Exhibit 4.4

                                                                              D1

                             FORM OF SPECIAL WARRANT

                                                                       NO. W-[X]

THIS  SPECIAL  WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE
NOT  BEEN  REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE  "1933  ACT"),  OR  THE  SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
THIS  SPECIAL  WARRANT  MAY  NOT  BE  EXERCISED IN THE UNITED STATES OR BY OR ON
BEHALF OF A U.S. PERSON UNLESS THE SPECIAL WARRANT AND THE UNDERLYING SECURITIES
HAVE  BEEN  REGISTERED  UNDER  THE  1933  ACT  AND  THE  APPLICABLE  SECURITIES
LEGISLATION  OF  ANY  SUCH  STATE  OR  AN  EXEMPTION  FROM  SUCH  REGISTRATION
REQUIREMENTS  IS AVAILABLE.  "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
REGULATION  S  UNDER  THE  1933  ACT.

UNLESS  PERMITTED  UNDER  SECURITIES  LEGISLATION,  THE  HOLDER  OF THIS SPECIAL
WARRANT SHALL NOT TRADE THE SPECIAL WARRANT BEFORE JANUARY 13, 2003.

                            APOLLO GOLD CORPORATION

                                SPECIAL WARRANT
                                   TO ACQUIRE
                                  COMMON SHARES

THIS  IS  TO  CERTIFY THAT, for value received, <NAME OF REGISTERED HOLDER> (the
"HOLDER") is the registered holder of <NUMBER> warrants (the "SPECIAL WARRANTS")
of  Apollo Gold Corporation (the "CORPORATION") and is thereby entitled, without
payment  of  any  additional  consideration,  to  be  issued  fully  paid  and
non-assessable  common  shares  in  the  capital  of  the  Corporation  ("COMMON
SHARES"),  on  the  basis  of  one  Common  Share for each such Special Warrant,
subject  to  the  limitations  referred  to  herein,  by  surrendering  to  the
Corporation  at  its  principal  office  in Toronto, Ontario during the exercise
period  hereinafter referred to, this Special Warrant Certificate, with a notice
of  exercise  in  the form set forth in Appendix 1 annexed hereto duly completed
and  executed.

Surrender  of  this  Special  Warrant  Certificate  will  be deemed to have been
effected  only  on  personal  delivery  thereof to, or, if sent by mail or other
means  of  transmission,  on  actual  receipt thereof by, the Corporation at the
office  specified  above.

REFERENCE  IS  MADE TO SCHEDULE A ANNEXED HERETO (WHICH SCHEDULE IS INCORPORATED
BY  REFERENCE  HEREIN  AND IS DEEMED TO BE A PART HEREOF) FOR PARTICULARS OF THE
RIGHTS  OF  THE  HOLDERS  OF  THE  SPECIAL WARRANTS OF THE CORPORATION EVIDENCED
HEREBY  AND  OF  THE  TERMS  AND  CONDITIONS UPON WHICH THE SPECIAL WARRANTS ARE
ISSUED  AND HELD, TO ALL OF WHICH THE HOLDER, BY ACCEPTANCE HEREOF, ASSENTS.  TO
THE  EXTENT  OF ANY INCONSISTENCY BETWEEN THE TERMS OF SCHEDULE A ANNEXED HERETO
AND  THE  TERMS  OF  THIS  SPECIAL  WARRANT CERTIFICATE, THE TERMS OF SCHEDULE A
ANNEXED  HERETO  SHALL  PREVAIL.

The  Special  Warrants  evidenced  by  this  Special  Warrant Certificate may be
exercised  by  the  holder until 5:00 p.m. (Toronto time) (the "EXPIRY TIME") on
January 13, 2003, provided that the holder


<PAGE>
                                                                              D2


exercises  not  less  than all of the Special Warrants evidenced by this Special
Warrant  Certificate at the same time and if such Special Warrants have not been
exercised  by the Expiry Time, such Special Warrants, subject to the limitations
referred  to below, will be deemed to have been exercised by the holder (without
any  further  action  on  the part of the holder or the Corporation) immediately
prior  to  the  Expiry  Time.  The  Corporation  will  by the fifth Business Day
following  the  day  on  which  the  Expiry  Time occurs give such notice to the
holders  of  Special Warrants. The Special Warrant Certificate may thereafter be
surrendered in exchange for certificates representing Common Shares to which the
holder  is  entitled.  The  holder of this Special Warrant may not exercise less
than  all of the Special Warrants evidenced by this Special Warrant Certificate.

On and after the date of any exercise or deemed exercise of the Special Warrants
evidenced  by  this  Special Warrant Certificate, the holder will have no rights
hereunder except to receive within five Business Days of such exercise or deemed
exercise  certificates  representing  the  Common  Shares  thereby issued to the
holder  upon surrender of this Special Warrant Certificate to the Corporation at
its  principal  office  in  Toronto,  Ontario.

The Corporation will not be obligated to issue any fraction of a Common Share on
the  exercise  or deemed exercise of the Special Warrants.  To the extent that a
holder  of  a  Special Warrant would otherwise have been entitled to receive, on
the  exercise or deemed exercise of the Special Warrants, a fraction of a Common
Share,  such  right  may  be  exercised  in  respect  of  such  fraction only in
combination  with  other  rights  which  in  the aggregate entitle the holder to
acquire  a  whole  number  of  shares.

THE  SECURITIES  REPRESENTED  HEREBY  HAVE  NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") AND MAY BE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON (AS DEFINED IN REGULATION S
UNDER  THE  U.S.  SECURITIES  ACT)  ONLY  IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION  UNDER  THE  U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAWS  AND  AN  OPINION  OF  COUNSEL  OF RECOGNIZED STANDING OR OTHER EVIDENCE OF
EXEMPTION  REASONABLY  SATISFACTORY TO THE CORPORATION HAS BEEN PROVIDED TO THAT
EFFECT.

Nothing  contained  in  this Special Warrant Certificate shall be constructed as
conferring  upon  the  holder  any  right  or interest whatsoever as a holder of
Common Shares or any other right or interest except as herein provided.

Time will be of the essence hereof.

This  Special  Warrant Certificate shall be governed and construed in accordance
with the laws of the Province of Ontario.

THE  SPECIAL  WARRANTS  AND  THE COMMON SHARES ISSUABLE UPON THE EXERCISE OF THE
SPECIAL  WARRANTS  MAY  BE  SUBJECT  TO  STATUTORY  RESALE  RESTRICTIONS  UNDER
APPLICABLE  SECURITIES  LEGISLATION.  HOLDERS  ARE  ADVISED TO CONSULT THEIR OWN
LEGAL  ADVISORS  IN  THIS  REGARD.

IN  WITNESS  WHEREOF  Apollo  Gold  Corporation  has caused this Special Warrant
Certificate  to  be signed by its officer or other individual duly authorized in
that  behalf  as  of September  13,  2002.

                                          APOLLO GOLD CORPORATION


                                          By:
                                                --------------------------------
                                                Name:
                                                Title:


<PAGE>
                                                                              D3


                                  SCHEDULE "A"

                                    ARTICLE 1
                                 INTERPRETATION
                                 --------------

1.1       DEFINITIONS

          In  these  Terms  and  Conditions,  unless  there  is something in the
subject  matter  or  context  inconsistent  therewith:

"ADJUSTMENT  PERIOD"  has  the  meaning  ascribed  to  the  term in section 4.7;

"AFFILIATE"  shall  have the meaning ascribed to such term in the Securities Act
(Ontario);

"BUSINESS  DAY" means any day that is not a Saturday, Sunday or any other day on
which  the  principal  chartered  banks located in the city of Toronto, Ontario,
Canada  are  not  open  for  business;

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

"COUNSEL" means a barrister or solicitor or a firm of barristers and solicitors;

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

"CORPORATION'S AUDITORS" means Deloitte & Touche LLP, chartered accountants duly
appointed  as  auditors  of  the  Corporation  for  the  time  being;

"CURRENT MARKET PRICE" means the weighted average price per share for the Common
Shares  for  the  20  consecutive trading days ending not more than five trading
days  before  such date on The Toronto Stock Exchange and, for such purpose, the
weighted  average price shall be determined by dividing the aggregate sale price
of  all  such  shares  sold  (in  amounts of at least one board lot) on the said
exchange  or  market  during  the  said 20 consecutive trading days by the total
number  of  such  shares  so  sold.

"DEEMED EXERCISE DATE" means, with respect to the deemed exercise of the Special
Warrants  by the holder thereof pursuant to subsection 4.2(1), the date on which
the  Special  Warrants  are so deemed to have been exercised as provided in such
subsection;

"DIRECTOR" means a director of the Corporation for the time being, and reference
without  more  to  action  by the directors means action by the directors of the
Corporation as a board or, to the extent empowered, by a committee of the board,
in  each  case  by  resolution  duly  passed;

"EXCHANGE RATE" has the meaning ascribed to the term in section 4.7;

"EXERCISE  DATE"  means,  with  respect to the Special Warrants exercised by the
holder  thereof  pursuant  to  subsection  4.1(1),  the day on which the Special
Warrant  Certificate  evidencing  such  Special  Warrants  is surrendered to the
Corporation  in  accordance  with  the  provisions  of  section  4.1;

"EXPIRY  TIME"  means  5:00  p.m.  (Toronto  time)  on  [     ],  2003;

"PERSON" means an individual, corporation, firm, sole proprietorship, syndicate,
joint  venture  trust,  partnership, trustee or unincorporated organization, and
words  importing  persons  have  a  similar  extended  meaning;


<PAGE>
                                                                              D4


"SPECIAL  WARRANTS"  means  the  Special  Warrants  issued by the Corporation to
acquire  Common  Shares  created  and  authorized  for  issuance  hereunder  and
evidenced by this Special Warrant Certificate issued and certified in accordance
with  the provisions hereof and that have not for the time being expired or been
exercised  or  deemed  to  have  been  exercised;

"SPECIAL  WARRANT  CERTIFICATE"  means  the  certificate  evidencing one or more
Special Warrants to which these Terms and Conditions are attached;

"SPECIAL  WARRANTHOLDERS"  or  "HOLDERS"  means  the  persons for the time being
entered  in a register of holders described in section 3.1 as holders of Special
Warrants;

"THESE  TERMS  AND  CONDITIONS",  "HERETO",  "HEREUNDER",  "HEREOF",  "HEREIN",
"HEREBY" and similar expressions mean or refer to these Terms and Conditions and
any  indenture,  deed  or  instrument  supplemental or ancillary hereto, and the
expressions  "ARTICLE",  "SECTION",  "SUBSECTION"  and "PARAGRAPH" followed by a
number  mean  the  specified  Article, section, subsection or paragraph of these
Terms  and  Conditions;

"VOTING SHARES" of any corporation means shares of one or more classes or series
of  a  class of shares in the capital of such corporation carrying voting rights
under  all  circumstances  (and not by reason of the happening of a contingency)
sufficient  if  exercised  to  elect  all  of the directors of such corporation,
provided that such shares will be deemed not to cease to be voting shares solely
by reason of a right to vote for the election of one or more of the directors of
such  corporation  accruing  to  shares of another class or series of a class of
shares  of  such  corporation  by  reason  of  the  happening  of a contingency;

"WRITTEN  ORDER  OF  THE  CORPORATION",  "WRITTEN  REQUEST  OF THE CORPORATION",
"WRITTEN CONSENT OF THE CORPORATION", "WRITTEN DIRECTION OF THE CORPORATION" and
"CERTIFICATE  OF  THE CORPORATION" mean, respectively, a written order, request,
consent,  direction and certificate signed in the name of the Corporation by any
director  or  officer of the Corporation or by any other individual to whom such
signing  authority  is  delegated  by  the  directors from time to time, and may
consist  of  one  or  more  instruments  so  executed.

1.2       WORDS  IMPORTING  THE  SINGULAR

          Words  importing  the  singular  include the plural and vice versa and
words  importing  a  particular  gender  include  all  genders.

1.3       INTERPRETATION  NOT  AFFECTED  BY  HEADINGS,  ETC.

          The  division  of  these Terms and Conditions into Articles, sections,
subsections, paragraphs, subparagraphs, clauses and subclauses, the provision of
a  table  of  contents  and  the  insertion  of  headings are for convenience of
reference  only  and will not affect the construction or interpretation of these
Terms  and  Conditions.

1.4       DAY  NOT  A  BUSINESS  DAY

          If  the  day  on  or  before  which any action that would otherwise be
required  to  be  taken  hereunder  is not a Business Day in the place where the
action  is  required to be taken, that action will be required to be taken on or
before  the  requisite  time  on the next succeeding day that is a Business Day.


<PAGE>
                                                                              D5


1.5       TIME  OF  THE  ESSENCE

          Time  will  be  of  the  essence  in  all  respects in these Terms and
Conditions  and  the  Special  Warrant  Certificates.

1.6       CURRENCY

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

1.7       APPLICABLE  LAW

          These  Terms  and Conditions and the Special Warrant Certificates will
be  construed and enforced in accordance with the laws prevailing in Ontario and
will  be  treated  in  all  respects  as  Ontario  contracts.

                                    ARTICLE 2
                              THE SPECIAL WARRANTS
                              --------------------

2.1       CREATION  AND  ISSUE  OF  SPECIAL  WARRANTS

          The  Special Warrants set forth on the attached certificate, entitling
the  holder  hereof  to  be  issued an equal number of Common Shares (subject to
adjustment as provided herein) on the terms and subject to the conditions herein
provided,  is hereby created and authorized for issuance at a price of $2.20 for
each  Special  Warrant,  paid  for  in  cash.

2.2       TERMS  OF  SPECIAL  WARRANTS

     (1)  Subject  to  subsection  2.2(2)  hereof,  each  Special Warrant issued
          hereunder,  will  entitle  the  holder  thereof,  upon the exercise or
          deemed  exercise  thereof in accordance with the provisions of Article
          4,  and  without payment of any additional consideration, to be issued
          one  (1)  Common  Share.

     (2)  The  number  of  Common Shares issuable on the Exercise Date or Deemed
          Exercise  Date  pursuant to subsection 2.2(1) hereof, will be adjusted
          in  the  events  and  in  the  manner  specified  in  section  4.7.

2.3       FORM  OF  SPECIAL  WARRANT  CERTIFICATES

     (1)  The  Special  Warrant Certificates will be dated as of the date hereof
          (regardless  of  the  actual  dates  of  their  issue), will bear such
          legends  and distinguishing letters and numbers as the Corporation may
          prescribe  and  will  be issuable in any whole number denomination. No
          fractional  Special  Warrants will be issued or otherwise provided for
          hereunder.

     (2)  The  Special  Warrant  Certificates  may  be engraved, lithographed or
          printed  (the  expression "printed" including for purposes hereof both
          original  typewritten  material as well as mimeographed, mechanically,
          photographically,  photostatically  or  electronically  reproduced,
          typewritten  or  other  written  material),  or partly in one form and
          partly  in  another,  as  the  Corporation  may  determine.


<PAGE>
                                                                              D6


2.4       SIGNING  OF  SPECIAL  WARRANT  CERTIFICATES

     (1)  The  Special  Warrant  Certificates  will be signed by any director or
          officer  of  the  Corporation  or by any other individual to whom such
          signing  authority  is  delegated  by the directors from time to time.

     (2)  The  signatures  of  any of the officers or individuals referred to in
          subsection  (1)  may  be  manual signatures, engraved, lithographed or
          printed  in  facsimile  and  Special Warrant Certificates bearing such
          facsimile signatures will be binding on the Corporation as if they had
          been  manually  signed  by  such  officers  or  individuals.

     (3)  Notwithstanding  that  any  person whose manual or facsimile signature
          appears  on  a  Special  Warrant  Certificate as one of the directors,
          officers  or individuals referred to in subsection (1) no longer holds
          the  same  or  any  other  office  with the Corporation at the date of
          issuance  of  any  Special  Warrant  Certificate  or  at  the  date of
          certification  or  delivery  thereof, such Special Warrant Certificate
          will  be  valid  and  binding  on  the  Corporation.

2.5       ISSUE  IN  SUBSTITUTION  FOR  LOST  CERTIFICATES,  ETC.

     (1)  If  any  Special  Warrant  Certificate  becomes  mutilated or is lost,
          destroyed or stolen, the Corporation, subject to applicable law and to
          subsection  (2),  will  issue  and  deliver,  a  new  Special  Warrant
          Certificate  of  like  tenor  as the one mutilated, lost, destroyed or
          stolen  in  exchange  for  and  in  place  of  and  on  surrender  and
          cancellation  of  such  mutilated  certificate  or  in  lieu of and in
          substitution  for  such  lost,  destroyed  or  stolen  certificate.

     (2)  The  applicant  for  the  issue  of  a new Special Warrant Certificate
          pursuant  to  this  section will bear the reasonable cost of the issue
          thereof and in case of loss, destruction or theft will, as a condition
          precedent  to  the  issue  thereof:

          (a)  furnish  to the Corporation such evidence of ownership and of the
               loss,  destruction or theft of the Special Warrant Certificate to
               be  replaced  as  is  satisfactory  to  the  Corporation  in  its
               discretion;

          (b)  if  so  required,  furnish  an  indemnity  in  amount  and  form
               satisfactory  to  the  Corporation  in  its  discretion;  and

          (c)  pay  the  reasonable  charges  of  the  Corporation in connection
               therewith.

2.6       CANCELLATION  OF  SURRENDERED  SPECIAL  WARRANTS

          All  Special  Warrant  Certificates  surrendered  to  the  Corporation
pursuant to sections 2.5, 4.1 or 4.2 will be cancelled by the Corporation.

2.7       SPECIAL  WARRANTHOLDER  NOT  A  SHAREHOLDER

          Nothing in these Terms and Conditions or in the holding of the Special
Warrants  evidenced  by  a  Special  Warrant  Certificate, or otherwise, will be
construed  as  conferring  on  any  Special  Warrantholder any right or interest
whatsoever as a shareholder of the Corporation, including but not limited to any
right to vote at, to receive notice of, or to attend any meeting of shareholders
or  any other proceeding of the Corporation or any right to receive any dividend
or  other  distribution.


<PAGE>
                                                                              D7


                                    ARTICLE 3
                 REGISTRATION AND OWNERSHIP OF SPECIAL WARRANTS
                 ----------------------------------------------

3.1       REGISTRATION  OF  SPECIAL  WARRANTS

     (1)  The  Corporation  will cause to be kept by and at its principal office
          in Toronto, Ontario a register of holders in which shall be entered in
          alphabetical  order  the names and addresses of the holders of Special
          Warrants  and  particulars  of  the  Special  Warrants  held  by them.

     (2)  The  register referred to in subsection 3.1(1), will at all reasonable
          times  be  open  for  inspection  by  any  Special  Warrantholder. The
          Corporation  will from time to time when requested to do so in writing
          by  any  Special  Warrantholder  (upon  payment  of  the Corporation's
          reasonable charges), furnish such Special Warrantholder with a list of
          the names and addresses of holders of Special Warrants entered on such
          register  and showing the number of Special Warrants held by each such
          holder.

     (3)  The Corporation may at any time and from time to time change the place
          at which the register referred to in subsection 3.1(1) is kept. Notice
          of  any such change shall forthwith be given by the Corporation to the
          holders  of  Special  Warrants.

3.2       NON  TRANSFERABILITY  OF  SPECIAL  WARRANTS

     (1)  The Special Warrants evidenced by this Special Warrant Certificate may
          not be transferred by the holder without the expressed written consent
          of  the  Corporation,  which  consent  may  be  unreasonably withheld.

3.3       OWNERSHIP  OF  SPECIAL  WARRANTS

     (1)  The  Corporation  may  deem  and  treat  the  person in whose name the
          Special  Warrants are registered as the absolute owner of such Special
          Warrants  for  all  purposes, and such person will for all purposes of
          these  Terms  and Conditions be and be deemed to be the absolute owner
          thereof,  and  the  Corporation  will not be affected by any notice or
          knowledge to the contrary except as required by statute or by order of
          a  court  of  competent  jurisdiction.

     (2)  The  registered holder of the Special Warrants will be entitled to the
          rights  evidenced thereby free from all equities and rights of set-off
          or  counterclaim  between  the  Corporation  and  the  original or any
          intermediate  holder  thereof and all persons may act accordingly, and
          the delivery to any such registered holder of the Common Shares issued
          on exercise or deemed exercise of such Special Warrants will be a good
          discharge  to the Corporation therefore and, unless the Corporation is
          required  by  statute  or  by  an  order  of  a  court  of  competent
          jurisdiction,  the  Corporation  will not be bound to inquire into the
          title  of  any  such  registered  holder.


<PAGE>
                                                                              D8


                                    ARTICLE 4
                          EXERCISE OF SPECIAL WARRANTS
                          ----------------------------

4.1       EXERCISE

     (1)  Subject  to the limitation set forth in subsection 4.1(2) and provided
          that the holder of the Special Warrants exercises not less than all of
          the  Special Warrants evidenced by this Special Warrant Certificate at
          the  same  time,  holders of Special Warrants may at any time prior to
          the  Expiry  Time  exercise  the  right thereby conferred to be issued
          Common  Shares  by  surrendering  to  the Corporation at its principal
          office  in Toronto, Ontario, or to any other person at any other place
          designated  by  the  Corporation  in  respect of which notice has been
          given  to  the holders of the Special Warrants, during normal business
          hours on a Business Day at such place, the Special Warrant Certificate
          evidencing  such  Special  Warrant, with a duly completed and executed
          notice  of exercise substantially in the form set out in Appendix 1 to
          such  Special  Warrant  Certificate  exercising  all  of  the  Special
          Warrants  evidenced by this Special Warrant Certificate. The holder of
          this Special Warrant Certificate may not exercise less than all of the
          Special  Warrants  evidenced  by  the  Special  Warrant  Certificate.

     (2)  Any  Special  Warrant  Certificate  with a duly completed and executed
          notice  of exercise referred to in subsection 4.1(1) will be deemed to
          have  been  surrendered  only  on personal delivery thereof to, or, if
          sent by mail or other means of transmission, on actual receipt thereof
          by,  the  Corporation or one of the other persons at the office or one
          of  the  other  places  specified  in  subsection  4.1(1).

     (3)  Any notice of exercise referred to in subsection 4.1(1) must be signed
          by  the  Special  Warrantholder,  or  his executors, administrators or
          other legal representatives or his or their attorney duly appointed by
          an  instrument  in  writing  in form and execution satisfactory to the
          Corporation,  acting  reasonably,  and,  if  any Common Shares thereby
          issuable  are  to  be  issued  to  a  person or persons other than the
          Special  Warrantholder, must specify the name or names and the address
          or  addresses  of each such person or persons and the number of Common
          Shares  to  be  issued  to  each  such  person  if more than one is so
          specified.

4.2       DEEMED  EXERCISE

     (1)  If  the  Special  Warrants have not been exercised pursuant to section
          4.1,  such  Special  Warrants will be deemed to have been exercised by
          the  holder  thereof  (without  any further action on the part of such
          holder  or  the  Corporation) immediately prior to the Expiry Time. In
          such  event, the Corporation will, within five business days following
          the Expiry Time, give notice of such deemed exercise to the holders of
          such  Special  Warrants.  Such  notice  shall specify that the Special
          Warrants are deemed to have been exercised automatically in accordance
          with  their  terms  and  will  indicate  the place or places at which,
          pursuant  to  subsection  4.2(2),  Special  Warrant  Certificates  may
          thereafter  be  surrendered  in exchange for certificates representing
          the  Common  Shares  issued  upon  such  deemed  exercise  of  Special
          Warrants.

     (2)  The  holder  of  the  Special  Warrants  deemed to have been exercised
          pursuant to subsection 4.2(1) will have no rights thereunder except to
          receive  certificates representing the Common Shares thereby issued to
          him  upon  surrender  to  the  Corporation  at its principal office in
          Toronto,  Ontario  during  normal  business hours on a Business Day at
          such place,


<PAGE>
                                                                              D9


          of  the  Special  Warrant Certificate evidencing such Special Warrant.
          Any  Special  Warrant  Certificate  will  be  deemed  to  have  been
          surrendered for such purpose only on personal delivery thereof to, or,
          if  sent  by  mail  or  other means of transmission, on actual receipt
          thereof  by,  the  Corporation.

4.3       EFFECT  OF  EXERCISE  OR  DEEMED  EXERCISE

     (1)  Upon  the  exercise of the Special Warrants in accordance with section
          4.1  or upon the deemed exercise of the Special Warrants in accordance
          with section 4.2, the Common Shares thereby issuable will be deemed to
          have been issued, and the person or persons to whom such Common Shares
          are  to  be issued will be deemed to have become the holder or holders
          of  record  thereof, on the Exercise Date or the Deemed Exercise Date,
          as  the  case  may  be,  unless  the transfer registers for the Common
          Shares  are closed on that date, in which case such Common Shares will
          be  deemed  to  have  been  issued  and such person or persons will be
          deemed  to  have become the holder or holders of record thereof on the
          date  on  which  such transfer registers are reopened, but such Common
          Shares  will  be issued on the basis of the number of Common Shares to
          which such person or persons were entitled on the Exercise Date or the
          Deemed  Exercise  Date,  as  the  case  may  be.

     (2)  As soon as practicable and in any event not later than, in the case of
          the  exercise  of the Special Warrants in accordance with section 4.1,
          the  fifth business day on which the transfer registers for the Common
          Shares  have  been  open  after  such  exercise or, in the case of the
          deemed  exercise  of  the  Special Warrants in accordance with section
          4.2,  within five business days after the surrender to the Corporation
          of the Special Warrant Certificate evidencing such Special Warrants in
          accordance  with  subsection  4.2(2), the Corporation will mail to the
          person  or  persons  in  whose name or names the Common Shares thereby
          issued  have been issued, at his or their respective addresses, or, if
          so  specified,  cause to be delivered to such person or persons at the
          place  where  the  Special Warrant Certificate evidencing such Special
          Warrants  was surrendered, certificates representing the Common Shares
          so  issued.

     (3)  If  any Common Shares issuable pursuant to the Special Warrants are to
          be issued to a person or persons other than the Special Warrantholder,
          the  Special Warrantholder must pay to the Corporation an amount equal
          to  all  exigible  transfer taxes or other government charges, and the
          Corporation  will not be required to issue or deliver any certificates
          representing  any  such  Common Shares unless or until such amount has
          been  so  paid  or  the  Special  Warrantholder has established to the
          satisfaction  of the Corporation that such taxes and charges have been
          paid  or  that  no  such  taxes  or  charges  are  owing.


4.4       NO  FRACTIONAL  COMMON  SHARES

          The  Corporation  will  not,  whether  pursuant  to  an  adjustment in
accordance  with  section  4.7 or under any other circumstances, be obligated to
issue  any  fraction  of  a  Common  Share on the exercise or deemed exercise of
Special  Warrants.  To  the  extent  that  a  holder  of  Special Warrants would
otherwise  have  been entitled to receive, on the exercise or deemed exercise of
Special  Warrants,  a fraction of a Common Share, such right may be exercised in
respect  of  such  fraction  only  in combination with other rights which in the
aggregate  entitle  the  holder  to  acquire  a  whole  number  of  shares.


<PAGE>
                                                                             D10


4.5       RECORDING

          The  Corporation  will  record  particulars  of  each  Special Warrant
exercised  or  deemed  to  have  been  exercised which will include the name and
address  of  each person to whom Common Shares are thereby issued, the number of
Common Shares so issued and the Exercise Date or Deemed Exercise Date in respect
thereof.

4.6       SECURITIES  RESTRICTIONS

          No  Common Shares will be issued on exercise or deemed exercise of the
Special  Warrants, if in the opinion of counsel to the Corporation, the issuance
of such Common Shares would constitute a violation of the securities laws of any
applicable  jurisdiction or require the Corporation to qualify the Common Shares
issuable on exercise or deemed exercise of the Special Warrants for distribution
in  any jurisdiction. Without limiting the generality of the preceding sentence,
if  the  Exercise  Date in respect of any Special Warrant occurs before [     ],
2003,  the  certificates representing the Common Shares thereby issued will bear
such  legends as may, in the opinion of counsel to the Corporation, be necessary
or  advisable  in  order  to  avoid  a  violation  of any securities laws of any
province  of  Canada or to comply with the requirements of any stock exchange on
which  the  Common  Shares  are  listed,  provided  that if, at any time, in the
opinion  of  counsel to the Corporation, such legends are no longer necessary or
advisable  in  order to avoid a violation of any such laws, or the holder of any
such  legended  certificate,  at  his  expense,  provides  the  Corporation with
evidence  satisfactory  in  form  and  substance  to  the Corporation (which may
include  an  opinion  of  counsel satisfactory to the Corporation) to the effect
that such holder is entitled to sell or otherwise transfer such Common Shares in
a  transaction in which such legends are not required, such legended certificate
may  thereafter  be surrendered to the Corporation in exchange for a certificate
which  does  not  bear  such  legends.

4.7       ADJUSTMENTS

     (1)  The rights of the holder of the Special Warrants, including the number
          of Common Shares issuable upon the exercise or deemed exercise of such
          Special Warrants, will be adjusted from time to time in the events and
          in  the  manner provided in, and in accordance with the provisions of,
          this  section,  and  for  such  purposes  and as used in this section:

          (a)  "Adjustment  Period"  means  the  period  commencing  on the date
               hereof  and  ending  at  the  Expiry  Time;  and

          (b)  "Exchange  Rate"  means  the  rate  at  which  Common  Shares are
               issuable  upon  the  exercise  or  deemed exercise of any Special
               Warrant,  which  rate,  subject  to adjustment in accordance with
               these  Terms and Conditions, is one Common Share for each Special
               Warrant  as  of  the  date  hereof.

     (2)  The  Exchange Rate in effect at any date will be subject to adjustment
          from  time  to  time if and whenever at any time during the Adjustment
          Period,  the  Corporation  shall  (i)  subdivide  or  redivide  the
          outstanding Common Shares into a greater number of Common Shares, (ii)
          consolidate,  combine  or  reduce the outstanding Common Shares into a
          lesser  number  of  Common  Shares,  or  (iii)  issue Common Shares or
          securities  exchangeable  or  convertible into Common Shares to all or
          substantially  all  of  the holders of Common Shares by way of a stock
          dividend  or  other distribution. In any such event, the Exchange Rate
          will,  on  the  record  date  for  such event or, if no record date is
          fixed,  the  effective date of such event, be adjusted so that it will
          equal  the  rate determined by multiplying the Exchange Rate in effect
          immediately prior to such date by a fraction, of which the


<PAGE>
                                                                             D11


          denominator  shall be the total number of Common Shares outstanding on
          such  date  before  giving  effect  to  such  event,  and of which the
          numerator  shall  be  the total number of Common Shares outstanding on
          such  date  after giving effect to such event. Such adjustment will be
          made  successively  whenever  any  such event shall occur and any such
          issue  of  Common  Shares  or convertible securities by way of a stock
          dividend  is  deemed to have occurred on the record date for the stock
          dividend  for  the  purpose  of  calculating the number of outstanding
          Common  Shares  under  this Subsection 4.7(2). To the extent that this
          Subsection  4.7(2)  has  become  operative  because  of  an  issue  of
          convertible  securities  referred to in clause (iii) above, the number
          of  Common  Shares  obtainable  under  each  Special  Warrant shall be
          readjusted  based  on  the  number  of  Common  Shares  issuable  upon
          conversion or exchange of such exchangeable or convertible securities.

     (3)  If and whenever at any time during the Adjustment Period, there is (i)
          any reclassification of the Common Shares at any time outstanding, any
          change  of  the  Common  Shares into other shares or any other capital
          reorganization  of  the  Corporation  (other  than  as  described  in
          subsection  (2)),  (ii)  any consolidation, amalgamation, arrangement,
          merger  or  other form of business combination of the Corporation with
          or into any other corporation resulting in any reclassification of the
          outstanding  Common  Shares,  or  (iii)  any  sale, lease, exchange or
          transfer  of  the  undertaking  or  assets  of  the  Corporation as an
          entirety  or  substantially  as  an entirety to another corporation or
          entity,  then, in each such event, each holder of the Special Warrants
          which is thereafter exercised or deemed to have been exercised will be
          entitled to receive, and shall accept, in lieu of the number of Common
          Shares  to  which  such  holder  was  theretofore  entitled  upon such
          exercise  or deemed exercise, the kind and number or amount of shares,
          Special  Warrants  or  other  securities or property which such holder
          would  have  been entitled to receive as a result of such event if, on
          the effective date thereof, such holder had been the registered holder
          of  the  number  of Common Shares to which such holder was theretofore
          entitled  upon  such  exercise.  If  necessary as a result of any such
          event,  appropriate adjustments will be made in the application of the
          provisions  set  forth  in this section with respect to the rights and
          interests  thereafter  of  the  holders of Special Warrants to the end
          that  the  provisions  set  forth  in  this  section  will  thereafter
          correspondingly  be  made  applicable,  as nearly as may reasonably be
          possible,  in  the  relation  to  any  shares  or  other securities or
          property  thereafter  deliverable upon the exercise or deemed exercise
          of  the Special Warrants. Any such adjustments will be made by and set
          forth in a certificate or an indenture supplemental hereto approved by
          the  directors of the Corporation and by the Corporation and shall for
          all  purposes  be conclusively deemed to be an appropriate adjustment.

     (4)  If  and  whenever  at  any  time  during  the  Adjustment  Period, the
          Corporation  proposes  to  issue  Common  Shares or rights, options or
          Special Warrants to purchase Common Shares to all or substantially all
          of  the holders of the Common Shares, such shares or rights shall also
          be  offered  to holders of Special Warrants, and such holders shall be
          entitled  to  purchase  that  percentage  of  the  shares or rights so
          offered  calculated  by dividing the aggregate number of Common Shares
          issuable on exercise or deemed exercise of the Special Warrants by the
          sum  of: (i) the number of Common Shares issuable upon the exercise of
          the  Special  Warrants  and (ii) all the Common Shares then issued and
          outstanding.

     (5)  In  any  case  in  which this section shall require that an adjustment
          shall  become  effective  immediately  after  a  record  date  for  or
          effective  date  of  an  event referred to herein, the Corporation may
          defer, until the occurrence and consummation of such event, issuing to
          the  holder  of  any  Special Warrant exercised or deemed to have been
          exercised  after  such


<PAGE>
                                                                             D12


          record  date  or  effective  date  and  before  the  occurrence  and
          consummation  of  such  event  the  additional  Common Shares or other
          securities  or property issuable upon such exercise or deemed exercise
          by reason of the adjustment required by such event, provided, however,
          that  the  Corporation  will  deliver  to  such  holder,  as  soon  as
          reasonably  practicable  after  such  record  date,  an  appropriate
          instrument  evidencing  such holder's right to receive such additional
          Common  Shares or other securities or property upon the occurrence and
          consummation  of  such  event and the right to receive any dividend or
          other  distribution  in  respect  of  such additional Common Shares or
          other  securities  or  property  declared  in favour of the holders of
          record  of Common Shares or of such other securities or property on or
          after  the  Exercise Date or the Deemed Exercise Date, as the case may
          be, or such later date as such holder would, but for the provisions of
          this  subsection,  have become the holder of record of such additional
          Common  Shares  or  of  such  other securities or property pursuant to
          subsection  4.3(1).

     (6)  If the Corporation shall set a record date to determine the holders of
          the  securities  for  the  purpose  of  entitling  them to receive any
          dividend  or  distribution  or any subscription or exercise rights and
          shall,  thereafter and before the distribution to such securityholders
          of any such dividend, distribution or subscription or exercise rights,
          legally abandon its plan to pay or deliver such dividend, distribution
          or  subscription  or exercise rights, then no adjustment in the number
          of  Common  Shares  obtainable  upon  exercise of the Special Warrants
          shall  be  required  by  reason  of  the  setting of such record date.

     (7)  The adjustments provided for in this section are cumulative, shall, in
          the  case  of  any adjustment to the Exchange Rate, be computed to the
          nearest  one  one-hundredth  of a Common Share and will apply (without
          duplication)  to  successive  subdivisions,  consolidations,
          distributions,  issuances  or other events resulting in any adjustment
          under  the  provisions of this section, provided that, notwithstanding
          any  other  provision  of  this section, no adjustment of the Exchange
          Rate  will  be  required  (i)  unless such adjustment would require an
          increase  or  decrease  of  at  least  1% in the Exchange Rate then in
          effect (provided, however, that any adjustment which by reason of this
          subsection  is  not  required  to  be made will be carried forward and
          taken  into  account in any subsequent adjustment), (ii) in respect of
          any  Common  Shares issuable or issued pursuant to any stock option or
          any  stock  option  or  stock  purchase  plan of the Corporation or of
          subsidiaries  of  the  Corporation  or  (iii) in respect of any Common
          Shares  issuable  or  issued  pursuant  to  the  Special  Warrants.

     (8)  If  any  question  arises  with respect to the adjustments provided in
          this  section,  such  question shall be conclusively determined by the
          Corporation's  auditors or, if they are unable or unwilling to act, by
          such firm of chartered accountants as is appointed by the Corporation.
          Such  accountants  shall  have  access to all necessary records of the
          Corporation  and  such  determination  shall  be  binding  upon  the
          Corporation.

     (9)  If  and  whenever  at  any  time  during  the  Adjustment  Period, the
          Corporation  shall take any action affecting or relating to the Common
          Shares,  other than any action described in this section, which in the
          opinion of the directors of the Corporation would adversely affect the
          rights  of  any holders of Special Warrants, the Exchange Rate will be
          adjusted by the directors in such manner, if any, and at such time, as
          the  directors, may in their sole discretion determine to be equitable
          in  the  circumstances  to  such  holders.

     (10) As  a  condition  precedent  to  the  taking of any action which would
          require an adjustment in any of the rights under the Special Warrants,
          the  Corporation  will  take  any  action


<PAGE>
                                                                             D13


          which  may, in the opinion of counsel to the Corporation, be necessary
          in  order that the Corporation, or any successor to the Corporation or
          successor  to  the  undertaking  or assets of the Corporation, will be
          obligated  to  and may validly and legally issue all the Common Shares
          or  other securities or property which the holders of Special Warrants
          would  be  entitled  to  receive  thereafter on the exercise or deemed
          exercise  thereof  in  accordance  with  the  provisions  hereof.

     (11) At  least  ten  days  before  the earlier of the effective date of, or
          record  date  for, any event referred to in this section that requires
          or  might require an adjustment in any of the rights under the Special
          Warrants  or such longer notice period as may be applicable in respect
          of  notices  required to be delivered by the Corporation to holders of
          its  Common  Shares,  the  Corporation will give notice to the Special
          Warrantholders  of  the  particulars  of such event and, to the extent
          determinable,  any  adjustment  required and a description of how such
          adjustment  will  be  calculated. Such notice need only set forth such
          particulars  as have been determined at the date such notice is given.
          If  any  adjustment  for  which  such  notice  is  given  is  not then
          determinable,  promptly  after  such  adjustment  is  determinable the
          Corporation  will  give  notice  to the Special Warrantholders of such
          adjustment.

                                    ARTICLE 5
                                    COVENANTS
                                    ---------

5.1       GENERAL  COVENANTS

     (1)  The  Corporation  represents,  Special  Warrants, covenants and agrees
          with  the  Special  Warrantholders that so long as any Special Warrant
          remains  outstanding  and  may  be  exercised:

          (a)  the  Corporation  is  duly  authorized  to  create  and issue the
               Special  Warrants  and  that  this Special Warrant Certificate be
               valid  and  enforceable  against  the  Corporation;

          (b)  the  Corporation  will  at  all  times  maintain  its  corporate
               existence,  carry  on  and  conduct  its business in a proper and
               business-like  manner,  keep  or cause to be kept proper books of
               account in accordance with generally accepted accounting practice
               and the Corporation will send to Special Warrantholders copies of
               all  financial  statements furnished to its shareholders prior to
               the  Expiry  Time;

          (c)  the  Corporation  will reserve for the purpose and keep available
               sufficient  unissued  or  created  Common  Shares to enable it to
               satisfy its obligations on the exercise or deemed exercise of the
               Special  Warrants;

          (d)  the  Corporation  will  cause the Common Shares from time to time
               issued pursuant to the exercise or deemed exercise of the Special
               Warrants,  and  the certificates representing such Common Shares,
               to  be  duly  issued and delivered in accordance with the Special
               Warrants  and  the  terms  hereof;

          (e)  all  Common  Shares  that  are  issued  or created on exercise or
               deemed  exercise  of  the Special Warrants will be fully paid and
               non-assessable;

          (f)  the  Corporation will keep open on Business Days the registers of
               holders  referred  to in section 3.1 and will not take any action
               or  omit  to  take  any  action  which


<PAGE>
                                                                             D14


               would  have  the  effect of preventing the Special Warrantholders
               from  exercising  any of the Special Warrants or receiving any of
               the  Common  Shares  upon  such  exercise;

          (g)  the  Corporation  will  make  all requisite filings in connection
               with the exercise of the Special Warrants and issue of the Common
               Shares;  and

          (h)  generally,  the Corporation will well and truly perform and carry
               out  all  acts  and  things to be done by it as provided in these
               Terms  and  Conditions.

                                    ARTICLE 6
                                   ENFORCEMENT
                                   -----------

6.1       SUITS  BY  SPECIAL  WARRANTHOLDERS

          All  or  any of the rights conferred upon any Special Warrantholder by
these  Terms  and Conditions or the Special Warrant Certificates may be enforced
by  a  Special  Warrantholder  by  appropriate  proceedings.

6.2       IMMUNITY  OF  SHAREHOLDERS,  ETC.

          By  the  acceptance of the Special Warrant Certificates and as part of
the  consideration  for  the  issue  of  the  Special  Warrants,  the  Special
Warrantholders,  hereby  waive  and release any right, cause of action or remedy
now or hereafter existing in any jurisdiction against any person in his capacity
as  an  incorporator  or  any  past,  present  or  future  shareholder  or other
securityholder,  director, officer, employee or agent of the Corporation for the
creation  and  issue  of the Common Shares pursuant to any Special Warrant or on
any covenant, agreement, representation or warranty by the Corporation herein or
in  the  Special  Warrant  Certificates.

6.3       LIMITATION  OF  LIABILITY

          The  obligations  hereunder are not personally binding upon, nor shall
resort  hereunder be had to, the directors or shareholders of the Corporation or
any  of the past, present or future directors or shareholders of the Corporation
or  any  of  the  past,  present  or future officers, employees or agents of the
Corporation,  but only the property of the Corporation shall be bound in respect
hereof.

                                    ARTICLE 7
                             SUCCESSOR CORPORATIONS
                             ----------------------

7.1       SUCCESSOR  CORPORATIONS

          In the case of the consolidation, amalgamation, arrangement, merger or
transfer  of  the  undertaking  or  assets of the Corporation as an entirety, or
substantially  as an entirety, to another corporation, the successor corporation
resulting from such consolidation, amalgamation, arrangement, merger or transfer
(if  not the Corporation) will be bound by the provisions hereof and for the due
and  punctual  performance  and  observance  of  each  and  every  covenant  and
obligation  contained  in  these  Terms  and  Conditions  to be performed by the
Corporation.


<PAGE>
                                                                             D15


                                    ARTICLE 8
                                     GENERAL
                                     -------

8.1       NOTICE  TO  THE  CORPORATION

     (1)  Unless  herein  otherwise  expressly  provided,  a  notice to be given
          hereunder  to the Corporation will be validly given if delivered or if
          sent  by  registered  letter, postage prepaid, or if sent by facsimile
          transmission  (receipt  of such transmission is confirmed in writing),
          to:

          Apollo Gold Corporation
          175 Bloor Street East
          North Tower, Suite 710
          Toronto, Ontario
          M4W 3R8
          Attention: Chief Financial Officer
          Facsimile: 416-972-0091

          and  any such notice, 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 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 shall be deemed
          to  have  been  given  and  received  on  the  first Business Day next
          following  the day of such transmission and if mailed, shall be deemed
          to  be  given and received on the fifth Business Day following the day
          of  the  mailing  of  the  notice.

     (2)  The  Corporation  may from time to time notify the other in the manner
          provided  in  subsection  (1)  of  a change of address which, from the
          effective  date  of such notice and until changed by like notice, will
          be  the address of the Corporation for all purposes of these Terms and
          Conditions.

     (3)  If,  by  reason of a strike, lockout or other work stoppage, actual or
          threatened,  involving Canadian postal employees, a notice to be given
          to  the  Corporation hereunder could reasonably be considered unlikely
          to  reach  or  likely  to  be delayed in reaching its destination, the
          notice  will  be  valid  and  effective  only if it is delivered to an
          officer of the party to which it is addressed or if it is delivered to
          such  party  at  the appropriate address provided in subsection (1) by
          confirmed  facsimile  transmission.

8.2       NOTICE  TO  SPECIAL  WARRANTHOLDERS

     (1)  Unless  herein  otherwise  expressly  provided,  a  notice to be given
          hereunder to Special Warrantholders will be deemed to be validly given
          if  the  notice  is  sent  by  ordinary  surface  or air mail, postage
          prepaid,  addressed  to the Special Warrantholders or delivered (or so
          mailed to certain Special Warrantholders and so delivered to the other
          Special Warrantholders) at their respective addresses appearing on any
          of  the  registers  of  holders  described  in  section 3.1, provided,
          however,  that  if,  by  reason  of  a  strike,  lockout or other work
          stoppage,  actual  or threatened, involving Canadian postal employers,
          the  notice could reasonably be considered unlikely to reach or likely
          to  be  delayed  in reaching its destination, the notice will be valid
          and  effective  only  if  it  is  so  delivered  or  is  given  by


<PAGE>
                                                                             D16


          publication  twice  in  the Report on Business section in the national
          edition  of  The  Globe  and  Mail  newspaper.

     (2)  A  notice so given by mail or so delivered will be deemed to have been
          given on the fifth business day after it has been mailed or on the day
          which it has been delivered, as the case may be, and a notice so given
          by  publication  will be deemed to have been given on the day on which
          it  has been published as required. In determining under any provision
          hereof the date when notice of a meeting or other event must be given,
          the date of giving notice will be included and the date of the meeting
          or  other  event  will  be  excluded.  Accidental error or omission in
          giving  notice  or  accidental  failure  to mail notice to any Special
          Warrantholder  will  not  invalidate  any action or proceeding founded
          thereon.

8.3       SOLE  BENEFIT  OF  PARTIES  AND  SPECIAL  WARRANTHOLDERS

          Nothing  in  these  Terms  and  Conditions  or  the  Special  Warrant
Certificates,  expressed  or  implied,  will give or be construed to give to any
person  other  than the Corporation and the Special Warrantholders, any legal or
equitable right, remedy or claim under these Terms and Conditions or the Special
Warrant  Certificates,  or  under  any  covenant  or provision herein or therein
contained,  all  such covenants and provisions being for the sole benefit of the
Special  Warrantholders.

8.4       DISCRETION  OF  DIRECTORS

          Any  matter  provided herein to be determined by the directors will be
determined  by  the directors of the Corporation in their sole discretion, and a
determination  so  made  will  be  conclusive.


<PAGE>
                                                                             D17


                                   APPENDIX 1
                                   ----------
                               NOTICE OF EXERCISE

To:       APOLLO GOLD CORPORATION (the "Company")

The  undersigned  holder  of the Special Warrant evidenced by the within Special
Warrant Certificate hereby exercises its right to be issued Common Shares of the
Company  (or  such  other securities or property to which such exercise entitles
him  in  lieu thereof or in addition thereto under the provisions of the Special
Warrant Certificate to which this Notice is appended) that are issuable upon the
exercise of such Special Warrant, on the terms specified in such Special Warrant
Certificate.

The undersigned hereby represents and Special Warrants to the Company as follows
(check  one):


          (i)  the  undersigned  is not a U.S. person and the Special Warrant is
------         not  being  exercised  within the United States or on behalf of a
               U.S.  person;  or

          (ii) the  undersigned  was a U.S. person at the time of acquisition of
------         the  Special  Warrant  directly  from the Company and each of the
               representations and Special Warranties made by the undersigned in
               the  Subscription  Agreement  between  the  undersigned  and  the
               Company,  pursuant  to which the undersigned acquired the Special
               Warrant,  is  true  and  correct  as  of  the  date  hereof;  or

         (iii) the undersigned has delivered herewith to the Company a written
               opinion of counsel to the effect that the exercise of the Special
               Warrant  by  the undersigned is not subject to registration under
               the Securities Act of 1933, as amended, or the securities laws of
               any  state  of  the  United  States.

"United  States"  and  "U.S.  person"  are  as defined by Regulation S under the
United States Securities Act of 1933, as amended.

The  undersigned  hereby acknowledges that it is aware that if the said right is
being  exercised  before  [     ],  2003, the Common Shares received on
exercise  may  be  subject to restrictions on resale under applicable securities
legislation.

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

                                                           Number(s)of
         Name(s)in Full          Address(es)              Common Shares
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------


<PAGE>
                                                                             D18


(Please  print  full  name  in  which  certificates  for Common Shares are to be
issued.  If  any  securities  are to be issued to a person or persons other than
the  holder,  the holder must pay to the Corporation all exigible transfer taxes
or  other  government  charges  and  sign  the  Form  of  Transfer.)

DATED this _____ day of ________________ 2003.


                                       )
                                       )
                                       )
                                       )
                                       ) ---------------------------------------
Witness                                ) Signature of Registered Holder
                                       )
                                       )
                                         ---------------------------------------
                                         Name of Registered Holder


NOTE:     The  name  of the Registered Holder on this Notice of Exercise must be
the  same  as  the  name  appearing  on  the  face  page  of the Special Warrant
Certificate to which this Appendix is attached.

     Please  check  if  the Common Share certificates are to be delivered at the
office where this Special Warrant Certificate is surrendered, failing which such
certificates  will  be  mailed.

Certificates  will  be  delivered or mailed within 3 business days after the due
surrender of the Special Warrant Certificate to which this Appendix is attached.


<PAGE>
                                                                              E1


                                  SCHEDULE "E"
                         LIST OF CONVERTIBLE SECURITIES

OUTSTANDING SECURITIES OF APOLLO GOLD CORPORATION CONVERTIBLE INTO, EXCHANGEABLE
   FOR OR OTHERWISE ENTITLING THE HOLDERS THEREOF TO ACQUIRE COMMON SHARES AS AT
                                AUGUST 27, 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 US$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 US$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 US$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  or  are  issuable 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  determing  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.


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