EXHIBIT
      10.3

     

     

    WARRANTS
      TO PURCHASE 

    COMMON
      SHARES OF APOLLO GOLD CORPORATION

     

    
      	
              Warrant
                Certificate Number: _____

            	
              Number
                of Warrants: _____  

            


    

     

    THIS
      IS
      TO CERTIFY THAT for value received ●, [address]
      (the
      "Warrantholder") has the right to purchase in respect of each whole warrant
      ("Warrants") represented by this certificate or by a replacement certificate
      (in
      either case this "Warrant Certificate"), at any time up to 5:00 p.m. Toronto
      time, on July 24, 2012 (the "Expiry Time") one fully paid and non-assessable
      common share ("Common Shares" and which term shall include any shares or other
      securities to be issued in addition thereto or in substitution or replacement
      therefor as provided herein) of Apollo Gold Corporation (the "Corporation"),
      a
      corporation continued under the Business
      Corporations Act (Yukon),
      as constituted on the date hereof at a purchase price (the purchase price in
      effect from time to time being called the "Exercise Price") of CDN$0.78 per
      Common Share, subject to adjustment as provided herein.

     

    The
      Corporation agrees that the Common Shares purchased pursuant to the exercise
      of
      the Warrants shall be and be deemed to be issued to the Warrantholder as of
      the
      close of business on the date on which this Warrant Certificate shall have
      been
      surrendered and payment made for such Common Shares as aforesaid.

     

    Nothing
      contained herein shall confer any right upon the Warrantholder to subscribe
      for
      or purchase any Common Shares at any time after the Expiry Time and from and
      after the Expiry Time the Warrants and all rights under this Warrant Certificate
      shall be void and of no value.

     

    The
      above
      provisions are subject to the following:

     

    
      	
              1.

            	
              Exercise:

            


    

     

    In
      the
      event that the Warrantholder desires to exercise the right to purchase Common
      Shares conferred hereby, the Warrantholder shall (a) complete to the extent
      possible in the manner indicated and execute a subscription form in the form
      attached as schedule A to this Warrant Certificate, (b) surrender this Warrant
      Certificate to the Corporation in accordance with section 9 hereof, and (c)
      pay
      the amount payable on the exercise of such Warrants in respect of the Common
      Shares subscribed for by certified cheque, bank draft or money order in lawful
      money of Canada payable to the Corporation or by transmitting same day funds
      in
      lawful money of Canada by wire to such account as the Corporation shall direct
      the Warrantholder. Upon such surrender and payment as aforesaid, the
      Warrantholder shall be deemed for all purposes to be the holder of record of
      the
      number of Common Shares to be so issued and the Warrantholder shall be entitled
      to delivery of a certificate or certificates representing such Common Shares
      and
      the Corporation shall cause such certificate or certificates to be delivered
      to
      the Warrantholder at the address specified in the subscription form within
      three
      business days after such surrender and payment as aforesaid. No fractional
      Common Shares will be issuable upon any exercise of the Warrants and the
      Warrantholder will not be entitled to any cash payment or compensation in lieu
      of a fractional Common Share.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              Partial
                Exercise:
                The Warrantholder may from time to time subscribe for and purchase
                any
                lesser number of Common Shares than the number of Common Shares expressed
                in this Warrant Certificate. In the event that the Warrantholder
                subscribes for and purchases any such lesser number of Common Shares
                prior
                to the Expiry Time, the Warrantholder shall be entitled to receive
                a
                replacement certificate representing the unexercised balance of the
                Warrants.

            


    

     

    
      	
              3.

            	
              Not
                a Shareholder:
                The holding of the Warrants shall not constitute the Warrantholder
                a
                shareholder of the Corporation nor entitle the Warrantholder to any
                right
                or interest in respect thereof except as expressly provided in this
                Warrant Certificate.

            


    

     

    
      	
              4.

            	
              Covenants,
                Representations and Warranties:
                The
                Corporation hereby represents and warrants that it is authorized
                to create
                and issue the Warrants and covenants and agrees that it will cause
                the
                Common Shares from time to time subscribed for and purchased in the
                manner
                provided in this Warrant Certificate and the certificate or certificates
                representing such Common Shares to be issued and that, at all times
                prior
                to the Expiry Time, it will reserve and there will remain unissued
                a
                sufficient number of Common Shares to satisfy the right of purchase
                provided for in this Warrant Certificate. The Corporation hereby
                further
                covenants and agrees that it will at its expense expeditiously use
                its
                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 Common Shares may be listed from time to time. All Common
                Shares
                which are issued upon the exercise of the right of purchase provided
                in
                this Warrant Certificate, upon payment therefor of the amount at
                which
                such Common Shares may be purchased pursuant to the provisions of
                this
                Warrant Certificate, shall be and be deemed to be fully paid and
                non-assessable shares and free from all taxes, liens and charges
                with
                respect to the issue thereof. The Corporation hereby represents and
                warrants that this Warrant Certificate is a valid and enforceable
                obligation of the Corporation, enforceable in accordance with the
                provisions of this Warrant
                Certificate.

            


    

     

    
      	
              5.

            	
              Anti-Dilution
                Protection:

            


    

     

    
      	 	
              (1)

            	
              Definitions:
                For the purposes of this section 5, 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
                in
                this subsection 5(1):

            


    

     

    
      	 	
              (a)

            	
              "Adjustment
                Period" means the period commencing on the date of issue of the Warrants
                and ending at the Expiry Time;

            


    

     

    
      	 	
              (b)

            	
              "Current
                Market Price" of the Common Shares at any date means the price per
                share
                equal to the volume weighted average trading price at which the Common
                Shares have traded on the Toronto Stock Exchange or the American
                Stock
                Exchange or,
                if the Common Shares 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 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
                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 so
                sold; and
                provided further that if the Common Shares 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
                Corporation.;

            


    

     

    
      
        
        

      

      
        2.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              "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 any committee of the directors of the Corporation;
                and

            


    

     

    
      	 	
              (d)

            	
              "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.

            


    

     

    
      	 	
              (2)

            	
              Adjustments:
                The Exercise Price and the number of Common Shares issuable to the
                Warrantholder upon the exercise of the Warrants shall be subject
                to
                adjustment from time to time in the events and in the manner provided
                as
                follows:

            


    

     

    
      	 	
              (a)

            	
              If
                at any time during the Adjustment Period the Corporation
                shall:

            


    

     

    
      	 	
              (i)

            	
              fix
                a record date for the issue of, or issue, Common Shares to the holders
                of
                all or substantially all of the outstanding Common Shares by way
                of a
                stock dividend;

            


    

     

    
      	 	
              (ii)

            	
              fix
                a record date for the distribution to, or make a distribution to,
                the
                holders of all or substantially all of the outstanding Common Shares
                payable in Common Shares or securities exchangeable for or convertible
                into Common Shares; 

            


    

     

    
      	 	
              (iii)

            	
              subdivide
                the outstanding Common Shares into a greater number of Common Shares;
                or

            


    

     

    
      	 	
              (iv)

            	
              consolidate
                the outstanding Common Shares into a lesser number of Common
                Shares,

            


    

     

    (any
      of
      such events in subclauses 5(2)(a)(i), 5(2)(a)(ii), 5(2)(a)(iii) and 5(2)(a)(iv)
      above being herein called a "Common Share Reorganization"), the Exercise Price
      shall be adjusted on the earlier of the record date on which holders of Common
      Shares are determined for the purposes of the Common Share Reorganization and
      the effective date of the Common Share Reorganization to the amount determined
      by multiplying the Exercise Price in effect immediately prior to such record
      date or effective date, as the case may be, by a fraction:

     

    
      	 	
              A.

            	
              the
                numerator of which shall be the number of Common Shares outstanding
                on
                such record date or effective date, as the case may be, before giving
                effect to such Common Share Reorganization;
                and

            


    

     

    
      	 	
              B.

            	
              the
                denominator of which shall be the number of Common Shares which will
                be
                outstanding immediately after giving effect to such Common Share
                Reorganization (including in the case of a distribution of securities
                exchangeable for or convertible into Common Shares the number of
                Common
                Shares that would have been outstanding had such securities been
                exchanged
                for or converted into Common Shares on such
                date).

            


    

     

    
      
        
        

      

      
        3.

        
          

        

      

      
        
        

      

    

     

    To
      the
      extent that any adjustment in the Exercise Price occurs pursuant to this clause
      5(2)(a) as a result of the fixing by the Corporation of a record date for the
      distribution of securities exchangeable for or convertible into Common Shares,
      the Exercise Price shall be readjusted immediately after the expiry of any
      relevant exchange or conversion 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.

     

    
      	 	
              (b)

            	
              If
                at any time during the Adjustment Period 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 to the holder (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 called a "Rights Offering"), the Exercise Price shall
                be
                adjusted effective immediately after the record date for such 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

            


    

     

    
      	 	
              (1)

            	
              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


            


    

     

    
      	 	
              (2)

            	
              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).

            


    

     

    
      
        
        

      

      
        4.

        
          

        

      

      
        
        

      

    

     

    If
      by the
      terms of the rights, options, or warrants referred to in this clause 5(2)(b),
      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 clause 5(2)(b) 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 clause 5(2)(b), 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.

     

    
      	 	
              (c)

            	
              If
                at any time during the Adjustment Period 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:

            


    

     

    
      	 	
              (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 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 to the holder 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;

            


    

     

    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

            


    

     

    
      
        
        

      

      
        5.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (1)

            	
              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

            


    

     

    
      	 	
              (2)

            	
              the
                fair value, as determined by the directors of the Corporation, to
                the
                holders of 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 clause 5(2)(c)
      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 clause 5(2)(c), 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 based upon the number of Common Shares issued
      and
      remaining issuable after such expiry and shall be further readjusted in such
      manner upon the expiry of any further such right.

     

    
      	 	
              (d)

            	
              If
                at any time during the Adjustment Period there shall
                occur:

            


    

     

    
      	 	
              (i)

            	
              a
                reclassification or redesignation of the Common Shares, a change
                of the
                Common Shares into other shares or securities or any other capital
                reorganization involving the Common Shares other than a Common Share
                Reorganization;

            


    

     

    
      	 	
              (ii)

            	
              a
                consolidation, amalgamation or merger of the Corporation with or
                into
                another body corporate which results in a reclassification or
                redesignation of the Common Shares or a change of the Common Shares
                into
                other shares or securities;

            


    

     

    
      	 	
              (iii)

            	
              the
                transfer of the undertaking or assets of the Corporation as an entirety
                or
                substantially as an entirety to another corporation or
                entity;

            


    

     

    (any
      of
      such events being called a "Capital Reorganization"), after the effective date
      of the Capital Reorganization the Warrantholder 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 Warrantholder
      was
      theretofor entitled upon the exercise of the Warrants, the kind and aggregate
      number of shares and other securities or property resulting from the Capital
      Reorganization which the Warrantholder would have been entitled to receive
      as a
      result of the Capital Reorganization if, on the effective date thereof, the
      Warrantholder had been the registered holder of the number of Common Shares
      which the Warrantholders was theretofore entitled to purchase or receive upon
      the exercise of the Warrants. If necessary, as a result of any such Capital
      Reorganization, appropriate adjustments shall be made in the application of
      the
      provisions of this Warrant Certificate with respect to the rights and interests
      thereafter of the Warrantholder to the end that the provisions 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 the Warrants.

     

    
      
        
        

      

      
        6.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              If
                at any time during the Adjustment Period any adjustment or readjustment
                in
                the Exercise Price shall occur pursuant to the provisions of clause
                5(2)(a), 5(2)(b) or 5(2)(c) of this Warrant Certificate, then the
                number
                of Common Shares purchasable upon the subsequent exercise of the
                Warrants
                shall be simultaneously adjusted or readjusted, as the case may be,
                by
                multiplying the number of Common Shares purchasable upon the exercise
                of
                the Warrants 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:
                The following rules and procedures shall be applicable to adjustments
                made
                pursuant to subsection 5(2) hereof:

            


    

     

    
      	 	
              (a)

            	
              Subject
                to the following clauses of this subsection 5(3), any adjustment
                made
                pursuant to subsection 5(2) hereof shall be made successively whenever
                an
                event referred to therein shall
                occur.

            


    

     

    
      	 	
              (b)

            	
              No
                adjustment in the Exercise Price shall be required unless such adjustment
                would result in a change of at least one per cent in the then Exercise
                Price and no adjustment shall be made in the number of Common Shares
                purchasable or issuable on the exercise of the Warrants unless it
                would
                result in a change of at least one one-hundredth of a Common Share;
                provided, however, that any adjustments which except for the provision
                of
                this clause 5(3)(b) would otherwise have been required to be made
                shall be
                carried forward and taken into account in any subsequent adjustment.
                

            


    

     

    
      	 	
              (c)

            	
              No
                adjustment in the Exercise Price or in the number or kind of securities
                purchasable upon the exercise of the Warrants shall be made in respect
                of
                any event described in section 5 hereof if the Warrantholder is entitled
                to participate in such event on the same terms mutatis
                mutandis
                as
                if the Warrantholder had exercised the Warrants prior to or on the
                record
                date or effective date, as the case may be, of such
                event.

            


    

     

    
      	 	
              (d)

            	
              No
                adjustment in the Exercise Price or in the number of Common Shares
                purchasable upon the exercise of the Warrants shall be made pursuant
                to
                subsection 5(2) hereof in respect of the issue from time to time
                of Common
                Shares pursuant to this Warrant Certificate or pursuant to any stock
                option, stock purchase or stock bonus plan in effect from time to
                time for
                directors, officers or employees of the Corporation and/or any subsidiary
                of the Corporation and any such issue, and any grant of options in
                connection therewith, shall be deemed not to be a Common Share
                Reorganization, a Rights Offering nor any other event described in
                subsection 5(2) hereof.

            


    

     

    
      
        
        

      

      
        7.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              If
                at any time during the Adjustment Period the Corporation shall take
                any
                action affecting the Common Shares, other than an action described
                in
                subsection 5(2) hereof, which in the opinion of the directors would
                have a
                material adverse effect upon the rights of Warrantholders, either
                or both
                the Exercise Price and the number of Common Shares purchasable upon
                exercise of Warrants shall be adjusted in such manner and at such
                time by
                action by the directors, in their sole discretion, as may be equitable
                in
                the circumstances. Failure of the taking of action by the directors
                so as
                to provide for an adjustment prior to the effective date of any action
                by
                the Corporation affecting the Common Shares shall be deemed to be
                conclusive evidence that the directors have determined that it is
                equitable to make no adjustment in the
                circumstances.

            


    

     

    
      	 	
              (f)

            	
              If
                the Corporation shall set a record date to determine holders of Common
                Shares for the purpose of entitling such holders to receive any dividend
                or distribution or any subscription or purchase rights and shall,
                thereafter and before the distribution to such holders of any such
                dividend, distribution or subscription or purchase rights, legally
                abandon
                its plan to pay or deliver such dividend, distribution or subscription
                or
                purchase rights, then no adjustment in the Exercise Price or the
                number of
                Common Shares purchasable upon exercise of the Warrant shall be required
                by reason of the setting of such record
                date.

            


    

     

    
      	 	
              (g)

            	
              In
                any case in which this Warrant Certificate shall require that an
                adjustment shall become effective immediately after a record date
                for an
                event referred to in subsection 5(2) hereof, the Corporation may
                defer,
                until the occurrence of such event:

            


    

     

    
      	 	
              (i)

            	
              issuing
                to the Warrantholder, to the extent that the Warrants are exercised
                after
                such record date and before the occurrence of such event, the additional
                Common Shares or other securities issuable upon such exercise by
                reason of
                the adjustment required by such event;
                and

            


    

     

    
      	 	
              (ii)

            	
              delivering
                to the Warrantholder any distribution declared with respect to such
                additional Common Shares or other securities after such record date
                and
                before such event;

            


    

     

    provided,
      however, that the Corporation shall deliver to the Warrantholder an appropriate
      instrument evidencing the right of the Warrantholder upon the occurrence of
      the
      event requiring the adjustment, to an adjustment in the Exercise Price or the
      number of Common Shares purchasable upon the exercise of the Warrants and to
      such distribution declared with respect to any such additional Common Shares
      issuable on the exercise of the Warrants.

     

    
      	 	
              (h)

            	
              In
                the absence of a resolution of the directors fixing a record date
                for a
                Rights Offering, the Corporation shall be deemed to have fixed as
                the
                record date therefor the date of the issue of the rights, options
                or
                warrants issued pursuant to the Rights
                Offering.

            


    

     

    
      	 	
              (i)

            	
              If
                a dispute shall at any time arise with respect to adjustments of
                the
                Exercise Price or the number of Common Shares purchasable upon the
                exercise of the Warrants, such disputes shall be conclusively determined
                by the auditors of the Corporation or if they are unable or unwilling
                to
                act, by such other firm of independent chartered accountants as may
                be
                selected by the directors and any such determination shall be conclusive
                evidence of the correctness of any adjustment made pursuant to subsection
                5(2) hereof and shall be binding upon the Corporation and the
                Warrantholder.

            


    

     

    
      
        
        

      

      
        8.

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (j)

            	
              As
                a condition precedent to the taking of any action which would require
                an
                adjustment pursuant to subsection 5(2) hereof, including the Exercise
                Price and the number or class of Common Shares or other securities
                which
                are to be received upon the exercise thereof, the Corporation shall
                take
                any action which may, in the opinion of counsel to the Corporation,
                be
                necessary in order that the Corporation may validly and legally issue
                as
                fully paid and non-assessable shares all of the Common Shares or
                other
                securities which the Warrantholder is entitled to receive in accordance
                with the provisions of this Warrant
                Certificate.

            


    

     

    
      	 	
              (4)

            	
              Notice:
                At least 21 days prior to the earlier of the record date or effective
                date
                of any event which requires or might require an adjustment in any
                of the
                rights of the Warrantholder under this Warrant Certificate, including
                the
                Exercise Price or the number of Common Shares which may be purchased
                under
                this Warrant Certificate, the Corporation shall deliver to the
                Warrantholder a certificate of the Corporation specifying the particulars
                of such event and, if determinable, the required adjustment and the
                calculation of such adjustment. In case any adjustment for which
                a notice
                in this subsection 5(4) has been given is not then determinable,
                the
                Corporation shall promptly after such adjustment is determinable
                deliver
                to the Warrantholder a certificate providing the calculation of such
                adjustment. The Corporation hereby covenants and agrees that the
                register
                of transfers and share transfer books for the Common Shares will
                be open,
                and that the Corporation will not take any action which might deprive
                the
                Warrantholder of the opportunity of exercising the rights of subscription
                contained in this Warrant Certificate, during such 21 day
                period.

            


    

     

    
      	
              6.

            	
              Further
                Assurances:
                The
                Corporation hereby covenants and agrees that it will do, execute,
                acknowledge and deliver, or cause to be done, executed, acknowledged
                and
                delivered, all and every such other act, deed and assurance as the
                Warrantholder shall reasonably require for the better accomplishing
                and
                effectuating of the intentions and provisions of this Warrant
                Certificate.

            


    

     

    
      	
              7.

            	
              Time
                of Essence:
                Time
                shall be of the essence of this Warrant
                Certificate.

            


    

     

    
      	
              8.

            	
              Governing
                Laws:
                This
                Warrant Certificate shall be construed in accordance with the laws
                of the
                Province of Ontario and the federal laws of Canada applicable
                therein.

            


    

     

    
      	
              9.

            	
              Notices:
                All notices or other communications to be given under this Warrant
                Certificate shall be delivered by hand or by telecopier and, if delivered
                by hand, shall be deemed to have been given on the delivery date
                and, if
                sent by telecopier, on the date of transmission if sent before 5:00
                p.m.
                on a business day or, if such day is not a business day, on the first
                business day following the date of
                transmission.

            


    

     

    Notices
      to the Corporation shall be addressed to:

     

    Apollo
      Gold Corporation

    5655
      South Yosemite Street, Suite 200

    Greenwood
      Village, Colorado

    80111-3220

     

    
      
        
        

      

      
        9.

        
          

        

      

      
        
        

      

    

    


    Attention:    
      R.
      David
      Russell

    Telecopier:   
      303-524-3280

     

    Notices
      to the Warrantholder shall be addressed to the address of the Warrantholder
      set
      out on the face page of this Warrant Certificate.

     

    The
      Corporation and the Warrantholder may change its address for service by notice
      in writing to the other of them specifying its new address for service under
      this Warrant Certificate.

     

    
      	
              10.

            	
              Lost
                Certificate:
                If this Warrant Certificate or any replacement hereof becomes stolen,
                lost, mutilated or destroyed, the Corporation shall, on such terms
                as it
                may in its discretion impose, acting reasonably, issue and deliver
                a new
                certificate, in form identical hereto but with appropriate changes,
                representing any unexercised portion of the subscription rights
                represented hereby to replace the certificate so stolen, lost, mutilated
                or destroyed.

            


    

     

    
      	
              11.

            	
              Successors:
                This
                Warrant Certificate shall enure to the benefit of the Warrantholder
                and
                the successors thereof and shall be binding upon the Corporation
                and the
                successors thereof.

            


    

     

     

    
      
        
        

      

      
        10.

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be signed
      by an authorized officer as of the _____ day of ___________,
      200<>.

     

    
      	
              APOLLO
                GOLD CORPORATION

            
	 
	
              By:

            	 
	 	
              Name:

              Title:

            


    

    


    
      
        
        

      

      
        11.