Exhibit 4.8


                             UNIT PURCHASE AGREEMENT

     THIS UNIT PURCHASE  AGREEMENT,  dated  as  of  December 23, 2002, is by and
between  Apollo  Gold  Corporation, a corporation incorporated under the laws of
the  Province  of  Ontario,  Canada (the "Company"), and the party listed on the
                                          -------
signature  page of this Agreement (the "Investor").  It relates to the offer and
                                        --------
sale  (the  "Offering") by the Company to the Investor and certain other persons
             --------
(collectively,  the  "Investors")  of  Units  (the  "Units") each comprising one
                      ---------                      -----
Common  Share in the capital of the Company ("Common Share") and one-half Common
                                              ------------
Share  Purchase  Warrant  ("Warrant").  The  Warrants  shall  be  issuable  in
                            -------
substantially  the  form  to  be agreed upon between the Company and BMO Nesbitt
Burns  Inc.  ("BMO Nesbitt Burns") prior to the Closing Date (as defined below).
               -----------------
The  Company  has  offered  the  Units  in the United States and to citizens and
residents  of  the  United States in reliance upon the exemption from securities
registration  afforded  by  Rule  506  of  Regulation  D  as  promulgated by the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
                                         ---
as  amended  (the  "1933  Act").
                    ---------

NOW,  THEREFORE,  in  consideration  of  the  premises  and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged, the parties agree as follows:

     1.     AGREEMENT  TO  PURCHASE;  CLOSING
            ---------------------------------

     (a)     Subscription  for  Units.  The  Company  hereby agrees to issue and
             -------------------------
sell  to  the Investor, and the Investor agrees to purchase from the Company the
aggregate  principal amount of Units set forth under such Investor's name on the
signature  page  of  this  Agreement.

     (b)     Form  and  Method  of Payment.  The Investor shall pay the purchase
             ------------------------------
price  for  the  Units purchased hereby in United States Dollars by certified or
bank  checks  or  wire  transfers  as follows: BMO Nesbitt Burns Inc., in trust.
Prior  to  the  Closing,  the  Company  shall  provide appropriate wire transfer
instructions  to  the  Investor to enable the Investor to make wire transfers of
the  purchase  price  for  the  purchased  Units.

     (c)     Closing.  The  date  and time of the issuance and sale of the Units
             -------
(the "Closing Date") shall be at 10:00 a.m., New York City Time, on December 23,
      ------------
2002 or at any other mutually agreed date and time.

     (d)     The  Company's  Conditions  Precedent  to  Sale and Issuance of the
             -------------------------------------------------------------------
Units.  The Investor understands that the Company's obligation to sell and issue
-----
the  Units  to  the  Investor  on  the  Closing  Date  is  conditioned  upon:

          (i)     The  accuracy  on  the Closing Date of the representations and
     warranties  of the Investors contained in this Agreement and other, similar
     agreements  as  if  made  on  the  Closing  Date and the performance by the
     Investors  on or before the Closing Date of all covenants and agreements of
     the  Investors  required  to  be  performed  on or before the Closing Date;


<PAGE>
                                                                       Exhibit A
                                                                          Page 2

          (ii)     The  execution  and  delivery  by  the  Investor  of the U.S.
     Purchaser's Letter in the form furnished to the Investors for that purpose,
     filled  out  with  the  information  requested  therein;

          (iii)     All necessary regulatory approvals for the Private Placement
     having  been  obtained;  and

          (iv)     The  execution  and  delivery  by the Investor of the Toronto
     Stock  Exchange  Questionnaire  and Undertaking attached hereto as Annex I.

     (e)     The  Investor's Conditions Precedent to the Sale of the Units.  The
             -------------------------------------------------------------
Company  understands that the Investor's obligation to purchase the Units on the
Closing  Date  is  conditioned  upon:

          (i)     Delivery  by  the  Company  to  the  Investor  of the Units in
     accordance  with  this  Agreement;

          (ii)     Delivery  by any or all of the Investors through the issuance
     of  certified  or  bank  checks in the name of or the wire transfer of good
     funds  to,  BMO  Nesbitt  Burns  as  payment  in  full  for  the  Units;

          (iii)     The  accuracy on the Closing Date of the representations and
     warranties  of  the  Company  contained in this Agreement as if made on the
     Closing  Date  and  the performance by the Company on or before the Closing
     Date  of  all  covenants  and  agreements  of  the  Company  required to be
     performed  on  or before the Closing Date and receipt by the Investors of a
     certificate,  dated the Closing Date, of the Chief Executive Officer or the
     Chief  Financial  Officer  of  the Company confirming such matters and such
     other  matters  as  the  Investors  may  reasonably  request;

          (iv)     Receipt  by the Investor on the Closing Date of an opinion of
     Canadian  counsel,  dated  the  Closing  Date, in form, scope and substance
     reasonably  satisfactory  to  the  Investor;  and

          (v)     All  necessary  regulatory approvals for the Private Placement
     having  been  obtained.

     2.     INVESTOR'S  REPRESENTATIONS  AND  WARRANTIES
            --------------------------------------------

     The Investor represents and warrants to (and makes no other representations
or  warranties  other  than  as  set  forth in this Agreement) and covenants and
agrees with, the Company and any agent acting for the Company in connection with
the  offer  and  sale  of  the  Units  as  follows:

     (a)     Purchase for Investment.  The Investor is purchasing the Units and,
             -----------------------
upon exercise of the Warrants, will acquire the Common Shares issuable upon such
exercise (the "Warrant Shares"), for its own account for investment only and not
               --------------
with  a  view  towards  the public sale or distribution thereof except for sales
that  are  exempt  from  the  registration  requirements  of the 1933 Act and/or
resales  registered  under  the  1933 Act.  The Units, the Common Shares and the


<PAGE>
                                                                       Exhibit A
                                                                          Page 3

Warrant  Shares  are collectively referred to as the "Securities."  The Investor
                                                      ----------
understands  that  its  investment  in  the Securities involves a high degree of
risk.

     (b)     Investors. The Investor is an "accredited investor" as that term is
             ---------
defined in Rule 501(a) of Regulation D under the 1933 Act.

     (c)     Reoffers  and  Resales.  All  subsequent  offers  and  sales of the
             ----------------------
Securities  by  the  Investor  shall  be  made  pursuant  to registration of the
Securities being offered and sold under the 1933 Act or pursuant to an exemption
therefrom.

     (d)     Company Reliance.  The Investor understands that the Securities are
             ----------------
being  offered  to  it  in reliance on specific exemptions from the registration
requirements  of  United  States  federal and state securities laws and that the
Company is relying upon the truth and accuracy of, and the Investor's compliance
with,  the  representations,  warranties,  agreements,  acknowledgments  and
understandings  of  the  Investor  set  forth  herein  in order to determine the
availability  of  such exemptions and the eligibility of the Investor to acquire
the  Securities.

     (e)     Information  Provided.  The Investor and its advisors, if any, have
             ---------------------
been  furnished  with  all  materials  relating  to  the business, finances, and
operations  of  the  Company and materials relating to the offer and sale of the
Securities  that  have  been reasonably requested by the Investor.  The Investor
and its advisors, if any, have been afforded the opportunity to ask questions of
the  management  of  the  Company  and  have  received complete and satisfactory
answers  to  any  such  inquiries.

     (f)     Absence  of  Approvals.  Each Investor understands that no federal,
             ----------------------
state  or  provincial  agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Securities.

     (g)     Purchase  Agreement.  This  Agreement  has  been  duly  and validly
             --------------------
authorized, executed, and delivered on behalf of the Investor and is a valid and
binding agreement of the Investor enforceable in accordance with its terms.

     3.     COMPANY'S  REPRESENTATIONS  AND  WARRANTIES
            -------------------------------------------

     Except  as  set forth in the Company's Disclosure Schedule attached hereto,
the  Company  represents  and  warrants  to,  and covenants and agrees with, the
Investor  and  any agent acting for the Company in connection with the offer and
sale  of  the  Units  that:

     (a)     Organization  and  Authority.  The  Company  is  a corporation duly
             ----------------------------
organized  and  validly  existing  under  the  laws  of the province of Ontario,
Canada,  and  has all requisite corporate power and authority (i) to own, lease,
and  operate its properties and to carry on its business as now being conducted,
and  (ii)  to execute, deliver, and perform its obligations under this Agreement
and  to  consummate  the  transactions contemplated hereby.  The Company is duly
qualified to do business as a foreign corporation and is in good standing in all
jurisdictions  wherein  such  qualification is necessary and where failure so to
qualify  could  have  a  material  adverse  effect  on the business, properties,
operations,  condition  (financial or other), results of operations or prospects
of  the  Company.


<PAGE>
                                                                       Exhibit A
                                                                          Page 4

     (b)     Capitalization.  The  authorized  capital  stock  of  the  Company
             --------------
consists  of  an  unlimited  number  of  common  shares.  Except as set forth in
Schedule  3(b)  and  its obligations to issue Common Shares upon the sale of the
Units  and  the  conversion of the Warrants in connection with the Offering, the
Company  does  not  have outstanding any securities (or obligations to issue any
such  securities)  convertible into, exchangeable for or otherwise entitling the
holders  thereof  to  acquire  Common Shares.  The outstanding Common Shares and
outstanding  options,  warrants,  and other securities to purchase Common Shares
have  been  duly authorized and validly issued.  None of such outstanding Common
Shares,  options, warrants, and other securities has been issued in violation of
the preemptive rights of any security holder of the Company. Except as set forth
on  Disclosure  Schedule  3(b), no holder of any of the Company's securities has
any  rights,  "demand,"  "piggy-back"  or  otherwise,  to  have  such securities
registered.

     (c)     Concerning  the  Securities.  The  Securities  have  been  duly
             ---------------------------
authorized,  the  Common  Shares  and  the  Warrant Shares, when issued upon due
exercise  of  the  Warrants,  will  be  duly  and  validly  issued,  fully paid,
non-assessable, and will not subject the holder thereof to personal liability by
reason  of  being such holder.  There are no preemptive or similar rights of any
security  holder  of  the  Company or any other person to acquire any securities
issued  by the Company.  The Common Stock currently is listed for trading on the
Toronto  Stock  Exchange ("TSX") under the symbol "APG" and, (i) the Company and
                           ---
the  Shares  meet  the  currently  applicable criteria for continued listing and
trading  on  the TSX; (ii)  except as set forth in Disclosure Schedule 3(c), the
Company has not been notified in the last two years by the TSX of any failure or
potential  failure to meet the criteria for continued listing and trading on the
TSX;  (iii) no suspension of trading in the Common Shares is in effect; (iv) the
Company knows of no reason that upon issuance, the Common Shares and the Warrant
Shares  will  not  be  eligible  for listing on the TSX; and (v) the Company has
delivered,  or  will deliver, prior to the Closing Date, to the TSX all required
notices.

     (d)     Purchase  Agreement; Units.  This Agreement and the Units have been
             ---------------------------
duly  and  validly authorized by the Company.  This Agreement and the Units have
been  duly  executed  and  delivered  on behalf of the Company and are valid and
binding  obligations  of  the  Company.

     (e)     Non-contravention.  The execution and delivery of this Agreement by
             -----------------
the  Company  and the issuance by the Company of the Securities, as contemplated
by this Agreement, and completion of the other transactions contemplated in this
Agreement  and  the  Warrants,  do not and will not conflict with or result in a
breach  by  the  Company  of  any of the terms or provisions of, or constitute a
default  or  give rise to any right of termination, cancellation or acceleration
under,  the  corporate  charter or other governing documents of the Company, or,
except  as  has  been  waived,  any  indenture, mortgage, deed of trust or other
agreement or instrument to which the Company is a party or by which it or any of
its  properties or assets are bound or any applicable law, rule or regulation or
any  applicable  decree,  judgment  or  order  of  any  court,  regulatory body,
administrative  agency  or  other governmental body having jurisdiction over the
Company  or  any  of  its  properties  or  assets.

     (f)     Approvals.  No  authorization,  approval  or  consent of any court,
             ---------
governmental body or regulatory agency is required to be obtained by the Company
for  (i)  the issuance and sale of the Units, as contemplated by this Agreement,
and  (ii) the issuance of Warrant Shares upon conversion of the Warrants, except
for the filing of one or more Forms D with respect to the Securities as required


<PAGE>
                                                                       Exhibit A
                                                                          Page 5

under  Regulation  D  under the 1933 Act and the conditional listing approval of
the  TSX.

     (g)     Information  Provided.  All  periodic reports, statements and other
             ---------------------
documents  that  the  Company  has  filed with the Ontario Securities Commission
("OSC")  since January 1, 2002 (collectively, the "Disclosure Documents"), as of
    -                                              --------------------
the  date  on  which  they  were filed did not contain any untrue statement of a
material  fact or omit to state any material fact necessary in order to make the
statements  therein,  in the light of the circumstances in which they were made,
not  misleading.

     (h)     Absence  of Certain Changes.  Except as disclosed in the Disclosure
             ---------------------------
Documents or in press releases, since January 1, 2002 there has been no material
adverse  change and no material adverse development in the business, properties,
operations,  condition  (financial or other), results of operations or prospects
of  the  Company.

     (i)     Absence  of Certain Proceedings.  Except for the notice received by
             -------------------------------
the  Company from the Toronto Stock Exchange regarding its listing status, there
is  no  action, suit or proceeding, before or by any court, public board or body
or  governmental  agency pending or, to the knowledge of the Company, threatened
against the Company and, to the knowledge of the Company, there is no inquiry or
investigation  before  or  by  any  court,  public board or body or governmental
agency  pending  or  threatened against the Company, in any such case wherein an
unfavorable  decision, ruling or finding would have a material adverse effect on
the  properties, business, condition (financial or other), results of operations
or  prospects  of the Company or the transactions contemplated by this Agreement
or  any of the documents contemplated hereby or which would adversely affect the
validity  or  enforceability  of,  or the authority or ability of the Company to
perform  its  obligations  under, this Agreement or any of such other documents.

     (j)     OSC  Filings.  The  Company  has  timely  filed all required forms,
             ------------
reports  and  other  documents  with  the OSC. All such forms, reports and other
documents  complied,  when  filed, in all material respects, with all applicable
requirements  of  the  OSC.

     (k)     No  Solicitation.  No  form  of  general  solicitation  or  general
             ----------------
advertising  was used by the Company or, to the best of its knowledge, any other
person  acting on behalf of the Company, in respect of or in connection with the
offer  and  sale  of  the  Securities  in  the  United States or elsewhere or to
citizens  or  residents  of the United States or elsewhere.  Neither the Company
nor  any person authorized to act on its behalf has sold or offered for sale any
Units,  or  solicited  any  offers  to  buy any Units so as thereby to cause the
issuance or sale of any of the Securities to be in violation of Section 5 of the
1933  Act  or  other  securities laws.  The transactions contemplated hereby are
exempt  from  the  registration requirements of the Securities Act and all other
applicable  securities  laws,  assuming  the accuracy of the representations and
warranties  of  each  of  the  Investors  to  the  extent  relevant  for  such
determination.

     (l)     Financial  Statements;  Contracts.  The financial statements of the
             ---------------------------------
Company  included  in  the Disclosure Documents were prepared in accordance with
Canadian  generally accepted accounting principles, consistently applied, during
the periods involved (except (i) as may be otherwise indicated in such financial
statements  or the notes thereto or in a subsequently filed Disclosure Document,
(ii)  in  the  case  of  unaudited interim statements, to the extent they do not
include  footnotes  or  are  condensed  or  summary statements, or (iii) present


<PAGE>
                                                                       Exhibit A
                                                                          Page 6

accurately  and completely the financial position of the Company as of the dates
thereof  and the results of operations and cash flows for the periods then ended
(subject,  in  the  case of unaudited statements, to normal, immaterial year-end
audit  adjustments).  Neither  the  Company  nor,  to  the best knowledge of the
Company,  any  of  the  other  parties thereto, is in breach or violation of any
contract,  which  breach or violation relates to indebtedness for borrowed money
or  would  have a material adverse effect on the Company's operations taken as a
whole  ("Material  Adverse  Effect").  No  event, occurrence or condition exists
         -------------------------
which,  with  the lapse of time, the giving of notice, or both, or the happening
of  any  further  event  or  condition,  would become a breach or default by the
Company under any contract which breach or default would have a Material Adverse
Effect.

     (m)     Certain  Practices.  Neither the Company, nor any director, officer
             ------------------
and,  to  the best knowledge of the Company, any agent, employee or other person
acting on behalf of the Company has, in the course of his or her actions for, or
on  behalf  of,  the  Company,  used  any  corporate  funds  for  any  unlawful
contribution,  gift,  entertainment  or  other  unlawful  expenses  relating  to
political  activity; made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; violated or is
in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977,
as  amended;  or  made any bribe, rebate, payoff, influence payment, kickback or
other  unlawful  payment  to  any  foreign  or  domestic  government official or
employee.  Without limiting the generality of the foregoing, the Company has not
directly  or  indirectly  made or agreed to make (whether or not said payment is
lawful)  any  payment  to obtain, or with respect to, sales other than usual and
regular  compensation  to  its or their employees and sales representatives with
respect  to  such  sales.

     (n)     Tax  Status.  The  Company  (i)  will  not  be either (A) a foreign
             -----------
personal  holding  company  (an "FPHC") within the meaning of Section 552 of the
Internal Revenue Code of 1986, as amended (the "Code"), (B) a controlled foreign
corporation  (a  "CFC")  within the meaning of Section 957 of the Code, or (C) a
passive foreign investment company (a "PFIC") within the meaning of Section 1297
of  the  Code,  in  each case, for its taxable year ending December 31, 2002 and
(ii)  will  not  likely  become  either  an  FPHC,  a CFC, or a PFIC thereafter.

          4.     CERTAIN  COVENANTS  AND  ACKNOWLEDGMENTS
                 ----------------------------------------

     (a)     Transfer  Restrictions.  The  Investor  acknowledges  that  the
             ----------------------
Securities have not been and are not being registered under the 1933 Act and may
not be transferred in any transaction to which U.S. securities laws apply unless
(i)  subsequently  registered  thereunder or (ii) such Investor has delivered to
the  Company  an opinion of counsel, reasonably satisfactory in form, scope, and
substance  to  the  Company,  to  the  effect  that the Securities to be sold or
transferred  are  being  sold  in  compliance  with  an  exemption  from  such
registration  other than Rule 144 under the 1933 Act or (iii) in compliance with
Rule  144  under  the  1933  Act.   In  addition, the Investor acknowledges that
neither the Company nor any other person is under any obligation to register the
Securities  under the 1933 Act or to comply with the terms and conditions of any
exemption  thereunder.  The  Investor  agrees  to  comply  with  all  applicable
securities  laws,  regulations,  rules  or  orders  or  policies  concerning the
purchasing  and  holding  of  the  Securities  and concerning any resale of such
securities,  including  execution  and  filing of any required private placement
reports.


<PAGE>
                                                                       Exhibit A
                                                                          Page 7

     (b)     Restrictive  Legend.  The Investor acknowledges and agrees that the
             -------------------
certificates  for the Securities shall bear restrictive legends in substantially
the following form or as otherwise required by applicable securities laws (and a
stop-transfer  order may be placed against transfer of the certificates for such
Securities):

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

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

     UNLESS  PERMITTED  UNDER  SECURITIES  LEGISLATION,  THE  HOLDER OF THE
     SECURITIES  SHALL  NOT  TRADE  THE SECURITIES BEFORE THE EXPIRATION OF
     FOUR  MONTHS  AND  ONE  DAY  FROM  THE  DAY  HEREOF.

In addition, the Warrant Shares shall bear a restrictive legend in substantially
the  following form (and a stop-transfer order may be placed against transfer of
the  certificates  for such Warrant Shares) provided that the Warrant Shares are
(i)  listed  on  the  Toronto  Stock  Exchange,  and  (ii)  not freely tradable:

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

     (c)     Authorization  for  Trading;  Reporting  Status.  As  soon  as
             -----------------------------------------------
practicable  after  the  Closing  Date, the Company shall prepare and submit the
final documentation with the TSX with respect to the Warrant Shares and use best


<PAGE>
                                                                       Exhibit A
                                                                          Page 8

efforts to maintain the listing of the Common Shares on the TSX.

     (d)     Use of Proceeds. The proceeds of sale of the Units will be used for
             ---------------
the purposes described in the Private Offering Memorandum.

     (e)     Blue  Sky  Laws.  On  or before the Closing Date, the Company shall
             ---------------
take  such  action  as  shall be necessary to qualify, or to obtain an exemption
from  qualification  for,  the Units to be sold to the Investor pursuant to this
Agreement and the Warrant Shares for issuance to the Investor, under such of the
securities  or  "blue  sky"  laws of jurisdictions as shall be applicable to the
offer  and  sale  of  the  Units  pursuant to this Agreement.  The Company shall
furnish copies of all filings, applications, orders, and grants or confirmations
of  exemptions  relating  to  such securities or "blue sky" laws to the Investor
within five days of filing or receipt thereof, as the case may be.

     (f)     Reservation  of  Common  Shares.  The Company shall take all action
             --------------------------------
necessary so that a number of shares of the authorized but unissued Common Stock
sufficient  to provide for the issuance of all Warrant Shares issuable hereunder
are  at all times reserved by the Company, free from preemptive rights, for such
issuance.

     (g)     Brokers'  or  Finders'  Fees.  Except  as  set forth in the Private
             ----------------------------
Offering  Memorandum, the Company and the Investor represent and warrant to each
other  that  they  have  not incurred any obligation or liability, contingent or
otherwise,  for  brokerage or finders' fees, or agents' commission or other like
payment  in  connection  with  this  Agreement  or the transactions contemplated
hereby.  Each party agrees to indemnify and hold the other parties harmless from
and against any obligation or liability for brokers' or finders' fees or agents'
commissions  or  other like payment based in any way on agreements, arrangements
or  understandings claimed to have been made by such indemnifying party with any
third  party.

     (h)     Transfer  Taxes.  All  stamp, transfer, documentary, sales and use,
             ---------------
value added, registration and other such taxes and fees (including any penalties
and  interest)  incurred  in  connection  with  this  Agreement  or  any  other
transaction  contemplated  hereby  (collectively, the "Transfer Taxes") shall be
paid  by  the  Company,  and  the Company shall, at its own expense, procure any
stock  transfer  stamps  required  by,  and  properly file on a timely basis all
necessary tax returns and other documentation with respect to, any Transfer Tax.

     5.     MISCELLANEOUS
            -------------

     (a)     Governing Law.  This Agreement shall be governed by and interpreted
             -------------
in accordance with the laws of the State of New York.

     (b)     Counterparts.  This  Agreement  may be executed in counterparts and
             -------------
by  the  parties  hereto  on  separate counterparts, all of which together shall
constitute  one  and  the  same  instrument.  A facsimile copy of this Agreement
bearing  a  signature  on behalf of a party hereto shall be legal and binding on
such  party.


<PAGE>
                                                                       Exhibit A
                                                                          Page 9

     (c)     Headings,  etc.  The  headings,  captions  and  footers  of  this
             --------------
Agreement are for convenience of reference and shall not form part of, or affect
the  interpretation  of,  this  Agreement.

     (d)     Severability.  If  any provision of this Agreement shall be invalid
             ------------
or  unenforceable in any jurisdiction, such invalidity or unenforceability shall
not  affect the validity or enforceability of the remainder of this Agreement or
the  validity  or  enforceability  of  this Agreement in any other jurisdiction.

     (e)     Amendments.  No  amendment,  modification,  waiver,  discharge  or
             ----------
termination  of  any provision of this Agreement nor consent to any departure by
the Investor or the Company therefrom shall in any event be effective unless the
same shall be in writing and signed by the party to be charged with enforcement,
and  then  shall  be effective only in the specific instance and for the purpose
for  which given.  No course of dealing between the parties hereto shall operate
as  an  amendment  of  this  Agreement.

     (f)     Waivers.  Failure  of  any  party  to  exercise any right or remedy
             -------
under  this Agreement or otherwise, or delay by a party in exercising such right
or remedy, or any course of dealings between the parties, shall not operate as a
waiver  thereof or an amendment hereof, nor shall any single or partial exercise
of  any  such  right  or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
exercise  of  any  other  right  or  power.

     (g)     Notices.  Any  notices  required or permitted to be given under the
             -------
terms  of  this  Agreement  shall  be  delivered personally (which shall include
telephone line facsimile transmission) or by courier and shall be effective upon
receipt  (or  on  the  next  business  day, if the date of such receipt is not a
business day), if delivered personally or by courier, in the case of the Company
addressed  to  the Company at c/o Fogler, Rubinoff LLP, Royal Trust Tower, Suite
4400,  77  King  Street  West,  Toronto, Ontario, M5K 1G8 or, in the case of the
Investor,  at its address shown on the signature page of this Agreement, or such
other  address  or telephone line facsimile transmission number as a party shall
have  provided  by  notice to the other party in accordance with this provision.
The  Investor  hereby  designates  as  its  address  for  any notice required or
permitted to be given to the Investor pursuant to the Warrants the address shown
on  the  signature  page  of this Agreement, until such Investor shall designate
another  address  for  such  purpose.

     (h)     Survival;  Indemnification.  The  respective  representations,
             ---------------------------
warranties,  covenants, and agreements of the Investor and the Company contained
in  this  Agreement  or  made by or on behalf of them, respectively, pursuant to
this  Agreement  shall  survive  the  delivery  of payment for the Units and the
issuance  of  the  Common Shares, the Warrants and the Warrant Shares, and shall
remain  in  full  force and effect regardless of any investigation made by or on
behalf  of  them or any person controlling or advising any of them.  The Company
agrees  to  indemnify  and hold harmless the Investor and each of the Investor's
officers,  directors,  shareholders,  members,  employees,  partners, agents and
affiliates  (each an "Indemnitee") for loss or damage to the extent arising as a
                      ----------
result  of  or  related  to  (a)  any  breach  by  the  Company  of  any  of its
representations  or  covenants set forth herein or (b) any cause of action, suit
or  claim  brought  or made against any Indemnitee (other than actions, suits or
claims  by  the  Company  for  breach  of this Agreement by any Indemnitee or by
governmental or regulatory authorities) and arising out of or resulting from (i)


<PAGE>
                                                                       Exhibit A
                                                                         Page 10

the  execution,  delivery,  performance  or enforcement of this Agreement or any
other instrument, document or agreement executed pursuant hereto or contemplated
hereby,  (ii)  any  transaction  financed or to be financed in whole or in part,
directly  or  indirectly, with the proceeds of the issuance of the Securities or
(iii)  the  status of Investor as an investor in the Company, provided, however,
                                                              --------  -------
the  Company shall have no obligation to indemnify any such person to the extent
such  loss or damage arises out of or results from a breach by any Indemnitee of
this  Agreement.

     (i)     Entire  Agreement.  This  Agreement  and  the annexes and schedules
             ------------------
attached  hereto set forth the entire agreement between the parties with respect
to  the  subject  matter  hereof  and  supersede  all  prior  agreements  and
understandings,  whether  written  or  oral,  with  respect  thereto.

     (j)     Binding  Nature of Agreement.  This Agreement shall be binding upon
             ----------------------------
and  inure  to the benefit of the parties hereto and their respective successors
and  permitted  assigns.

     (k)     Third-Party  Beneficiaries.  Nothing  in  this  Agreement  shall be
             --------------------------
construed  so  as  to  confer  any  benefit on any person other than the parties
hereto  and  their  respective  successors  and  permitted  assigns.

     (l)     Termination.  The  Company  and  the  Investor  shall each have the
             -----------
right to terminate this Agreement if the Closing Date shall not have occurred on
or  before  January  10,  2003  other  than solely by reason of a breach of this
Agreement  by  such  terminating party.  Any such termination shall be effective
upon the giving of notice thereof by the Company or the Investor, as applicable.
Upon such termination, the terminating party shall have no further obligation to
the other party hereunder and the other party shall remain liable for any breach
of  this  Agreement or the other documents contemplated hereby which occurred on
or  prior  to  the  date  of  such  termination.

     (m)     Further  Assurances.  Each party to this Agreement will perform any
             -------------------
and  all  acts  and execute any and all documents as may be necessary and proper
under  the circumstances in order to accomplish the intents and purposes of this
Agreement  and  to  carry  out  its  provisions.

     (n)     Construction.  The  language  used in this Agreement will be deemed
             -------------
to  be the language chosen by the parties to express their mutual intent, and no
rules of strict construction will be applied against any party.

     (o)     Remedies;  Characterizations.  The  remedies  provided  in  this
             ----------------------------
Agreement  shall  be  cumulative and in addition to all other remedies available
under  this  Agreement,  at  law  or  in  equity (including a decree of specific
performance and/or other injunctive relief), no remedy contained herein shall be
deemed a waiver of compliance with the provisions giving rise to such remedy and
nothing  herein  shall  limit  the  Investor's  right  to actual damages for any
failure  by the Company to comply with the terms of this Agreement.  The Company
covenants  to  the  Investor  that there shall be no characterization concerning
this  instrument  other than as expressly provided herein.  Amounts set forth or
provided  for  herein with respect to payments and the like (and the computation
thereof)  shall  be  the  amounts  to be received by the Investor and shall not,
except  as  expressly provided herein, be subject to any other obligation of the
Company (or the performance thereof).  The Company acknowledges that a breach by
it  of its obligations hereunder will cause irreparable harm to the Investor and


<PAGE>
                                                                       Exhibit A
                                                                         Page 11

that  the  remedy  at  law  for  any such breach may be inadequate.  The Company
therefore agrees that, in the event of any such breach or threatened breach, the
Investor  shall  be entitled, in addition to all other available remedies, to an
injunction  restraining  any  breach,  without the necessity of showing economic
loss  and  without  any  bond  or  other  security  being  required.

     (p)     Reliance.  The Investor and the Company agree that any agent of the
             --------
Company  in  connection  with  the  offer  and sale of the Units may rely on the
representations,  warranties  and  covenants  of  the parties herein as intended
third  party  beneficiaries.

     IN  WITNESS  WHEREOF, this Agreement has been duly executed by the Investor
and the Company by their respective officers thereunto duly authorized as of the
date  set  forth  above.


                                            APOLLO GOLD CORPORATION


                                            By: /s/
                                               ---------------------------------
                                               Name:
                                               Title:

INVESTOR:

Name:________________________________


     By:_____________________________
     Title:__________________________

Address:    _________________________
            _________________________

Telephone:  _________________________
Facsimile:  _________________________

Federal Tax Id. No.:_________________

Number of Units: ___________

Aggregate Principal
Amount of Units: ___________


<PAGE>
                                                                       Exhibit A

                                   SCHEDULE 3B

OUTSTANDING SECURITIES OF APOLLO GOLD CORPORATION CONVERTIBLE INTO, EXCHANGEABLE
   FOR OR OTHERWISE ENTITLING THE HOLDERS THEREOF TO ACQUIRE COMMON SHARES AS AT
                               DECEMBER 17, 2002.

1.  DEBENTURE  WARRANTS - 7,187,500 warrants, each warrant entitling the holders
thereof  to  acquire one post-consolidation common share at a price of U.S.$1.60
per  share  until  March  21,  2004.

2.  COMPENSATION WARRANTS - 718,750 warrants, each warrant entitling the holders
thereof  to purchase one post-consolidation common share at a price of U.S.$1.60
per  share  until  March  21,  2004.

3.  ARRANGEMENT  OPTIONS  - 2,780,412 options, each option entitling the holders
thereof  to  acquire  one common share at a price of U.S.$0.80 per share.  These
options  have  a  term of five years and one-quarter of these options vest every
six months.  These options were issued to key management, officers and directors
of  Apollo  pursuant  to  the  plan  of  arrangement.

4.  BONUS  SHARES - the plan of arrangement for the corporation provided that it
would  issue  up  to  530,000  post  consolidation  common  shares  to  eligible
executives.  The  board  of  directors  of  Apollo  was  charged  with  the
responsibility  of  determining  who  would  be  issued  such  shares.  These
determinations  are  to  be  made  on prescribed performance criteria and may be
issued  up to two years following the effective date of the plan of arrangement.


<PAGE>
                                                                       Exhibit A

                                   SCHEDULE 3C

                         TORONTO STOCK EXCHANGE NOTICES
                    REGARDING CONTINUED LISTING REQUIREMENTS

1.  On  November  26,  2001  the  Toronto Stock Exchange (the "TSX") advised the
Corporation that it was reviewing the Corporation with respect to its compliance
with  the  TSX's  continued  listing requirements.  The original notice required
that  the  Corporation  provide  evidence  of  its compliance with the continued
listing requirements on or before March 26, 2002. This date was extended to June
28,  2002  in  a  second  TSX  notice.  The successful completion of the Plan of
Arrangement has now allowed the Corporation to satisfy the TSX continued listing
requirements.


<PAGE>