as  an  eligible  subscriber.

     (3)  If  the  Subscriber  is  a resident of Manitoba, (i) the Subscriber is
          purchasing  a  sufficient  number  of  Units  such  that the aggregate
          acquisition  cost to the Subscriber is not less than $97,000; and (ii)
          the Subscriber has completed and delivered to the Corporation a Form 8
          attached  hereto  as  Schedule  "C".

     (4)  If  the  Subscriber is an individual resident of British Columbia, the
          Subscriber  has  completed  and delivered to the Corporation B.C. Form
          45-903F1  attached  hereto  as  Schedule  "D".

     (5)  If  the Subscriber, or any beneficial purchaser for whom it is acting,
          is  not  a person resident in Canada, the purchase of the Units by the
          Subscriber,  or  such beneficial purchaser, does not contravene any of
          the applicable securities legislation in the jurisdiction in which the
          Subscriber or such beneficial purchaser resides and does not give rise
          to  any obligation of the Corporation or the Agent to prepare and file
          a  prospectus  or similar document or to register the Securities or to
          be  registered  with  or  to  file  any  report  or  notice  with  any
          governmental  or  regulatory  authority.


<PAGE>
                                                                              8.


     (6)  Neither  the  Subscriber  nor  any beneficial purchaser for whom it is
          acting  will offer or sell the Securities in the United States or to a
          U.S.  Person  unless  an  exemption from the registration requirements
          under the United States Securities Act of 1933 and the securities laws
          of  all  applicable  states  of  the  United  States  is  available.

     (7)  The  Subscriber  has  properly  completed,  executed  and  delivered a
          Private Placement Questionnaire and Undertaking to the TSX in the form
          set  out  in  Schedule  "A".

     (8)  The  execution  and  delivery  of  this  Subscription  Agreement,  the
          performance  and compliance with the terms hereof, the purchase of the
          Units  and  the completion of the transactions described herein by the
          Subscriber  will  not  result  in  any  material  breach  of, or be in
          conflict  with  or  constitute  a  material default under, or create a
          state  of  facts  which, after notice or lapse of time, or both, would
          constitute  a  material  default  under  any  term or provision of the
          constating  documents,  by-laws  or resolutions of the Subscriber, the
          Securities  Laws  or  any other laws applicable to the Subscriber, any
          agreement to which the Subscriber is a party, or any judgment, decree,
          order,  statute,  rule  or  regulation  applicable  to the Subscriber.

     (9)  In  the  case  of  a purchase of the Units by the Subscriber acting as
          trustee  or  agent  (including,  for  greater  certainty,  a portfolio
          manager or comparable adviser) for a principal, the Subscriber is duly
          authorized  to execute and deliver this Subscription Agreement and all
          other  necessary documentation in connection with such subscription on
          behalf  of  each such beneficial purchaser, each of whom is purchasing
          as  principal  for  its  own account, not for the benefit of any other
          person and not with a view to the resale or distribution of the Units,
          and this Subscription Agreement has been duly authorized, executed and
          delivered  by  or  on  behalf  of  and  constitutes a legal, valid and
          binding  agreement of, such principal, and the Subscriber acknowledges
          that  the  Corporation  and/or  the  Agent  may  be required by law to
          disclose  the  identity  of  each  beneficial  purchaser  for whom the
          Subscriber  is  acting.

     (10) In  the  case  of  a purchase of the Units by the Subscriber acting as
          principal,  this  Subscription  Agreement  has  been  duly authorized,
          executed  and delivered by, and constitutes a legal, valid and binding
          agreement  of,  the  Subscriber.

     (11) If  the  Subscriber  is:

          (a)  a corporation, the Subscriber is duly incorporated and is validly
               subsisting  under  the  laws of its jurisdiction of incorporation
               and  has all requisite legal and corporate power and authority to
               execute  and deliver this Subscription Agreement, to purchase the
               Units  as  contemplated  herein  and to carry out and perform its
               obligations  under  the  terms  of  this  Subscription Agreement;

          (b)  a  partnership,  syndicate  or  other  form  of  unincorporated
               organization, the Subscriber has the necessary legal capacity and
               authority  to execute and deliver this Subscription Agreement and
               to  observe  and  perform its covenants and obligations hereunder
               and  has  obtained all necessary approvals in respect thereof; or


<PAGE>
                                                                              9.


          (c)  an  individual, the Subscriber is of the full age of majority and
               is  legally  competent to execute this Subscription Agreement and
               to  observe  and  perform  his  or  her covenants and obligations
               hereunder.

     (12) Other  than  the Agent, there is no person acting or purporting to act
          in  connection  with  the  transactions  contemplated  herein  who  is
          entitled to any brokerage or finder's fee. If any person establishes a
          claim that any fee or other compensation is payable in connection with
          this subscription for the Units, the Subscriber covenants to indemnify
          and  hold  harmless the Corporation and the Agent with respect thereto
          and  with  respect  to  all  costs  reasonably incurred in the defence
          thereof.

     (13) The  Subscriber  is not, with respect to the Corporation or any of its
          affiliates,  a  Control Person or an "insider" as such term is defined
          in  the  Securities  Act  (Ontario).

     (14) The  Subscriber  is neither a person in the United States nor a United
          States  person  (as  such  terms are defined in Regulation S under the
          United  States  Securities Act of 1933, as amended) and the Subscriber
          is  not purchasing the Units for the account or benefit of a person in
          the  United  States  or  a  United  States person or for resale in the
          United States and confirms that the Units have not been offered to the
          Subscriber  in  the United States and that this Subscription Agreement
          has  not  been  signed  in  the  United  States.

6.2       ACKNOWLEDGMENTS  OF  THE  SUBSCRIBER

          The  Subscriber, on its own behalf and on behalf of others for whom it
is  contracting,  acknowledges  and  agrees  as  follows:

     (1)  No  securities commission or similar regulatory authority has reviewed
          or  passed  on  the  merits  of  the  Securities.

     (2)  The  Securities are subject to statutory resale restrictions under the
          Securities  Laws  of  the province in which the Subscriber resides and
          under  other  applicable  securities  laws.

     (3)  The  Subscriber,  and  each  beneficial  purchaser  for  whom  it  is
          contracting  hereunder,  have  been  advised to consult legal advisors
          with  respect  to  trading  in  the Securities and with respect to the
          resale  restrictions  imposed  by  the  Securities  Laws  in which the
          Subscriber  resides  and  other  applicable  securities  laws,  and
          acknowledges  that  no  representation  has  been  made respecting the
          applicable  hold  periods  or  other resale restrictions applicable to
          such  securities,  that  the  Subscriber  (or  others  for  whom it is
          contracting  thereunder)  are  solely  responsible  (and  neither  the
          Corporation  nor  the Agent are in any way responsible) for compliance
          with  applicable  resale restrictions and the Subscriber is aware that
          it (or beneficial purchasers for whom it is contracting hereunder) may
          not  be  able  to  resell  such  securities  except in accordance with
          limited  exemptions  under  the  Securities  Laws and other applicable
          securities  laws.

     (4)  The  certificate  representing  the  Purchased Shares and the Warrants
          will  bear,  and  the certificates representing the Warrant Shares may
          bear, a legend referring to the resale restrictions referred to above.

     (5)  The  Subscriber  has  not received or been provided with a prospectus,
          offering  memorandum,  or  sales  or  advertising  literature  and the
          Subscriber's  decision  to  purchase the Units was not based upon, and
          the  Subscriber  has  not  relied  upon,  any  verbal  or  written


<PAGE>
                                                                             10.


          representations  as to fact made by or on behalf of the Corporation or
          the  Agent.  The Subscriber's decision to purchase the Units was based
          solely  upon  information  about  the  Corporation  which  is publicly
          available (any such information having been obtained by the Subscriber
          without  independent  investigation  or  verification  by  the Agent).

     (6)  The  Agent  and  its  directors,  officers,  employees,  agents  and
          representatives  assumes  no responsibility or liability of any nature
          whatsoever for the accuracy or adequacy of any such publicly available
          information  concerning  the  Corporation  or  as  to  whether  all
          information  concerning  the  Corporation  that  is  required  to  be
          disclosed  or  filed  by the Corporation under the Securities Laws has
          been  so  disclosed  or  filed.

     (7)  No  person  has  made  any  written  or  oral  representations:

          (a)  that  any person will resell or repurchase any of the Securities;

          (b)  that  any person will refund the Subscription Price of the Units;
               or

          (c)  as  to  the  future price or value of the Purchased Shares or any
               other  Securities.

     (8)  The purchase of the Units has not been made through or as a result of,
          and  the  distribution  of  the Units is not being accompanied by, any
          advertisement,  including  in  electronic  display,  or  general
          solicitation.

     (9)  There  are risks associated with the purchase of the Units and with an
          investment  in  the Securities and the Subscriber, and each beneficial
          purchaser  for  whom  it  is  contracting hereunder, is knowledgeable,
          sophisticated and experienced in business and financial matters and is
          capable  of  evaluating  the  merits and risks of an investment in the
          Units  and  other  Securities,  fully  understands  the  terms  of the
          Warrants  and  other Securities, and the restrictions on resale of the
          Securities,  and is able to bear the economic risk of an investment in
          the  Units  and  other  Securities.

     (10) The  Subscriber,  and  each  beneficial  purchaser  for  whom  it  is
          contracting  hereunder,  shall  execute,  deliver,  file and otherwise
          assist  the  Corporation  and  the Agent with filing all documentation
          required  by  the applicable Securities Laws to permit the purchase of
          the  Units  and  the  issuance  and  delivery of the Purchased Shares,
          Warrants  and  Warrant  Shares.

     (11) The  Corporation  is  relying  on an exemption from the requirement to
          provide  the  Subscriber  with  a prospectus under the Securities Laws
          and,  as  a  consequence  of  acquiring  the  Units  pursuant  to such
          exemption,  certain  protections,  rights and remedies provided by the
          Securities  Laws, including statutory rights of rescission or damages,
          will  not  be  available  to  the  Subscriber.

     (12) Neither the Units nor any of the other Securities have been or will be
          registered  under the United States Securities Act of 1933 and none of
          the  Securities  may  be  offered  or  sold in the United States or to
          United States persons unless such Securities are registered under such
          Act  or an exemption from the registration requirements of such Act is
          available.


<PAGE>
                                                                             11.


     (13) The  Subscriber,  and  each  beneficial  purchaser  for  whom  it  is
          contracting  hereunder, is responsible for obtaining such legal advice
          as it considers appropriate in connection with the execution, delivery
          and  performance  of  this Subscription Agreement and the transactions
          contemplated  under  this  Subscription  Agreement.

        ARTICLE 7 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1       SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
          CORPORATION

          The  representations,  warranties  and  covenants  of  the Corporation
contained  in  this  Subscription shall survive the Closing and, notwithstanding
such  Closing  or  any investigation made by or on behalf of the Subscriber with
respect  thereto, shall continue in full force and effect for the benefit of the
Subscriber  and  the  Agent  for  a period of four years after the Closing Date.

7.2       SURVIVAL  OF REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
          SUBSCRIBER

          The  representations,  warranties  and  covenants  of  the  Subscriber
contained  in  this  Subscription  Agreement  shall  survive  the  Closing  and,
notwithstanding  such  Closing  or any investigation made by or on behalf of the
Corporation  or the Agent with respect thereto, shall continue in full force and
effect  for  the  benefit  of the Corporation and the Agent for a period of four
years  after  the  Closing  Date.

                            ARTICLE 8 - MISCELLANEOUS

8.1       FURTHER  ASSURANCES

          Each  of  the  parties  hereto  upon  the request of each of the other
parties  hereto,  whether  before  or after the Closing Time, shall do, execute,
acknowledge  and  deliver  or  cause  to  be  done,  executed,  acknowledged and
delivered  all  such  further  acts,  deeds,  documents, assignments, transfers,
conveyances, powers of attorney and assurances as reasonably may be necessary or
desirable  to  complete  the  transactions  contemplated  herein.

8.2       NOTICES

     (1)  Any  notice, direction or other instrument required or permitted to be
          given  to  any  party  hereto  shall  be  in  writing  and  shall  be
          sufficiently  given  if  delivered  personally,  or  transmitted  by
          facsimile  tested  prior  to  transmission  to such party, as follows:

          (a)  in the case of the Corporation at:

               Apollo  Gold  Corporation
               c/o  Fogler,  Rubinoff  LLP
               Royal  Trust  Tower
               Suite  4400
               77  King  Street  West
               Toronto,  ON  M5K  1G8

               Attention:  Michael  Hobart
               Fax:  416-941-8852


<PAGE>
                                                                             12.


               with  a  copy  to:

               Fogler,  Rubinoff  LLP
               Suite  4400,  P.O.  Box  95
               Royal  Trust  Tower
               Toronto-Dominion  Centre
               Toronto,  ON  M5K  1G8

               Attention:  Avi  Greenspoon
               Fax:  416-941-8852

          (b)  in the case of the Subscriber, at the address specified on the
               face page hereof, with a copy to the Agent at:

               BMO  Nesbitt  Burns  Inc.
               Investment  and  Corporate  Banking
               1  First  Canadian  Place
               5th  Floor,  P.O.  Box  150
               Toronto,  ON  M5X  1H3

               Attention:  Egizio  Bianchini
               Fax:  416-359-4459

     (2)  Any  such  notice,  direction  or  other  instrument,  if  delivered
          personally, shall be deemed to have been given and received on the day
          on which it was delivered, provided that if such day is not a Business
          Day  then the notice, direction or other instrument shall be deemed to
          have  been given and received on the first Business Day next following
          such day and if transmitted by fax, shall be deemed to have been given
          and received on the day of its transmission, provided that if such day
          is  not  a  Business Day or if it is transmitted or received after the
          end  of  normal  business  hours  then  the notice, direction or other
          instrument  shall  be  deemed  to  have been given and received on the
          first  Business  Day  next  following  the  day  of such transmission.

     (3)  Any  party hereto may change its address for service from time to time
          by notice given to each of the other parties hereto in accordance with
          the  foregoing  provisions.

8.3       TIME  OF  THE  ESSENCE

          Time  shall be of the essence of this Subscription Agreement and every
part  thereof.

8.4       COSTS  AND  EXPENSES

          All  costs  and  expenses (including, without limitation, the fees and
disbursements  of  legal  counsel) incurred in connection with this Subscription
Agreement  and  the  transactions herein contemplated shall be paid and borne by
the  party  incurring  such  costs  and  expenses.

8.5       APPLICABLE  LAW

          This  Subscription  Agreement  shall  be  construed  and  enforced  in
accordance with, and the rights of the parties shall be governed by, the laws of
the  Province  of Ontario and the laws of Canada applicable therein. Any and all
disputes  arising  under  this  Subscription  Agreement,  whether  as  to


<PAGE>
interpretation,  performance or otherwise, shall be subject to the non-exclusive
jurisdiction  of  the  courts of the Province of Ontario and each of the parties
hereto  hereby  irrevocably  attorns  to  the jurisdiction of the courts of such
Province.

8.6       ENTIRE  AGREEMENT

          This  Subscription  Agreement,  including  the  Schedules  hereto,
constitutes  the  entire  agreement  between  the  parties  with  respect to the
transactions  contemplated  herein  and  cancels  and  supersedes  any  prior
understandings,  agreements,  negotiations  and discussions between the parties.
There  are  no  representations,  warranties, terms, conditions, undertakings or
collateral agreements or understandings, express or implied, between the parties
hereto other than those expressly set forth in this Subscription Agreement or in
any  such  agreement,  certificate,  affidavit,  statutory  declaration or other
document  as  aforesaid.  This  Subscription  Agreement  may  not  be amended or
modified  in  any  respect  except by written instrument executed by each of the
parties  hereto.

8.7       COUNTERPARTS

          This  Subscription  Agreement  may  be  executed  in  two  or  more
counterparts,  each  of which shall be deemed to be an original and all of which
together  shall constitute one and the same Subscription Agreement. Counterparts
may  be  executed  either  in  original  or faxed form and the parties adopt any
signature  received  by  a  receiving  fax machine as original signatures of the
parties.

8.8       ASSIGNMENT

          This  agreement  may  not  be assigned by either party except with the
prior  written  consent  of  the  other  party.

8.9       ENUREMENT

          This  Subscription  Agreement  shall  enure  to  the benefit of and be
binding  upon  the  parties  hereto  and  their  respective  heirs,  executors,
successors  (including  any successor by reason of the amalgamation or merger of
any  party),  administrators  and  permitted  assigns.

          IN  WITNESS  WHEREOF  the  parties  have  executed  this  Subscription
Agreement  under the hands of their respective proper officers in that behalf as
of  the  date  first  above  written.

                                        APOLLO GOLD CORPORATION


                                        Per: /s/
                                            -------------------------------
                                            Name:
                                            Title:


                                        ___________________________________
                                        Name of Subscriber


                                        By:________________________________
                                           Name:
                                           Title:


<PAGE>