EXHIBIT
      10.1

     

    CERTIFICATE
      OF

    AGENTS
      COMPENSATION OPTIONS TO PURCHASE 

    UNITS
      OF

    APOLLO
      GOLD CORPORATION

     

    
      	No.
              CW-2008-001	
              1,713,873 Options

            


    

     

    THIS
      CERTIFIES that, for value received, Haywood Securities Inc. 2000-400 Burrard
      Street, Vancouver BC V6C 3A6 (the “Agent”),
      is
      the registered holder of 1,713,873 Agent
      Compensation Options (the “Options”),
      each
      Option entitling the holder, subject to the terms and conditions set forth
      in
      this Certificate, to purchase from Apollo Gold Corporation (the “Company”)
      one
      unit (an “Agent
      Unit”
and
      collectively the “Agent
      Units”),
      with
      each Agent Unit being comprised of one Common Share (as defined below) (an
      “Agent Unit
      Share”)
      and
      one-half of one Common Share purchase warrant (an “Agent
      Unit Warrant”),
      at a
      price of CDN.$0.60 per Agent Unit (the "Exercise
      Price")
      any
      time commencing on the date hereof and continuing up to 5:00 p.m. (Toronto
      time)
      (the “Time
      of Expiry”)
      on
      July 24, 2012 (the “Expiry
      Date”).
      The
      certificate representing the form of the Agent Unit Warrants is attached hereto
      as Schedule “A”. Each whole Agent Unit Warrant is exercisable for one Common
      Share (an “Agent
      Unit Warrant
      Share”)
      any
      time commencing on the date hereof and continuing up to the Time of Expiry
      on
      the Expiry Date on payment of CDN.$0.78 per Agent Unit Warrant Share. The number
      of Agent Units which the Agent is entitled to acquire upon exercise of the
      Options and the Exercise Price are subject to adjustment as hereinafter
      provided.

     

    For
      the
      purposes of this certificate, the term "Common
      Share"
      means a
      common share in the capital of the Company.

     

    
      	
              1.

            	
              Exercise
                of Agent Options

            


    

     

    
      	 	
              (a)

            	
              Notice
                of Exercise.
                The rights evidenced by this Certificate may be exercised by the
                Agent in
                whole or part and in accordance with the provisions hereof by delivery
                of
                a Notice of Exercise in substantially the form attached hereto as
                Schedule
                “B” (the “Notice
                of Exercise”),
                properly completed and executed, together with payment of the Exercise
                Price by certified cheque, bank draft or money order payable to the
                order
                of the Company for the number of Agent Units specified in the Notice
                of
                Exercise at the principal office of the Company, at its head office
                or
                such other address as may be notified in writing by the Company (the
                “Company
                Office”).
                In the event that the rights evidenced by this Certificate are exercised
                in part, the Company shall, contemporaneously with the issuance of
                the
                Agent Units issuable on the exercise of the Options so exercised,
                issue to
                the Agent a certificate on identical terms in respect of that number
                of
                Options in respect of which the Agent has not exercised the rights
                evidenced by this Certificate.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Exercise.
                The Company shall, on the date it receives a duly executed Notice
                of
                Exercise and the Exercise Price for the number of Agent Units specified
                in
                the Notice of Exercise (the “Exercise Date”), issue that number of Agent
                Unit Shares and Agent Unit Warrants specified in the Notice of Exercise,
                and such Agent Unit Shares shall be issued as fully paid and
                non-assessable common shares in the capital of the
                Company.

            


    

     

    
      	 	
              (c)

            	
              Certificates.
                As promptly as practicable after the Exercise Date and, in any event,
                within three (3) business days of receipt of the Notice of Exercise
                and
                the Exercise Price for the number of Agent Units specified in the
                Notice
                of Exercise, the Company shall issue and deliver or cause to be issued
                and
                delivered to the Agent, registered in such name or names as the Agent
                may
                direct or, if no such direction has been given, in the name of the
                Agent
                described above, a certificate or certificates for the number of
                Agent
                Unit Shares and Agent Unit Warrants specified in the Notice to Exercise.
                To the extent permitted by law, such exercise shall be deemed to
                have been
                effected as of the close of business on the Exercise Date, and at
                such
                time the rights of the Agent with respect to the number of Options
                which
                have been exercised as such shall cease, and the person or persons
                in
                whose name or names any certificate or certificates for Agent Unit
                Shares
                and Agent Unit Warrants shall then be issuable upon such exercise
                shall be
                deemed to have become the holder or holders of record of the Agent
                Unit
                Shares and Agent Unit Warrants represented
                hereby.

            


    

     

    
      	 	
              (d)

            	
              Not
                a Shareholder.
                Nothing contained in this Certificate shall be construed as conferring
                upon the Agent any right or interest whatsoever as a holder of common
                shares of the Company or any other right or interest except as herein
                expressly provided.

            


    

     

    
      	 	
              (e)

            	
              Fractional
                Shares or Warrants.
                No fractional Agent Unit Shares or Agent Unit Warrants shall be issued
                upon exercise of any Options and no payment or adjustment shall be
                made
                upon any exercise on account of any cash dividends on the Agent Unit
                Shares issued upon such exercise. If the number of Agent Unit Shares
                and
                Agent Unit Warrants to which the Agent would otherwise so be entitled
                upon
                exercise of any Options is not a whole number, then the number of
                Agent
                Unit Shares or Agent Unit Warrants to be issued shall be rounded
                down to
                the next whole number.

            


    

     

    
      	 	
              (f)

            	
              Lock-Up.
                The Options shall not be exercisable for a period of 180 days from
                July
                24, 2008. Additionally, the Options and the securities underlying
                the
                Options may not be sold, transferred, assigned, pledged or hypothecated,
                or be the subject of any hedging, short sale, derivative, put or
                call
                transaction that would result in the effective economic disposition
                of the
                Options or the underlying securities by any person for a 180-day
                period
                from July 24, 2008. 

            


    

     

    
      
        
          
          

        

        
          2.

          
            

          

        

        
          
          

        

      

    

     

    
      	
              2.

            	
              Adjustment
                to Subscription Rights

            


    

     

    
      	 	
              (a)

            	
              The
                rights of the Agent hereunder, including the number of Agent Units
                issuable upon the exercise of the Options, 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 2.

            


    

     

    
      	 	
              (b)

            	
              The
                Exercise Price in effect at any date from the date hereof to the
                Time of
                Expiry on the Expiry Date (the “Adjustment
                Period”)
                will be subject to adjustment from time to time as
                follows:

            


    

     

    
      	 	
              (i)

            	
              Share
                Reorganization:
                If
                and whenever at any time during the Adjustment Period, the Company
                shall
                (A) subdivide, redivide or change the outstanding Common Shares into
                a
                greater number of Common Shares, (B) consolidate, combine or reduce
                the
                outstanding Common Shares into a lesser number of Common Shares,
                or (C)
                fix a record date for the issue of Common Shares or securities convertible
                into or exchangeable for Common Shares to all or substantially all
                of the
                holders of Common Shares by way of a stock dividend or other distribution,
                then, in each such event, the Exercise Price shall, 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 Exercise Price in effect immediately prior to such
                date by
                a fraction, of which the numerator shall be the total number of Common
                Shares outstanding on such date before giving effect to such event,
                and of
                which the denominator shall be the total number of Common Shares
                outstanding on such date after giving effect to such event. Such
                adjustment shall be made successively whenever any such event shall
                occur.
                Any such issue of Common Shares by way of a stock dividend shall
                be deemed
                to have been made on the record date for such stock dividend for
                the
                purpose of calculating the number of outstanding Common Shares under
                paragraphs 2(b)(i) and (ii)
                hereof.

            


    


    
      
        
        

      

      
        3.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              Rights
                Offering:
                If
                and whenever at any time during the Adjustment Period, the Company
                shall
                fix a record date for the issue of rights, options or warrants to
                all or
                substantially all of the holders of Common Shares entitling the holders
                thereof, within a period expiring not more than 45 days after the
                record
                date for such issue, to subscribe for or purchase Common Shares (or
                securities convertible into or exchangeable for Common Shares) at
                a price
                per share (or having a conversion or exchange price per share) less
                than
                95% of the Current Market Price (as defined below) on such record
                date,
                then the Exercise Price shall be adjusted immediately after such
                record
                date so that it will equal the rate determined by multiplying the
                Exercise
                Price in effect on such record date by a fraction, of which the numerator
                shall be the total number of Common Shares outstanding on such record
                date
                plus the number of Common Shares equal to the number arrived at by
                dividing the aggregate price of the total number of additional Common
                Shares so offered for subscription or purchase (or the aggregate
                conversion or exchange price of the convertible or exchangeable securities
                so offered) by such Current Market Price, and of which the denominator
                shall be the total number of Common Shares outstanding on such record
                date
                plus the total number of additional Common Shares so offered for
                subscription or purchase (or into or for which the convertible or
                exchangeable securities so offered are convertible or exchangeable).
                Any
                Common Shares owned by or held for the account of the Company or
                any
                subsidiary of the Company shall be deemed not to be outstanding for
                the
                purpose of any such computation. Such adjustment shall be made
                successively whenever such a record date is fixed, provided that
                if two or
                more such record dates referred to in this paragraph 2(b)(ii) are
                fixed
                within a period of 25 business days, such adjustment will be made
                successively as if each of such record dates occurred on the earliest
                of
                such record dates. To the extent that any such rights, options or
                warrants
                are not exercised prior to the expiration thereof, the Exercise Price
                shall then be readjusted to the Exercise Price which would then be
                in
                effect based upon the number of Common Shares (or securities convertible
                into or exchangeable for Common Shares) actually issued upon the
                exercise
                of such rights, options or warrants, as the case may
                be.

            


    


    
      
        
        

      

      
        4.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

            	
              Distribution:
                If and whenever at any time during the Adjustment Period, the Company
                shall fix a record date for the making of a distribution to all or
                substantially all of the holders of Common Shares of (A) shares of
                any
                class other than Common Shares whether of the Company or any other
                corporation, (B) rights, options or warrants to acquire Common Shares
                or
                securities exchangeable for or convertible into Common Shares or
                property
                or other assets of the Company (other than rights, options or warrants
                exercisable by the holders thereof within a period expiring not more
                than
                45 days after the record date for such issue or distribution to acquire
                Common Shares or securities exchangeable for or convertible into
                Common
                Shares at a price per share, or at an exchange or conversion price
                per
                share in the case of securities exchangeable for or convertible into
                Common Shares, of at least 95% of the Current Market Price of the
                Common
                Shares on such record date), (C) evidences of indebtedness, or (D)
                cash,
                securities or other property or assets then, in each such case and
                if such
                distribution does not fall under clauses (i) or (ii) above, the Exercise
                Price will be adjusted immediately after such record date so that
                it will
                equal the rate determined by multiplying the Exercise Price in effect
                on
                such record date by a fraction, of which the numerator shall be the
                total
                number of Common Shares outstanding on such record date multiplied
                by the
                Current Market Price on the earlier of such record date and the date
                on
                which the Company announces its intention to make such distribution,
                less
                the aggregate fair market value (as determined by the directors,
                acting
                reasonably and in good faith, at the time such distribution is authorized)
                of such shares or rights, options or warrants or evidences of indebtedness
                or cash, securities or other property or assets so distributed, and
                of
                which the denominator shall be the total number of Common Shares
                outstanding on such record date multiplied by such Current Market
                Price.
                Any Common Shares owned by or held for the account of the Company
                or any
                subsidiary of the Company shall be deemed not to be outstanding for
                the
                purpose of any such computation. Such adjustment shall be made
                successively whenever such a record date is fixed, provided that
                if two or
                more such record dates or record dates referred to in this paragraph
                2(b)(iii) are fixed within a period of 25 business days, such adjustment
                will be made successively as if each of such record dates occurred
                on the
                earliest of such record dates. To the extent that any such rights,
                options
                or warrants so distributed are not exercised prior to the expiration
                thereof, the Exercise Price shall then be readjusted to the Exercise
                Price
                which would then be in effect based upon such rights, options or
                warrants
                or evidences of indebtedness or cash, securities or other property
                or
                assets actually distributed or based upon the number or amount of
                securities or the property or assets actually issued or distributed
                upon
                the exercise of such rights, options or warrants, as the case may
                be.

            


    

     

    
      	 	
              (c)

            	
              Reclassifications:
                If and whenever at any time during the Adjustment Period, there is
                (A) any
                reclassification of or amendment to the outstanding Common Shares,
                any
                change of the Common Shares into other shares or any other reorganization
                of the Company (other than as described in subsection 2(b) hereof),
                (B)
                any consolidation, amalgamation, arrangement, merger or other form
                of
                business combination of the Company with or into any other corporation
                resulting in any reclassification of the outstanding Common Shares,
                any
                change of the Common Shares into other shares or any other reorganization
                of the Company, or (C) any sale, lease, exchange or transfer of the
                undertaking or assets of the Company as an entirety or substantially
                as an
                entirety to another corporation or entity, then, in each such event,
                the
                holder of this Option which is thereafter exercised shall 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, the kind
                and
                number or amount of shares 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 subsection with respect to the rights and interests
                thereafter of the Agent to the end that the provisions set forth
                in this
                subsection will thereafter correspondingly be made applicable, as
                nearly
                as may reasonably be, in relation to any shares or other securities
                or
                property thereafter deliverable upon the exercise of this Option.
                Any such
                adjustments will be made by and set forth in an instrument supplemental
                hereto approved by the directors, acting reasonably, and shall for
                all
                purposes be conclusively deemed to be an appropriate
                adjustment.

            


    


    
      
        
        

      

      
        5.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              If
                at any time during the Adjustment Period any adjustment or readjustment
                in
                the Exercise Price shall occur pursuant to the provisions of subsection
                2(b) of this Agent Compensation Option certificate, then the number
                of
                Agent Unit Shares purchasable upon the subsequent exercise of the
                Options
                shall be simultaneously adjusted or readjusted, as the case may be,
                by
                multiplying the number of Agent Unit Shares purchasable upon the
                exercise
                of the Options immediately prior to such adjustment or readjustment
                by a
                fraction which shall be the reciprocal of the fraction used in the
                adjustment or readjustment of the Exercise
                Price.

            


    

     

    
      	
              3.

            	
              Rules
                Regarding Calculation of Adjustment of Exercise
                Price:

            


    

     

    
      	 	
              (a)

            	
              The
                adjustments provided for in Section 2 are cumulative and will be
                made
                successively whenever an event referred to therein occurs, subject
                to the
                following subsections of this Section
                3.

            


    

     

    
      	 	
              (b)

            	
              No
                adjustment in the Exercise Price is required to be made unless such
                adjustment would result in a change of at least 1% in the prevailing
                Exercise Price and no adjustment in the Exercise Price is required
                unless
                such adjustment would result in a change of at least one one-hundredth
                of
                a Agent Unit Share; provided, however, that any adjustments which,
                except
                for the provisions of this subsection, would otherwise have been
                required
                to be made, will be carried forward and taken into account in any
                subsequent adjustments.

            


    

     

    
      	 	
              (c)

            	
              No
                adjustment in the Exercise Price will be made in respect of any event
                described in Section 2 if the Agent is entitled to participate in
                such
                event on the same terms, mutatis mutandis, as if the Agent had exercised
                this Option prior to or on the effective date or record date of such
                event.

            


    

     

    
      	 	
              (d)

            	
              If
                at any time a question or dispute arises with respect to adjustments
                provided for in Section 2, such question or dispute will be conclusively
                determined by the auditor of the Company or, if they are unable or
                unwilling to act, by such other firm of independent chartered accountants
                as may be selected by action of the directors of the Company and
                any such
                determination, subject to regulatory approval and absent manifest
                error,
                will be binding upon the Company and the Agent. The Company will
                provide
                such auditor or chartered accountant with access to all necessary
                records
                of the Company.

            


    


    
      
        
        

      

      
        6.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              In
                case the Company after the date of issuance of this Option takes
                any
                action affecting the Common Shares, other than action described in
                Section
                2, which in the opinion of the board of directors of the Company
                would
                materially adversely affect the rights of the Agent, the Exercise
                Price
                and/or the number of Common Shares issuable on the exercise of the
                Options, as applicable, will be adjusted in such manner, if any,
                and at
                such time, by action of the directors of the Company in their sole
                discretion, acting reasonably and in good faith, determines to be
                equitable to the Agent but subject in all cases to any necessary
                regulatory approval. Failure of the taking of action by the directors
                of
                the Company so as to provide for an adjustment on or prior to the
                effective date of any action by the Company affecting the Common
                Shares
                will be conclusive evidence that the board of directors of the Company
                has
                determined that it is equitable to make no adjustment in the
                circumstances.

            


    

     

    
      	 	
              (f)

            	
              If
                the Company sets a record date to determine the holders of the Common
                Shares for the purpose of entitling them to receive any dividend
                or
                distribution or sets a record date to take any other action and,
                thereafter and before the distribution to such shareholders of any
                such
                dividend or distribution or the taking of any other action, decides
                not to
                implement its plan to pay or deliver such dividend or distribution
                or take
                such other action, then no adjustment in the Exercise Price will
                be
                required by reason of the setting of such record
                date.

            


    

     

    
      	 	
              (g)

            	
              In
                the absence of a resolution of the directors of the Company fixing
                a
                record date for any event which would require any adjustment to this
                Option, the Company will be deemed to have fixed as the record date
                therefor the date on which the event is
                effected.

            


    

     

    
      	 	
              (h)

            	
              As
                a condition precedent to the taking of any action which would require
                any
                adjustment to this Option, including the Exercise Price, the Company
                shall
                take any corporate action which may be necessary in order that the
                Company
                or any successor to the Company or successor to the undertaking or
                assets
                of the Company have unissued and reserved in its authorized capital
                and
                may validly and legally issue as fully paid and non-assessable all
                the
                shares or other securities which the Agent is entitled to receive
                on the
                full exercise hereof and thereof in accordance with the provisions
                hereof.

            


    

     

    
      	 	
              (i)

            	
              The
                Company will from time to time, immediately after the occurrence
                of any
                event which requires an adjustment or readjustment as provided in
                Section
                2, forthwith give notice to the Agent specifying the event requiring
                such
                adjustment or readjustment and the results thereof, including the
                resulting Exercise Price.

            


    

     

    
      	 	
              (j)

            	
              The
                Company covenants to and in favour of the Agent that so long as this
                Option remains outstanding, it will give notice to the Agent of the
                effective date or of its intention to fix a record date for any event
                referred to in Section 2 whether or not such action would give rise
                to an
                adjustment in the Exercise Price or the number and type of securities
                issuable upon the exercise of the Options, and, in each case, such
                notice
                shall specify the particulars of such event and the record date and
                the
                effective date for such event; provided that the Company shall only
                be
                required to specify in such notice such particulars of such event
                as have
                been fixed and determined on the date on which such notice is given.
                Such
                notice shall be given not less than 14 days in each case prior to
                such
                applicable record date or effective
                date.

            


    


    
      
        
        

      

      
        7.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (k)

            	
              In
                any case in which this Section shall require that an adjustment shall
                become effective immediately after a record date for, or an effective
                date
                of, an event referred to herein, the Company may defer, until the
                occurrence and consummation of such event, issuing to the Agent,
                if an
                Option is exercised after such record date or effective date and
                before
                the occurrence and consummation of such event, the additional Agent
                Unit
                Shares or other securities or property issuable upon such exercise
                by
                reason of the adjustment required by such event, provided, however,
                that
                the Company will deliver to the Agent an appropriate instrument evidencing
                the Agent’s right to receive such additional Agent Unit 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 Agent Unit 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 such later
                date as
                the Agent would, but for the provisions of this subsection, have
                become
                the holder of record of such additional Agent Unit Shares, Agent
                Unit
                Warrants or of such other securities or property.
                

            


    

     

    
      	 	
              (l)

            	
              Any
                and all adjustments in connection with the exercise price of the
                Agent
                Unit Warrants or the number or type of security issuable upon the
                exercise
                of the Agent Unit Warrants shall be made in accordance with the terms
                of
                the Agent Unit Warrant certificate attached hereto as Schedule “A”,
                whether or not those Agent Unit Warrants have been
                issued.

            


    

     

    
      	
              4.

            	
              Consolidation
                and Amalgamation:

            


    

     

    
      	 	
              (a)

            	
              The
                Company shall not enter into any transaction whereby all or substantially
                all or its undertaking, property and assets would become the property
                of
                any other corporation (herein called a “successor corporation”) whether by
                way of reorganization, reconstruction, consolidation, amalgamation,
                merger, transfer, sale, disposition or otherwise, unless prior to
                or
                contemporaneously with the consummation of such transaction the Company
                and the successor corporation shall have executed such instruments
                and
                done such things as the Company, acting reasonably, considers necessary
                or
                advisable to establish that upon the consummation of such
                transaction:

            


    

     

    
      	 	
              (i)

            	
              the
                successor corporation will have assumed all the covenants and obligations
                of the Company under this Agent Compensation Option certificate,
                and

            


    


    
      
        
        

      

      
        8.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              the
                Agent Compensation Option and the terms set forth in this Agent
                Compensation Option certificate will be a valid and binding obligation
                of
                the successor corporation entitling the Agent, as against the successor
                corporation, to all the rights of the Agent under this Agent Compensation
                Option certificate.

            


    

     

    
      	 	
              (b)

            	
              Whenever
                the conditions of subsection 4(a) shall have been duly observed and
                performed the successor corporation shall possess, and from time
                to time
                may exercise, each and every right and power of the Company under
                this
                Agent Compensation Option in the name of the Company or otherwise
                and any
                act or proceeding by any provision hereof required to be done or
                performed
                by any director or officer of the Company may be done and performed
                with
                like force and effect by the like directors or officers of the successor
                corporation.

            


    

     

    For
      the
      purpose of any computation under this Option certificate, the “Current
      Market Price”
at
      any
      date means the price per share equal to the volume weighted average trading
      price at which the common shares of the Company have traded on the Toronto
      Stock
      Exchange or the American Stock Exchange or,
      if
      the common shares of the Company are not then listed on the Toronto Stock
      Exchange or the American Stock Exchange, on such other Canadian or U.S. stock
      exchange as may be selected by the directors of the Company for such purpose
      or,
      if the common shares of the Company are not then listed on any Canadian or
      U.S.
      stock exchange, in the over-the-counter market, during the period of any 20
      consecutive trading days ending not more than five business days before such
      date; provided that the weighted average trading price shall be determined
      by
      dividing the aggregate sale price of all common shares of the Company sold
      on
      the said exchange or market, as the case may be, during the said 20 consecutive
      trading days by the total number of common shares of the Company so sold; and
      provided further that if the common shares of the Company are not then listed
      on
      any Canadian or U.S. stock exchange or traded in the over-the-counter market,
      then the Current Market Price shall be determined by a firm of independent
      chartered accountants selected by the directors of the Company.

     

    
      	
              5.

            	
              Replacement

            


    

     

    Upon
      receipt of evidence satisfactory to the Company of the loss, theft, destruction
      or mutilation of these Options and, if requested by the Company, upon delivery
      of a bond of indemnity satisfactory to the Company (or, in the case of
      mutilation, upon surrender of these Options) the Company will issue to the
      Option holder a replacement Certificate evidencing these Options (containing
      the
      same terms and conditions as this Certificate).

     

    
      	
              6.

            	
              Transfer
                of Options

            


    

     

    The
      Options represented by this Certificate and the rights thereunder may not be
      assigned or transferred.

     

    
      	
              7.

            	
              Expiry
                Date

            


    

     

    The
      Options shall expire and all rights to purchase Agent Units hereunder shall
      cease and become null and void at the Time of Expiry on the Expiry
      Date.


    
      
        
        

      

      
        9.

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Covenants
                of the Company

            


    

    


    The
      Company covenants with the Agent that so long as any of the Options remain
      outstanding that:

     

    
      	 	
              (a)

            	
              it
                is duly authorized to enter into and perform its obligations under
                this
                Certificate;

            


    

     

    
      	 	
              (b)

            	
              all
                things necessary have been done and performed to create the Options
                and to
                make the Options and this Certificate legal, valid and binding upon
                the
                Company with the benefits and subject to the terms of this
                Certificate;

            


    

     

    
      	 	
              (c)

            	
              it
                will at all times maintain its corporate
                existence;

            


    

     

    
      	 	
              (d)

            	
              the
                Company will, at all times during the Adjustment Period, use commercially
                reasonable efforts to preserve and maintain its status as (i) a "reporting
                issuer" or the equivalent thereof not in default under securities
                legislation of each of the jurisdictions where purchasers of units
                of the
                Company under the offering described in the agency agreement dated
                July 9,
                2008 among the Company, Haywood Securities Inc. and Blackmont Capital
                Inc.
                are located and any other jurisdiction in which the Company is required
                to
                file a prospectus, and (ii) a registrant required to file periodic
                reports
                under the U.S. Securities Exchange Act of 1934, as
                amended;

            


    

     

    
      	 	
              (e)

            	
              it
                will reserve and keep available a sufficient number of common shares
                for
                issuance upon the exercise of the Options and Agent Unit
                Warrants;

            


    

     

    
      	 	
              (f)

            	
              it
                will
                cause the Agent Unit Shares and Agent Unit Warrants from time to
                time
                subscribed for pursuant to the Options issued by the Company hereunder,
                in
                the manner herein provided, to be duly issued in accordance with
                the
                Options
                and the terms hereof and, in each case free from any and all taxes,
                liens
                and charges relating to the issuance
                thereof;

            


    

     

    
      	 	
              (g)

            	
              it
                will cause the certificates representing the Agent Unit Shares and
                Agent
                Unit Warrants from time to time to be acquired pursuant to the Options
                in
                the manner herein provided, to be duly issued and delivered in accordance
                with the terms
                hereof
                and the Agent Unit Warrant certificate, respectively;

            


    

     

    
      	 	
              (h)

            	
              all
                Agent Unit Shares
                that shall be issued by the Company upon exercise of the rights provided
                for herein shall be issued as fully paid and non-assessable common
                shares
                of the Company;

            


    

     

    
      	 	
              (i)

            	
              it
                will, at its expense and as expeditiously as possible, use its best
                efforts to cause all Agent Unit Shares issuable upon the exercise
                of the
                Options to be duly listed on the TSX and the American Stock Exchange
                (the
                "AMEX")(and/or
                any other stock exchange upon which the Shares of the Company may
                be then
                listed) prior to the issuance of such
                shares;

            


    

     

    
      
        
        

      

      
        10.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (j)

            	
              the
                Company
                will well and truly perform and carry out all the acts and things
                to be
                done by it as provided in this
                Certificate;

            


    

     

    
      	 	
              (k)

            	
              it
                will promptly advise the Agent in writing of any default under the
                terms
                of this Certificate;

            


    

     

    
      	 	
              (l)

            	
              if,
                in the opinion of counsel, any instrument is required to be filed
                with, or
                any permission,
                order or ruling is required to be obtained from, any securities
                administrator or any other step is required under any federal, provincial
                or state law of Canada or the United States before the Agent Unit
                Shares
                and Agent Unit Warrants may be issued or delivered to the Agent or
                resold
                by such Agent, the Company covenants that it will use its best efforts
                to
                file such instrument, obtain such permission, order or ruling or
                take all
                such other actions, at its expense, as is required or appropriate
                in the
                circumstances; and

            


    

     

    
      	 	
              (m)

            	
              it
                will do, execute, acknowledge and deliver or cause to be done, executed,
                acknowledged and delivered, all other acts, deeds, documents, and
                assurances in law as may be reasonably required for the better
                accomplishing and effecting of the intentions and provisions of this
                Certificate.

            


    

     

    
      	
              9.

            	
              Inability
                to Deliver Units 

            


    

     

    If
      for
      any reason, other than the failure or default of the Agent, the Company is
      unable to issue and deliver the Agent Units or other securities as contemplated
      herein to the Agent upon the proper exercise by the Agent of the right to
      purchase any of the Agent Units covered by this Certificate, the Company may
      pay, at its option and in complete satisfaction of its obligations hereunder,
      to
      the Agent, in cash, an amount equal to the difference between the Exercise
      Price
      and the fair market value of such Agent Units or other securities on the
      Exercise Date.

     

    
      	
              10.

            	
              Governing
                Law

            


    

     

    This
      Certificate shall governed by, and interpreted in accordance with, the laws
      of
      the Province of Ontario and federal laws of Canada applicable
      therein.

     

    
      	
              11.

            	
              Successors

            


    

     

    This
      Certificate shall enure to the benefit of and shall be binding upon the Agent
      and the Company and their respective successors.

     

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


    
      
        
        

      

      
        11.

        
          

        

      

      
        
        

      

    

    


    DATED
      as
      of the 24th day of July, 2008.

    


    
      	
              APOLLO
                GOLD CORPORATION

            
	 	 
	
              By:

            	/s/
              G. Michael Hobart
	 	
              Authorized
                Signatory

            


    

     

    
      
        
        

      

      
        12.