EXHIBIT
10.3

    


    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN
REGULATION D UNDER THE SECURITIES ACT); OR (B) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR
OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON SHARES ISSUABLE
UPON CONVERSION OF SUCH SECURITY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY
THEREOF; (B) TO PERSONS OTHER THAN U.S. PERSONS OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (C) PURSUANT TO THE
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES
ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE); OR
(D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO
THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE
REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR
INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS SECURITY OR
ANY COMMON SHARES ISSUABLE UPON CONVERSION OF SUCH SECURITY, EXCEPT AS PERMITTED
BY THE SECURITIES ACT.

     

    THIS
WARRANT HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE SECURITIES TO BE
ISSUED UPON EXERCISE OF THIS WARRANT WERE NOT INITIALLY REGISTERED AND MAY OR
MAY NOT HAVE BEEN REGISTERED FOR RESALE UNDER THE SECURITIES
ACT.  THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S.
PERSON, AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED PURSUANT TO THE
SECURITIES ACT, UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE.

     

    UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE JUNE 27, 2010.

     

    Void
after 5:00 p.m. (Toronto time) on the 23rd day of February, 2011.

    


    
      	
              Number
      of Warrants: 2,145,000

            	
              Warrant
      Certificate No. 2010-02-01

            


    

    


    APOLLO
GOLD CORPORATION

    


    (A
corporation existing under the laws of the Yukon Territory)

    


    This is
to certify that, for value received, ROYTOR & CO., RBC
Global Services, Royal Bank Plaza, South Tower, SL Level, 200 Bay Street,
Toronto, Ontario M5J 2J5 (the "Holder"),
shall have the right to purchase from APOLLO GOLD CORPORATION (the "Corporation"), at any time and
from time to time up to 5:00 p.m. (Toronto time) on February 23, 2011 (the "Expiry
Time"), one fully paid and non-assessable common share in the capital of
the Corporation (a "Common
Share") for each Warrant (individually, a "Warrant") represented hereby
at a price of US$0.50 per Common Share (the "Exercise
Price"), upon and subject to the terms and conditions set forth
herein.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    1.           For
the purposes of this Warrant Certificate, the term "Common Shares" means common
shares without par value in the capital of the Corporation as constituted as of
the date hereof, provided that in the event of a subdivision, redivision,
reduction, combination or consolidation thereof or any other adjustment under
section 8 herein, or successive such subdivisions, redivisions, reductions,
combinations, consolidations or other adjustments, then subject to the
adjustments, if any, having been made in accordance with the provisions of this
Warrant Certificate, "Common
Shares" shall thereafter mean the shares, other securities or other
property resulting from such subdivision, redivision, reduction, combination or
consolidation or other adjustment.

     

    2.           All
Warrant Certificates shall be signed by an officer of the Corporation holding
office at the time of signing, or any successor or replacement of such person
and notwithstanding any change in any of the persons holding said offices
between the time of actual signing and the delivery of the Warrant Certificate,
the Warrant Certificate so signed shall be valid and binding upon the
Corporation.

     

    3.           All
rights under any of the Warrants in respect of which the right of subscription
and purchase therein provided for shall not theretofore have been exercised
shall wholly cease and such Warrants shall be wholly void and of no valid or
binding effect after the Expiry Time.

     

    4.           The
right to purchase Common Shares of the Corporation pursuant to the Warrants may
only be exercised by the Holder at or before the Expiry Time by:

     

    
      	
               
      

            	
              (a)

            	
              duly
      completing and executing a subscription substantially in the form attached
      as Schedule "A" (the "Subscription Form"), in
      the manner therein indicated;

            


    

     

    
      	
               
      

            	
              (b)

            	
              surrendering
      this Warrant Certificate and the duly completed and executed Subscription
      Form to the Corporation prior to the Expiry Time at its principal office,
      5655 S. Yosemite Street, Suite 200, Greenwood Village, Colorado,
      80111-3220, together with payment of the purchase price for the Common
      Shares subscribed for in the form of certified cheque or bank draft
      payable to the Corporation in an amount equal to the then applicable
      Exercise Price multiplied by the number of Common Shares subscribed for;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              notwithstanding
      anything contained herein to the contrary, the rights represented by this
      Warrant Certificate shall not be exercisable by the Holder, in whole or in
      part, and the Corporation shall not give effect to any such exercise, if,
      after giving effect to such exercise, the Holder, together with any person
      or company acting jointly or in concert with the Holder (the "Joint Actors") would in
      the aggregate beneficially own, or exercise control or direction over that
      number of voting securities of the Corporation which is 9.99% or greater
      of the total issued and outstanding voting securities of the Corporation,
      immediately after giving effect to such exercise; provided, however, that
      upon a holder of this Warrant providing the Corporation with sixty-one
      (61) days notice (the "Waiver Notice") that
      such Holder would like to waive this paragraph with regard to any or all
      Common Shares issuable upon exercise of this Warrant, this paragraph will
      be of no force or effect with regard to all or a portion of the Warrant
      referenced in the Waiver Notice.  For the purposes of this
      paragraph, beneficial ownership shall be determined in accordance with
      Section 13(d) of the Securities Exchange Act of 1934, as
      amended.  For greater certainty, the rights represented by this
      Warrant Certificate shall not be exercisable by the Holder, in whole or in
      part, and the Corporation shall not give effect to any such exercise, if,
      after giving effect to such exercise, the Holder, together with its Joint
      Actors, would be deemed to hold a number of voting securities sufficient
      to materially affect the control of the
  Corporation.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Prior to
exercising the rights represented by this Warrant, the Holder shall provide the
Corporation with an officer's certificate stating the number of voting
securities of the Corporation held by the Holder and its Joint Actors as of the
date provided for in the subscription form (the "Officer's Certificate") and
the Corporation shall be entitled to rely on the Officer's Certificate in making
any determinations regarding the total issued and outstanding voting securities
of the Corporation to be held by the Holder and its Joint Actors after giving
effect to the exercise.

     

    5.           Upon
delivery and payment as set forth in section 4 herein, the Corporation shall
cause to be issued to the Holder the number of Common Shares subscribed for by
the Holder and the Holder shall become a shareholder of the Corporation in
respect of such Common Shares with effect from the date of such delivery and
payment and shall be entitled to delivery of a certificate or certificates
evidencing such shares.  The Corporation shall cause such certificate
or certificates to be mailed to the Holder at the address or addresses specified
in the Subscription Form within five (5) business days of such delivery and
payment as set forth in section 4 herein or, if so instructed by the Holder,
held for pick-up by the Holder at the principal office of the Corporation.
Notwithstanding any adjustment provided for in section 8 herein, the Corporation
shall not be required upon the exercise of any Warrants to issue fractional
Common Shares in satisfaction of its obligations hereunder and the Holder
understands and agrees that it will not be entitled to any cash payment or other
form of compensation in respect of a fractional Common Share that might
otherwise have been issued; provided that any fractional Common Share of 0.5 or
greater shall be rounded up to the next whole number and any fraction less than
0.5 shall be cancelled.

     

    6.           The
holding of a Warrant shall not constitute the Holder a shareholder of the
Corporation nor entitle him to any right or interest in respect thereof except
as herein expressly provided.

     

    7.           The
Corporation covenants and agrees that until the Expiry Time, while any of the
Warrants shall be outstanding, it shall reserve and there shall remain unissued
out of its authorized capital a sufficient number of Common Shares to satisfy
the right of purchase herein provided, as such right of purchase may be adjusted
pursuant to sections 8 and 9 herein. The Corporation further covenants and
agrees that while any of the Warrants shall be outstanding, the Corporation
shall (a) comply with the securities legislation applicable to it in order that
the Corporation continue as a reporting issuer, or analogous entity, not in
default of any requirements of such legislation; (b) use its commercially
reasonable best efforts to do or cause to be done all things necessary to
preserve and maintain its corporate existence; and (c) at its own expense
expeditiously use its commercially reasonable best efforts to obtain the listing
of such Common Shares (subject to issue or notice of issue) on each stock
exchange or over-the-counter market on which the Corporation’s Common Shares may
be listed from time to time. All Common Shares which shall be issued upon the
exercise of the right to purchase herein provided for, upon payment therefor of
the amount at which such Common Shares may at the time be purchased pursuant to
the provisions hereof, shall be issued as fully paid and non-assessable shares
and the holders thereof shall not be liable to the Corporation or its creditors
in respect thereof.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    8.           
 (a)           For
the purpose of this section 8, unless there is something in the subject matter
or context inconsistent therewith, the words and terms defined below shall have
the respective meanings specified therefor:

     

    "Current Market Price" of the
Common Shares at any date means the price per share equal to the weighted
average price at which the Common Shares have traded on the NYSE Amex Equities (formerly the American Stock
Exchange) (the "AMEX")
or, if the Common Shares are not then listed on the AMEX, on the Toronto Stock
Exchange or, if the Common Shares are not then listed on any stock exchange, in
the over-the-counter market, during the period of any twenty consecutive trading
days ending not more than five (5) business days before such date; provided that
the weighted average price shall be determined by dividing the aggregate sale
price of all Common Shares sold on the said exchange or market, as the case may
be, during the said twenty consecutive trading days by the total number of
Common Shares so sold; and provided further that if the Common Shares are not
then listed on any Canadian stock exchange or traded in the over-the counter
market, then the Current Market Price shall be determined by such firm of
independent chartered accountants as may be selected by the directors of the
Corporation;

     

    "director" means a director of
the Corporation for the time being and, unless otherwise specified herein, a
reference to action "by the directors" means action by the directors of the
Corporation as a board or, whenever empowered, action by the executive committee
of such board; and

     

    "trading day" with respect to a
stock exchange or over-the-counter market means a day on which such stock
exchange or market is open for business.

     

    (b)           If
and whenever at any time after the date hereof and prior to the Expiry Time the
Corporation shall (i) subdivide or redivide its then outstanding Common Shares
into a greater number of Common Shares, (ii) reduce, combine or consolidate its
then outstanding Common Shares into a lesser number of Common Shares or (iii)
issue Common Shares (or securities exchangeable for or convertible into Common
Shares) to the holders of all or substantially all of its then outstanding
Common Shares by way of a stock dividend or other distribution (any of such
events herein called a "Common
Share Reorganization"), then the
Exercise Price shall be adjusted effective immediately after the effective date
of any such event in (i) or (ii) above or the record date at which the holders
of Common Shares are determined for the purpose of any such dividend or
distribution in (iii) above, as the case may be, by multiplying the Exercise
Price in effect on such effective date or record date, as the case may be, by a
fraction, the numerator of which shall be the number of Common Shares
outstanding on such effective date or record date, as the case may be, before
giving effect to such Common Share Reorganization and the denominator of which
shall be the number of Common Shares outstanding immediately after giving effect
to such Common Share Reorganization including, in the case where securities
exchangeable for or convertible into Common Shares are distributed, the number
of Common Shares that would be outstanding if such securities were exchanged for
or converted into Common Shares.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (c)           If
at any time after the date hereof and prior to the Expiry Time the Corporation
shall fix a record date for the issue or distribution to the holders of all or
substantially all of the outstanding Common Shares, of rights, options or
warrants pursuant to which such holders are entitled, during a period expiring
not more than 45 days after the record date for such issue (such period being
the "Rights Period"), to
subscribe for or purchase Common Shares or securities exchangeable for or
convertible into Common Shares at a price per share (or in the case of
securities exchangeable for or convertible into Common Shares at an exchange or
conversion price per share at the date of issue of such securities) of less than
95% of the Current Market Price of the Common Shares on such record date (any of
such events being herein called a "Rights Offering"), the
Exercise Price shall be adjusted effective immediately after the record date for
the Rights Offering to the amount determined by multiplying the Exercise Price
in effect on such record date by a fraction:

     

    
      	
               
      

            	
              (i)

            	
              the
      numerator of which shall be the aggregate
of

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      number of Common Shares outstanding on the record date for the Rights
      Offering; and

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      quotient determined by dividing

            


    

     

    
      	
               
      

            	
              (I)

            	
              either
      (a) the product of the number of Common Shares offered during the Rights
      Period pursuant to the Rights Offering and the price at which such Common
      Shares are offered, or, (b) the product of the exchange or conversion
      price of the securities so offered and the number of Common Shares for or
      into which the securities offered pursuant to the Rights Offering may be
      exchanged or converted, as the case may be,
by

            


    

     

    
      	
               
      

            	
              (II)

            	
              the
      Current Market Price of the Common Shares as of the record date for the
      Rights Offering; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      denominator of which shall be the aggregate of the number of Common Shares
      outstanding on such record date and the number of Common Shares offered
      pursuant to the Rights Offering (including in the case of the issue or
      distribution of securities exchangeable for or convertible into Common
      Shares the number of Common Shares for or into which such securities may
      be exchanged or converted).

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    If by the
terms of the rights, options, or warrants referred to in this section 8(c),
there is more than one purchase, conversion or exchange price per Common Share,
the aggregate price of the total number of additional Common Shares offered for
subscription or purchase, or the aggregate conversion or exchange price of the
convertible or exchangeable securities so offered, shall be calculated for
purposes of the adjustment on the basis of the lowest purchase, conversion or
exchange price per Common Share, as the case may be.  Any Common
Shares owned by or held for the account of the Corporation shall be deemed not
to be outstanding for the purpose of any such calculation.  To the
extent that any adjustment in the Exercise Price occurs pursuant to this section
8(c) as a result of the fixing by the Corporation of a record date for the issue
or distribution of rights, options or warrants referred to in this section 8(c),
the Exercise Price shall be readjusted immediately after the expiry of any
relevant exchange, conversion or exercise right to the Exercise Price which
would then be in effect based upon the number of Common Shares actually issued
and remaining issuable after such expiry and shall be further readjusted in such
manner upon the expiry of any further such right.

     

    If the
Holder has exercised this Warrant Certificate in accordance herewith during the
period beginning after the record date for a Rights Offering and ending on the
last day of the Rights Period thereunder, the Holder will, in addition to the
Common Shares to which it is otherwise entitled upon such exercise, be entitled
to that number of additional Common Shares equal to the difference, if any,
between (x) the result obtained when the Exercise Price in effect immediately
prior to the end of such Rights Offering pursuant to this subsection is
multiplied by the number of Common Shares received upon the exercise of this
Warrant Certificate during such period, and the resulting product is divided by
the Exercise Price as adjusted for such Rights Offering pursuant to this
subsection provided that the provisions of section 9 herein will be applicable
to any fractional interest in a Common Share to which such Holder might
otherwise be entitled and (y) the number of Common Shares received upon the
exercise of this Warrant Certificate during such period. Such additional Common
Shares will be deemed to have been issued to the Holder immediately following
the end of the Rights Period and a certificate for such additional Common Shares
will be delivered to such Holder within ten (10) business days following the end
of the Rights Period.

    


    (d)           If
at any time after the date hereof and prior to the Expiry Time, the Corporation
shall fix a record date for the issue or distribution to the holders of all or
substantially all of the Common Shares of:

     

    
      	
            	
              (i)

            	
              shares
      of the Corporation of any class other than Common
  Shares;

            


    

     

    
      
        	
              	
                (ii)

              	
                rights,
      options or warrants to acquire Common Shares or securities exchangeable
      for or convertible into Common Shares (other than rights, options or
      warrants pursuant to which holders of Common Shares are entitled, during a
      period expiring not more than 45 days after the record date for such
      issue, to subscribe for or purchase Common Shares at a price per share (or
      in the case of securities exchangeable for or convertible into Common
      Shares at an exchange or conversion price per share at the date of issue
      of such securities) of at least 95% of the Current Market Price of the
      Common Shares on such record
date);

              


      

    

     

    
      	
            	
              (iii)

            	
              evidences
      of indebtedness of the Corporation;
or

            


    

     

    
      
        	
              	
                (iv)

              	
                any
      property or assets of the Corporation (for greater certainty, excluding a
      cash dividend);

              


      

    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    and if
such issue or distribution does not constitute a Common Share Reorganization or
a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), the
Exercise Price shall be adjusted effective immediately after the record date for
the Special Distribution to the amount determined by multiplying the Exercise
Price in effect on the record date for the Special Distribution by a
fraction:

    


    
      	
            	
              (A) 

            	
              the
      numerator of which shall be the difference
  between

            


    

     

    
      	
               
      

            	
              (I)

            	
              the
      product of the number of Common Shares outstanding on such record date and
      the Current Market Price of the Common Shares on such record date,
      and

            


    

     

    
      	
               
      

            	
              (II)

            	
              the
      fair value, as determined by the directors of the Corporation, to the
      holders of the Common Shares of the shares, rights, options, warrants,
      evidences of indebtedness or property or assets to be issued or
      distributed in the Special Distribution,
and

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      denominator of which shall be the product obtained by multiplying the
      number of Common Shares outstanding on such record date by the Current
      Market Price of the Common Shares on such record
  date.

            


    

     

    Any
Common Shares owned by or held for the account of the Corporation shall be
deemed not to be outstanding for the purpose of such calculation.  To
the extent that any adjustment in the Exercise Price occurs pursuant to this
section 8(d) as a result of the fixing by the Corporation of a record date for
the issue or distribution of rights, options or warrants to acquire Common
Shares or securities exchangeable for or convertible into Common Shares referred
to in this section 8(d), the Exercise Price shall be readjusted immediately
after the expiry of any relevant exercise, exchange or conversion right to the
amount which would then be in effect if the fair market value had been
determined on the basis of the number of Common Shares issued and remaining
issuable immediately after such expiry, and shall be further readjusted in such
manner upon the expiry of any further such right.

    


    
      	
               
      

            	
              (e)

            	
              If
      and whenever at any time after the date hereof and prior to the Expiry
      Time there is a capital reorganization of the Corporation or a
      reclassification or other change in the Common Shares (other than a Common
      Share Reorganization) or a consolidation or merger or amalgamation of the
      Corporation with or into any other corporation or other entity (other than
      a consolidation, merger or amalgamation which does not result in any
      reclassification of the outstanding Common Shares or a change of the
      Common Shares into other securities), or a transfer of all or
      substantially all of the Corporation's undertaking and assets to another
      corporation or other entity in which the holders of Common Shares are
      entitled to receive shares, other securities or other property (any of
      such events being called a "Capital
      Reorganization"), after the effective date of the Capital
      Reorganization the Holder shall be entitled to receive, and shall accept,
      for the same aggregate consideration, upon exercise of the Warrants, in
      lieu of the number of Common Shares to which the Holder was theretofore
      entitled upon the exercise of the Warrants, the kind and aggregate number
      of Common Shares and other securities or property resulting from the
      Capital Reorganization which the Holder would have been entitled to
      receive as a result of the Capital Reorganization if, on the effective
      date thereof, the Holder has been the registered holder of the number of
      Common Shares to which the Holder was theretofore entitled to purchase or
      receive upon the exercise of the Warrants.  If necessary, as a
      result of any Capital Reorganization, appropriate adjustments shall be
      made in the application of the provisions of this Warrant Certificate with
      respect to the rights and interest thereafter of the Holder to the end
      that the provisions of this Warrant Certificate shall thereafter
      correspondingly be made applicable as nearly as may reasonably be possible
      in relation to any shares or other securities or property thereafter
      deliverable upon the exercise of this Warrant
  Certificate.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (f)

            	
              If
      and whenever at any time after the date hereof and prior to the Expiry
      Time, any of the events set out in sections 8(a), (b), (c), (d) or (e)
      herein shall occur and the occurrence of such event results in an
      adjustment of the Exercise Price pursuant to the provisions of this
      section 8, then the number of Common Shares purchasable pursuant to this
      Warrant shall be adjusted contemporaneously with the adjustment of the
      Exercise Price by multiplying the number of Common Shares then otherwise
      purchasable on the exercise thereof by a fraction, the numerator of which
      shall be the Exercise Price in effect immediately prior to the adjustment
      and the denominator of which shall be the Exercise Price resulting from
      such adjustment.

            


    

     

    
      	
               
      

            	
              (g)

            	
              If
      the Corporation takes any action affecting its Common Shares to which the
      foregoing provisions of this section 8, in the opinion of the board of
      directors of the Corporation, acting in good faith, are not strictly
      applicable, or if strictly applicable would not fairly adjust the rights
      of the Holder against dilution in accordance with the intent and purposes
      hereof, or would otherwise materially affect the rights of the Holder
      hereunder, then the Corporation shall, subject to the approval of the TSX
      and the AMEX (or such other stock exchange or quotation system on which
      the Common Shares are then listed and posted (or quoted) for trading, as
      applicable), execute and deliver to the Holder an amendment hereto
      providing for an adjustment in the application of such provisions so as to
      adjust such rights as aforesaid in such manner as the board of directors
      of the Corporation may determine to be equitable in the circumstances,
      acting in good faith.  The failure of the taking of action by
      the board of directors of the Corporation to so provide for any adjustment
      on or prior to the effective date of any action or occurrence giving rise
      to such state of facts will be conclusive evidence that the board of
      directors has determined that it is equitable to make no adjustment in the
      circumstances.

            


    

     

    9.           The
following rules and procedures shall be applicable to the adjustments made
pursuant to section 8 herein:

     

    
      	
               
      

            	
              (a)

            	
              any
      Common Shares owned or held by or for the account of the Corporation shall
      be deemed not be to outstanding except that, for the purposes of section 8
      herein, any Common Shares owned by a pension plan or profit sharing plan
      for employees of the Corporation or any of its subsidiaries shall not be
      considered to be owned or held by or for the account of the
      Corporation;

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              no
      adjustment in the Exercise Price or the number of Common Shares
      purchasable pursuant to this Warrant shall be required unless a change of
      at least 1% of the prevailing Exercise Price or the number of Common
      Shares purchasable pursuant to this Warrant would result, provided,
      however, that any adjustment which, except for the provisions of this
      section 9(b), would otherwise have been required to be made, shall be
      carried forward and taken into account in any subsequent
      adjustment;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      adjustments provided for in section 8 herein are cumulative and shall
      apply to successive subdivisions, consolidations, dividends, distributions
      and other events resulting in any adjustment under the provisions of such
      item;

            


    

     

    
      	
               
      

            	
              (d)

            	
              in
      the absence of a resolution of the board of directors of the Corporation
      fixing a record date for any dividend or distribution referred to in
      section 8(b)(iii) herein, the Corporation shall be deemed to have fixed as
      the record date therefor the date on which such dividend or distribution
      is effected;

            


    

     

    
      	
               
      

            	
              (e)

            	
              if
      the Corporation sets a record date to take any action and thereafter and
      before the taking of such action abandons its plan to take such action,
      then no adjustment to the Exercise Price will be required by reason of the
      setting of such record date;

            


    

     

    
      	
               
      

            	
              (f)

            	
              as
      a condition precedent to the taking of any action which would require any
      adjustment to the Warrants evidenced hereby, including the Exercise Price,
      the Corporation must take any corporate action which may be necessary in
      order that the Corporation shall have unissued and reserved in its
      authorized capital and may validly and legally issue as fully paid and
      non-assessable all of the shares or other securities which the Holder is
      entitled to receive on the full exercise thereof in accordance with the
      provisions hereof;

            


    

     

    
      	
               
      

            	
              (g)

            	
              forthwith,
      but no later than fourteen (14) days, after any adjustment to the Exercise
      Price or the number of Common Shares purchasable pursuant to the Warrants,
      the Corporation shall provide to the Holder a certificate of an officer of
      the Corporation certifying as to the amount of such adjustment and, in
      reasonable detail, describing the event requiring and the manner of
      computing or determining such
adjustment;

            


    

     

    
      	
               
      

            	
              (h)

            	
              any
      question that at any time or from time to time arises with respect to the
      amount of any adjustment to the Exercise Price or other adjustment
      pursuant to section 8 herein shall be conclusively determined by a firm of
      independent chartered accountants (who may be the Corporation's auditors)
      and shall be binding upon the Corporation and the
  Holder;

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      adjustment to the Exercise Price under the terms of this Warrant
      Certificate shall be subject to the prior approval of the TSX and the AMEX
      (or such other stock exchange or quotation system on which the Common
      Shares are then listed and posted (or quoted) for trading, as applicable);
      and

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (j)

            	
              in
      case the Corporation, after the date of issue of this Warrant Certificate,
      takes any action affecting the Common Shares, other than an action
      described in section 8 herein, which in the opinion of the directors of
      the Corporation would materially affect the rights of the Holder, the
      Exercise Price will be adjusted in such manner, if any, and at such time,
      by action by the directors of the Corporation but subject in all cases to
      any necessary regulatory approval, including approval of the TSX and the
      AMEX (or such other stock exchange or quotation system on which the Common
      Shares are then listed and posted (or quoted) for trading, as applicable).
      Failure of the taking of action by the directors of the Corporation so as
      to provide for an adjustment on or prior to the effective date of any
      action by the Corporation affecting the Common Shares will be conclusive
      evidence that the board of directors of the Corporation has determined
      that it is equitable to make no adjustment in the
      circumstances.

            


    

     

    10.         On
the happening of each and every such event set out in section 8 herein, the
applicable provisions of this Warrant Certificate, including the Exercise Price,
shall, ipso facto, be
deemed to be amended accordingly and the Corporation shall take all necessary
action so as to comply with such provisions as so amended.

     

    11.         The
Corporation shall not be required to deliver certificates for Common Shares
while the share transfer books of the Corporation are properly closed, having
regard to the provisions of sections 8 and 9 herein, prior to any meeting of
shareholders or for the payment of dividends or for any other purpose and in the
event of the surrender of any Warrant in accordance with the provisions hereof
and the making of any subscription and payment for the Common Shares called for
thereby during any such period, delivery of certificates for Common Shares may
be postponed for not more than five (5) business days after the date of the
re-opening of said share transfer books; provided, however, that any such
postponement of delivery of certificates shall be without prejudice to the right
of the Holder so surrendering the same and making payment during such period to
receive after the share transfer books shall have been re-opened such
certificates for the Common Shares called for, as the same may be adjusted
pursuant to sections 8 and 9 herein as a result of the completion of the event
in respect of which the transfer books were closed.

     

    12.         Subject
as hereinafter provided, all or any of the rights conferred upon the Holder by
the terms hereof may be enforced by the Holder by appropriate legal
proceedings.  No recourse under or upon any obligation, covenant or
agreement contained herein shall be had against any shareholder or officer of
the Corporation either directly or through the Corporation, it being expressly
agreed and declared that the obligations under the Warrants are solely corporate
obligations and that no personal liability whatever shall attach to or be
incurred by the shareholders or officers of the Corporation or any of them in
respect thereof, any and all rights and claims against every such shareholder,
officer or director being hereby expressly waived as a condition of and as a
consideration for the issue of the Warrants.

     

    13.         The
Holder may subscribe for and purchase any lesser number of Common Shares than
the number of Common Shares expressed in any Warrant Certificate.  In
the case of any subscription for a lesser number of Common Shares than expressed
in any Warrant Certificate, the Holder hereof shall be entitled to receive, at
no cost to the Holder, a new Warrant Certificate in respect of the balance of
Warrants not then exercised.  Such new Warrant Certificate shall be
mailed to the Holder by the Corporation or, at its direction, the transfer agent
of the Corporation, contemporaneously with the mailing of the certificate or
certificates representing the Common Shares issued pursuant to section 5
herein.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    14.         If
any Warrant Certificate becomes stolen, lost, mutilated or destroyed, the
Corporation shall, on such terms as it may in its discretion impose, acting
reasonably, issue and sign a new Warrant Certificate of like denomination, tenor
and date as the Warrant Certificate so stolen, lost, mutilated or destroyed for
delivery to the Holder.

     

    15.         The
Holder may transfer the Warrants represented hereby by:

     

    
      	
               
      

            	
              (a)

            	
              duly
      completing and executing the transfer form attached as Schedule "B"
      ("Transfer Form");
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              surrendering
      this Warrant Certificate and the completed Transfer Form, together with
      such other documents as the Corporation may reasonably request, to the
      Corporation at the address set forth on the Transfer Form or such other
      office as may be specified by the Corporation, in a written notice to the
      Holder, from time to time,

            


    

     

    provided
that all such transfers shall be effected in accordance with all applicable
securities laws, and provided that, after such transfer, the term "Holder" shall
mean and include any transferee or assignee of the current or any future Holder.
If only part of the Warrants evidenced hereby is transferred, the Corporation
will deliver to the Holder and the transferee replacement Warrant Certificates
substantially in the form of this Warrant Certificate.

     

    16.         Neither
the Warrants represented by this Warrant Certificate nor the Common Shares
issuable upon exercise hereof have been or will be registered under the United
States Securities Act of 1933, as amended (the "1933 Act") nor under the laws
of any state of the United States.  Subject to certain limited
exceptions, (i) Warrants may not be exercised within the United States and (ii)
no Common Shares issuable upon exercise of Warrants will be delivered to any
address in the United States.  The Holder acknowledges that a legend
to that effect may be placed on any certificates representing the Common Shares
issued on exercise of the rights represented by this Warrant Certificate. Terms
used in this paragraph have the meanings given to them in Regulation S under the
1933 Act.

     

    17.           

     

    
      	
               
      

            	
              (a)

            	
              The
      Holder acknowledges that the appropriate legend as follows will be placed
      upon certificates representing any Common Shares issued upon the exercise
      of the Warrants represented by this certificate prior to the date which is four months and one day
      after the date hereof:

            


    

     

    "UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE JUNE 27, 2010."

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              The
      Holder understands that upon the original issuance thereof, and until such
      time as the same is no longer required under the applicable requirements
      of the U.S. Securities Act or applicable U.S. state laws and regulations,
      the certificates representing the Common Shares will bear a legend in
      substantially the following form:

            


    

     

    "THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN
REGULATION D UNDER THE SECURITIES ACT); OR (B) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
S ADOPTED UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR
OTHERWISE TRANSFER THE SECURITY EVIDENCED, EXCEPT (A) TO THE ISSUER OR A
SUBSIDIARY THEREOF; (B) TO PERSONS OTHER THAN U.S. PERSONS OUTSIDE THE UNITED
STATES IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (C) PURSUANT TO
THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE
SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF
AVAILABLE); OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS
SECURITY, FURNISH TO THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN
TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF
WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD
TO THIS, EXCEPT AS PERMITTED BY THE SECURITIES ACT."

     

    provided,
that if any of the Common Shares are being sold pursuant to Rule 144 of the 1933
Act, the legend may be removed by delivery to the Corporation’s transfer agent
of an opinion of counsel satisfactory to the Corporation to the effect that such
Underlying Securities are not "restricted securities" as defined in Rule 144
under the 1933 Act and the legend is no longer required under applicable
requirements of the 1933 Act or state securities laws.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              The
      Holder acknowledges that the certificates representing the Common Shares
      and all certificates issued in exchange or substitution thereof, will bear
      a legend in substantially the following form as long as the legend
      referred to in either subsection 17(a) or 17(b) remains on such
      certificate:

            


    

    


    "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 TRADABLE, AND CONSEQUENTLY ANY
CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY' IN SETTLEMENT OF
TRANSACTIONS ON THE TORONTO STOCK EXCHANGE."

     

    18.         The
Corporation will maintain a register of holders of Warrants at its principal
office.  The Corporation may deem and treat the registered holder of
any Warrant Certificate as the absolute owner of the Warrants represented
thereby for all purposes, and the Corporation shall not be affected by any
notice or knowledge to the contrary except where the Corporation is required to
take notice by statute or by order of a court of competent
jurisdiction.  A Holder shall be entitled to the rights evidenced by
such Warrant free from all equities or 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 receipt by any such Holder of the Common
Shares purchasable pursuant to such Warrant shall be a good discharge to the
Corporation for the same and the Corporation shall not be bound to inquire into
the title of any such Holder except where the Corporation is required to take
notice by statute or by order of a court of competent jurisdiction.

     

    19.         The
Corporation shall notify the Holder forthwith of any change of the Corporation’s
address.

     

    20.         The
registered holders of Warrants shall have the power from time to time by an
extraordinary resolution (as hereinafter defined):

     

    
      	
               
      

            	
              (a)

            	
              to
      sanction any modification, abrogation, alteration or compromise of the
      rights of the registered holders of Warrants against the Corporation which
      shall be agreed to by the Corporation;
and/or

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      assent to any modification of or change in or omission from the provisions
      contained herein or in any instrument ancillary or supplemental hereto
      which shall be agreed to by the Corporation;
  and/or

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      restrain any registered holder of a Warrant from taking or instituting any
      suit or proceedings against the Corporation for the enforcement of any of
      the covenants on the part of the Corporation conferred upon the registered
      holders of Warrants by the terms of the
  Warrants.

            


    

     

    Any such
extraordinary resolution as aforesaid shall be binding upon all the registered
holders of Warrants whether or not assenting in writing to any such
extraordinary resolution, and each registered holder of any of the Warrants
shall be bound to give effect thereto accordingly.  Such extraordinary
resolution shall, where applicable, be binding on the Corporation which shall
give effect thereto accordingly.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    The
Corporation shall forthwith upon receipt of an extraordinary resolution provide
notice to all registered holders of Warrants of the date and text of such
resolution.  The registered holders of Warrants assenting to an
extraordinary resolution agree to provide the Corporation forthwith with a copy
of any extraordinary resolution passed.

     

    The
expression "extraordinary resolution" when used herein shall mean a resolution
assented to in writing, in one or more counterparts, by the registered holders
of Warrants calling in the aggregate for not less than seventy-five per cent
(75%) of the aggregate number of Common Shares called for by all of the Warrants
which are, at the applicable time, outstanding.

     

    21.         All
notices to be sent hereunder shall be deemed to be validly given to the
registered holders of the Warrants if delivered personally or if sent by
registered letter through the post addressed to such holders at their post
office addresses appearing in the register of Warrant holders caused to be
maintained by the Corporation, and such notice shall be deemed to have been
given, if delivered personally when so delivered, and if sent by post on the
fifth business day next following the post thereof.

     

    22.         If
for any reason, other than the failure or default of the Holder, the Corporation
is unable to issue and deliver the Common Shares or other securities as
contemplated herein to the Holder upon the proper exercise by the Holder of the
right to purchase any of the Common Shares purchasable upon exercise of the
Warrants represented hereby, the Corporation may pay, at its option and in
complete satisfaction of its obligations and the rights of the Holder hereunder,
to the Holder, in cash, an amount equal to the difference between the Exercise
Price and the Current Market Price of such Common Shares or other securities on
the date of exercise by the Holder, and upon such payment the Corporation shall
have no liability or other obligation to the Holder relating to or in respect of
the Warrants or this Warrant Certificate.

     

    23.         This
Warrant Certificate shall be governed by the laws of the Province of Ontario and
the federal laws of Canada applicable herein.

     

    24.         All
Warrants shall rank pari
passu, whatever may be the actual date of issue of the same.

     

    25.         This
Warrant Certificate shall enure to the benefit of and shall be binding upon the
Holder and the Corporation and their respective successors and
assigns.

     

    26.         All
references herein to monetary amounts are references to lawful money of Canada,
unless otherwise specified herein.

     

    27.         Any
notice, document or other communication required or permitted by this
Compensation Warrant Certificate to be given by the Holder or the Corporation
shall be in writing and is sufficiently given if delivered personally, or if
delivered or if transmitted by any form of recorded telecommunication tested
prior to transmission, to such person addressed as follows:

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              if
      to the Holder:

            


    

    


    to the
address on the face page hereof

    


    
      	
               
      

            	
              (b)

            	
              if
      to the Corporation:

            


    

    


    Apollo
Gold Corporation

    5655 S.
Yosemite Street, Suite 200

    Greenwood
Village, Colorado, 80111-3220

    
      	
               
      

            	
              Attention:

            	
              Chief
      Financial Officer

            


    

    
      	
               
      

            	
              Telephone
      No.:

            	
              (720)
      886-9656

            


    

     

    
      	
            	
              Facsimile
      No.:

            	
              (720)
      482-0957

            


    

     

    Notice so
delivered shall be deemed to have been given on the Business Day that it is
received.  Notices transmitted by a form of recorded telecommunication
shall be deemed given on the day of transmission.  The Holder or the
Corporation may from time to time notify the other in the manner provided herein
of any change of address or facsimile number which thereafter, until changed by
like notice, shall be the address or facsimile number of such person for all
purposes hereof.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF the
Corporation has caused this Warrant Certificate to be signed by its duly
authorized officer.

     

    DATED as
of the 26th day
of February, 2010.

     

    
      
        
          
            
              	 	
                      APOLLO
      GOLD CORPORATION

                    
	 	 
	 	
                      Per:

                    	 
      
	 	 
      	
                      Authorized
      Signatory

                    


            

          

        

      

    


    
      
         


      

      
        16