EXHIBIT
10.1

    


    SECOND
AMENDING AGREEMENT

    


    Second
amending agreement (the "Second
Amending Agreement") dated February 23, 2010 between RAB Special
Situations (Master) Fund Limited ("RAB") and Apollo Gold
Corporation ("Apollo").

    


    RECITALS:

    


    WHEREAS RAB and Apollo entered
into a subscription agreement (the "Subscription Agreement") dated
February 19, 2007 in which RAB subscribed for and purchased US$4,290,000
principal amount of unsecured convertible debentures (the "Debentures").  Each
US$1,000 principal amount of the Debentures was convertible, at the option of
the holder before the Debentures mature, into 2,000 common shares of Apollo and
such Debentures were accompanied by 2,000 common share purchase warrants (the
"Debenture
Warrants");

    


    AND WHEREAS on February 23,
2007, Apollo issued to RAB debenture certificate number 2007-1 representing
US$4,290,000 principal amount of the Debentures and warrant certificate number
2007-01-01 representing 8,580,000 Debenture Warrants;

    


    AND WHEREAS RAB and Apollo
entered into an amending agreement on February 16, 2009 (the "First Amending Agreement")
amending the terms of the Debentures and the Debenture Warrants;

    


    AND WHEREAS pursuant to the
terms of the First Amending Agreement, the Debentures were amended, inter alia, by extending the
Maturity of the Debentures to February 23, 2010;

    


    AND WHEREAS pursuant to the
terms of the First Amending Agreement, the Debenture Warrants were amended,
inter alia, by
extending the Expiry Date of the Debenture Warrants to March 5, 2010 and by
reducing the Exercise Price of the Debenture Warrants from US$0.50 to
US$0.25;

    


    AND WHEREAS RAB and Apollo
wish to further amend the Debentures and the Debenture Warrants as provided for
in this Second Amending Agreement.

    


    NOW THEREFORE in consideration
of the above and the mutual agreements contained in this Second Amending
Agreement (the receipt and adequacy of which are hereby acknowledged), the
parties agree as follows:

    


    
      	
              Section
      1. 

            	
              Defined
      Terms

            


    

    


    Capitalized
terms used in this Second Amending Agreement that are not defined herein shall
have the meanings ascribed to such terms in the Debentures or Debenture
Warrants, as the case may be.

    


    
      	
              Section
      2.

            	
              Amendments
      to the Debentures

            


    

    


    The
Debentures are hereby amended as follows:

    


    
      	
               
      

            	
              (a)

            	
              The
      definition of "Change of
      Control of the Corporation" as set out in Section 1.1 of the
      Debentures is hereby deleted and replaced with the
    following:

            


    

     

    "Change of Control of the
Corporation" means (i) where any person, including a group acting jointly
or in concert, acquires or becomes the beneficial owner of, or a combination of
persons acting jointly or in concert acquire or become the beneficial owner of,
either directly or indirectly, more than fifty (50) percent of the voting
securities of the Corporation, whether through the acquisition of previously
issued and outstanding voting securities, or voting securities that have not
been previously issued, or any combination thereof, or any other transaction
having a similar effect and (ii) where such acquisition of the voting securities
of the Corporation is at an effective purchase price of US$0.50 or higher,
payable in cash and/or securities of the acquirer, with such effective purchase
price to be determined on the date such acquisition is first publicly
announced.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (b)

            	
              The
      definition of "Maturity
      Date" as set out in Section 1.1 of the Debentures is hereby deleted
      and replaced with the following:

            


    

     

    "Maturity Date" means August
23, 2010.

    


    
      	
               
      

            	
              (c)

            	
              The
      definition of "Maturity
      Date" as set out in Section 2.1(a) of the Debentures is hereby
      amended so that February 23, 2010 now becomes August 23,
    2010.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Section
      3.1(b) of the Debentures is hereby deleted and replaced with the
      following:

            


    

     

    
      	
               
      

            	
              3.1(b)

            	
              1.5%
      per month for the final 24 months prior to the Maturity Date (18% per
      annum simple interest not compounded), in like money at the said place,
      calculated and payable yearly in arrears (less any tax required by law to
      be deducted) with the payment due on August 23,
  2010.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Section
      3.1(c) of the Debentures is hereby deleted and replaced with the
      following:

            


    

     

    
      	
               
      

            	
              3.1(c)

            	
              On
      February 23, 2010, the Corporation shall repay US$772,200 in accrued
      interest (the "Accrued
      Interest") to the Holder and the Corporation shall have the option
      to repay by way of cash or common shares of the Corporation.  If
      the Corporation elects to pay the Accrued Interest by issuing common
      shares of the Corporation (the "Interest Conversion
      Shares") to the Holder, (i) the number of Interest Conversion
      Shares to be issued shall be determined by dividing the amount of the
      Accrued Interest by the U.S. Dollar Equivalent of the five-day volume
      weighted average price of the common shares of the Corporation as traded
      on the Toronto Stock Exchange as measured for the five day period ending
      February 23, 2010; and (ii) the Corporation shall issue such shares as
      promptly as reasonably practicable following the date hereof upon receipt
      of all necessary regulatory
approvals.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Section
      5.1 of the Debentures is hereby deleted and replaced with the
      following:

            


    

     

    
      	
               
      

            	
              5.1

            	
              The
      Holder may, at its election, upon surrender (either in person, by mail
      (postage `prepaid) or other means of delivery) of this Debenture along
      with a completed a notice of conversion (the "Conversion Notice") in
      the form attached hereto as Schedule "A" at the principal
      office of the Corporation in the city of Greenwood Village, Colorado at
      any time prior to the close of business on August 23, 2010, convert the
      Principal Sum, in whole or in part, into fully paid and non-assessable
      Common Shares, as presently constituted (without adjustment for dividends
      on Common Shares issuable upon conversion).  The Debenture may
      be converted on or prior to the Maturity Date, or in the event that the
      Principal Sum is not repaid on the Maturity Date, at any time until such
      date that the Principal Sum is repaid, at a conversion price of US$0.50
      per Common Share (as adjusted for share splits, share consolidations and
      other similar events) (the "Conversion Price"),
      being a rate of 2,000 Common Shares per US$1,000 principal amount of
      Debentures.  If the Holder elects to convert the Principal Sum,
      or any portion thereof, the Holder may also, at its election, concurrently
      convert any accrued but unpaid interest at that time outstanding in
      respect of such Principal Sum into Common Shares at the Conversion
      Price.  The endorsement of the Conversion Notice by the Holder
      and the surrender of the Debenture shall be deemed to constitute a
      contract between the Holder and the Corporation whereby (i) the Holder
      subscribes for the number of Common Shares which he shall be entitled to
      receive upon such conversion, (ii) the Holder releases the Corporation
      from all liability thereon or from all liability with respect to the
      portion of the principal amount and corresponding accrued interest, if
      applicable, thereof to be converted, as the case may be, and (iii) the
      Corporation agrees that the surrender of the Debenture for conversion
      constitutes full payment of the subscription price for the Common Shares
      issuable on such conversion and to the extent
  thereof.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    As
promptly as possible after receipt of the Conversion Notice and the Debenture
but subject to Section 5.3 hereto, the Corporation shall issue or cause to be
issued and deliver or cause to be delivered to the Holder a certificate or
certificates in the name or names of the person or persons specified in the
Conversion Notice for the number of Common Shares deliverable upon the
conversion of the Debenture. Upon completion of the conversion transaction, the
rights of the Holder to receive, in respect of the amount hereof so converted,
the Principal Sum and interest thereon, shall cease and the Holder or the other
person or persons in whose name or names any certificate or certificates for
Common Shares shall be deliverable upon such conversion shall be deemed to have
become on such date the holder or holders of record of such Common Shares
represented thereby.

    


    Any part,
being $1,000 or an integral multiple thereof, of a Debenture of a denomination
in excess of $1,000 may be converted as provided herein and all references
herein to the  conversion of the Debenture shall be deemed to include
conversion of such parts.  If the Holder converts only part of the
Principal Sum, upon the exercise of his right of conversion, the Holder shall
surrender such Debenture to the Corporation, and the Corporation shall cancel
the same and shall, without charge, forthwith certify and deliver to the Holder
a new Debenture or Debentures in an aggregate principal amount equal to the
unconverted part of the Principal Sum of the Debenture so
surrendered.

    


    
      	
               
      

            	
              (g)

            	
              Section
      5.2 of the Debentures is hereby deleted and replaced with the
      following:

            


    

     

    
      	
               
      

            	
              5.2

            	
              Subject
      to the restrictions set forth in Section 5.3 hereto, the Corporation shall
      have the right to force the Holder to convert the Principal Sum into
      Common Shares (a "Forced
      Conversion") under the terms described in Section 5.1
      if:

            


    

    


    
      	
               
      

            	
              (a)

            	
              at
      any time after September 24, 2007, but prior to the Maturity Date, in the
      event that the 20 day weighted average trading price of the Common Shares
      on the AMEX (or if the Common Shares are not listed on the AMEX, the TSX,
      or if the Common Shares are not listed on the TSX, any other exchange on
      which the Common Shares are then listed) equals or exceeds US$0.90 per
      share (as adjusted for share splits, share consolidations and other
      similar events); or

            


    

    


    (b)           there
is a Change of Control of the Corporation.

    


    In order
to initiate a Forced Conversion, the Corporation must provide the Holder with
written notice (the "Forced
Conversion Notice") 60 days prior to the effective date (the "Forced Conversion Date") of
the Forced Conversion.

    


    In the
event of a Forced Conversion, the Corporation will be required to pay any
interest that would have accrued from the Forced Conversion Date to the Maturity
Date, notwithstanding any early repayment of such interest.

    


    Notwithstanding
the foregoing, the Corporation may not implement a Forced Conversion unless the
Common Shares issuable upon conversion may be freely resold by the Holder, as a
selling shareholder and not as an underwriter, under an effective registration
statement filed with the Securities and Exchange Commission and legal counsel to
the Corporation has delivered an opinion letter to the Holder and the
Corporation's transfer agent that the Common Shares issuable upon conversion may
be sold in the United States under the registration statement or pursuant to an
exemption without volume limitations or restriction.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (h)

            	
              Schedule
      "A" of the
      Debentures is hereby deleted and replaced with the form attached hereto as
      Schedule "A".

            


    

     

    
      	
               
      

            	
              (i)

            	
              Except
      as expressly amended hereby, the Debentures are in all respects ratified
      and confirmed and all the terms, conditions and provisions thereof shall
      remain in full force and effect.

            


    

     

    
      	
              Section
      3.

            	
              Amendments
      to the Debenture Warrants

            


    

    


    The
Debenture Warrants are hereby amended as follows:

    


    
      	
               
      

            	
              (a)

            	
              The
      definition of "Expiry
      Date" as set out in the preamble paragraph is hereby amended so
      that March 5, 2010 now becomes February 23,
  2011.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Except
      as expressly amended hereby, the Certificate representing the Debenture
      Warrants is in all respects ratified and confirmed and all the terms,
      conditions and provisions thereof shall remain in full force and
      effect.

            


    

     

    
      	
              Section
      4.

            	
              Consideration
      for Amending Agreement.

            


    

    


    In order
to induce RAB to enter into this Second Amending Agreement, Apollo agrees to the
following:

    


    
      	
               
      

            	
              (a)

            	
              Apollo
      will issue to RAB 800,000 common shares of Apollo (the "Consideration Shares")
      as promptly as reasonably practicable following the date hereof upon
      receipt of all necessary regulatory
approvals.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Apollo
      will use its commercially reasonable best efforts
  to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              obtain
      all required stock exchange approvals for the amendments to the Debentures
      and Debenture Warrants and listing of the Consideration Shares and any
      Interest Conversion Shares on the Toronto Stock Exchange and NYSE Amex
      Equities (formerly the American Stock
Exchange);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              issue
      the Consideration Shares and any Interest Conversion Shares as free
      trading shares, or enter into a registration rights agreement with RAB in
      respect of the Consideration Shares and any Interest Conversion Shares and
      prepare and file or cause to be prepared and filed with the United States
      Securities and Exchange Commission (the "SEC") a registration
      statement in respect of the resale of the Consideration Share and any
      Interest Conversion Shares; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              prepare
      and file or cause to be prepared and filed with the SEC a registration
      statement on Form S-3 (or other appropriate form) in respect of the resale
      of common shares issuable upon the exercise of the Debenture Warrants or
      conversion of the Debentures.

            


    

     

    
      	
              Section
      5.

            	
              Entire
      Agreement.

            


    

    


    This
Second Amending Agreement constitutes the entire agreement between the parties
with respect to the amendments contemplated in this Second Amending Agreement
and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties, the purpose of which were
to amend the Debentures and the Debenture Warrants.  The parties have
not relied and are not relying on any other information, discussion or
understanding in implementing the amendments contemplated by this Second
Amending Agreement.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	
              Section
      6.

            	
              Successors
      and Assigns.

            


    

    


    This
Second Amending Agreement becomes effective when executed by all of the
parties.  After that time, it is binding upon and enures to the
benefit of the parties and their respective successor and permitted
assigns.

    


    
      	
              Section
      7.

            	
              Governing
      Law.

            


    

    


    This
Second Amending Agreement is governed by, interpreted and enforced in accordance
with the laws of the Province of Ontario and the federal laws of Canada
applicable therein.

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]


    
      
         


      

      
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              Section
      8.

            	
              Counterparts.

            


    

    


    This
Second Amending Agreement may be executed in any number of counterparts
(including counterparts by facsimile or other form of electronic format) and all
such counterparts taken together constitute one and the same
instrument.

    


    IN WITNESS WHEREOF, the
parties have executed this Second Amending Agreement on the date first written
above.

     

    
      
        	 
      	
                RAB SPECIAL SITUATIONS (MASTER) FUND

                LIMITED

              
	 
      	 
      
	 
      	
                Per:

              	
                /s/ Jake Leavesley

              
	 
      	 
      	
                Name:

              	
                Jake Leavesley

              
	 
      	 
      	 
      
	 
      	
                Per:

              	
                /s/ Simon Gwyther

              
	 
      	 
      	
                Name:

              	
                Simon Gwyther

              
	 
      	 
      	
                Title:

              	
                  Authorized signatories for RAB Capital plc for

              
	 
      	 
      	 
      	
                  and on behalf of RAB Special Situations

              
	 
      	 
      	 
      	
                  (Master) Fund Limited

              


      

    

    


    
      
        	 
      	
                APOLLO
      GOLD CORPORATION

              
	 
      	 
      	 
      
	 
      	
                Per:

              	
                /s/ G. Michael Hobart

              
	 
      	 
      	
                Name:
      G. Michael Hobart

              
	 
      	 
      	
                Title:
      Assistant Secretary and Director

              
	 
      	
                I
      have authority to bind the
Corporation

              


      

    

     

    
      
         


      

      
        6