EXHIBIT
10.4

       

      25
February 2010

      


      Apollo
Gold Corporation

      5655 S.
Yosemite Street, Suite 200

      Greenwood
Village

      Colorado
80111- 3220

      UNITED
STATES OF AMERICA

      


      
        	
                Attention:
      

              	
                R.
      David Russell

              


      

      


      Dear
Sirs

      


      Deferral
of Scheduled Repayments due 30 Sept 2009, 31 Dec 2009 and funding of the Debt
Service Reserve Account - Consent

      


      We refer
to our Deferral Consents dated 28 September 2009 and 30 December 2009, recent
discussions with APG management and continued Technical Review of the Project.
Unless otherwise defined in this letter, capitalized terms used but not defined
herein shall have the meanings assigned to them in the Project Facility
Agreement dated 20 February 2009 between Apollo Gold Corporation (“APG”), RMB
Australia Holdings Limited, Macquarie Bank Limited (“Financiers”)
and RMB Resources Inc (“Agent”),
as amended, modified or restated (“Project Facility
Agreement”).

      


      Tthe
Financiers and APG agree to:

      
        	
                 
      

              	
                (i)

              	
                Complete
      the Technical review of the Project to the Financiers satisfaction
      including: a) finalization of the new resource model; b) determination of
      appropriate cut-off grades for the open pit and underground resources; c)
      optimization of the Phase 1 open pit and underground mine planning; and d)
      a new life-of-mine-plan and cash flow model;
and

              


      

      
        	
                 
      

              	
                (ii)

              	
                Defer
      the 30 September 2009 and 31 December 2009 Repayment Date and the
      requirement to fund the Debt Service Reserve Account until the earlier of
      (i) the completion of the Technical Review and (ii) 31 March
      2010.

              


      

      


      This
letter is a Transaction Document for the purpose of the Project Facility
Agreement. The terms of the consent can be accepted on or before 5pm (Sydney
time) 26 February 2010 by APG returning a signed copy of this letter to the
Agent.  Except as expressly set out in this letter, nothing in this letter
otherwise constitutes a waiver of the Financiers’ rights under the terms of the
Transaction Documents and the Financiers’ otherwise reserve all of their rights
under the Transaction Documents.

      


      Yours
faithfully

      RMB
Resources Inc.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      

      


      Signed
for

      RMB
Resources Inc.

      by its
authorized officer

      


      
        
          
            
              	
                      sign here

                    	
                      /s/ Richard A. Winters

                    	 
      
	 
      	
                      Authorized
      Officer

                    	 
      
	 
      	 
      	 
      
	
                      Print name

                    	
                      Richard
      A. Winters

                    	 
      
	 
      	 
      	 
      
	
                      Print title

                    	
                      President

                    	 
      


            

          

        

      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Consent
and instruction by the Financiers

      


      Each of
the Financiers, being RMB Australia Holdings Limited and Macquarie Bank Limited,
gives its consent to, and instructs, RMB Resources Inc. (as Agent) to execute
this letter.

      


      Signed
by

      RMB
Australia Holdings Limited

      by:

      


      
        
          
            	
                    sign here

                  	
                    /s/ Arnold Vogel

                  	 
      
	 
      	
                    Authorized
      Officer

                  	 
      
	 
      	 
      	 
      
	
                    Print name

                  	
                    Arnold
      Vogel

                  	 
      
	 
      	 
      	 
      
	
                    Print title

                  	
                    Director
      – RMB Resources

                  	 
      


          

        

      

      


      Signed
for

      Macquarie
Bank Limited

      By its
Attorneys

      


      
        
          	
                  sign here

                	
                  /s/ Katie Choi

                	 
      	
                  sign here

                	
                  /s/ Margot Branson

                
	 
      	
                  Executive
      Director

                	 
      	 
      	
                  Associate
      Director

                
	 
      	 
      	 
      	 
      	 
      
	
                  print name

                	
                  Katie
      Choi

                	 
      	
                  print name

                	
                  Margot
      Branson

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  In
      the presence of

                	 
      	 
      	
                  In
      the presence of

                
	 
      	 
      	 
      	 
      	 
      
	
                  sign here

                	
                  /s/ Jill Pleban

                	 
      	
                  sign here

                	
                  /s/ Jill Pleban

                
	 
      	
                  Witness

                	 
      	 
      	
                  Witness

                
	 
      	 
      	 
      	 
      	 
      
	
                  print name

                	
                  Jill
      Pleban

                	 
      	
                  print name

                	
                  Jill
      Pleban

                


        

      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Acceptance
by the Borrower

      


      The
Borrower accepts the Agent’s consent for a deferral of the 30 September 2009 and
31 December 2009 Schedules Repayments and funding of the Debt Services Reserve
Account on the terms and conditions specified in this letter and acknowledges
that each of the Agent and Financiers has executed this letter in reliance on
the Borrower agreeing the above.

      


      Signed
for

      Apollo
Gold Corporation

      by its
Authorized Signatory:

      


      
        
          	
                  sign here

                	
                  /s/ Melvyn Williams

                	 
      
	 
      	
                  Authorized
      Signatory

                	 
      
	 
      	 
      	 
      
	
                  Print name

                	
                  Melvyn
      Williams

                	 
      
	 
      	 
      	 
      
	
                  Print title

                	
                  CFO
      and Sr. VP Finance and Corp.
Development

                


        

      


      
        
           


        

        
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