Unassociated Document


     

    EXHIBIT
      10.1

     

    AMENDMENT
      TO AGENCY AGREEMENT

    


    THIS
      AMENDMENT TO THE AGENCY AGREEMENT (this “Amendment”)
      is
      made as of this 22nd
      day of
      July, 2008, among Apollo Gold Corporation, (the “Corporation”),
      Haywood Securities Inc. (“Haywood”)
      and
      Blackmont Capital Inc. (together with Haywood, the “Agents”).

    


    WHEREAS,
      on July 9, 2008, the Corporation and the Agents entered into an Agency Agreement
      (the “Agency
      Agreement”)
      and
      the Corporation and the Agents desire to amend the Agency
      Agreement.

    


    NOW
      THEREFORE, in consideration of the mutual agreements contained in the Agency
      Agreement and in this Amendment and other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      agree as follows:

    


    1. The
      Agency Agreement is hereby amended to delete the final paragraph of the Preamble
      and to change the date of the U.S. Final Prospectus Supplement (as defined
      in
      the Agency Agreement) in the Preamble from July 9, 2008 to July 23,
      2008.

    


    2. The
      Agency Agreement is hereby amended to add the following as Section 2(vi): “shall
      not make any confirmations of sales of Units in the United States or receive
      any
      funds from purchasers of Units in the United States prior to delivery of the
      U.S. Final Prospectus Supplement;”. As a result of this addition, the previous
      Sections 2(vi), (vii) and (viii) of the Agency Agreement is hereby amended
      to
      become Sections 2(vii), 2(viii) and 2(ix), respectively.

    


    3. The
      Agency Agreement is hereby amended to replace Section 3(a) with the
      following:

    


    “(a)
      Final
      Prospectus.
      The
      Corporation shall, as soon as possible, and in any event by not later than
      5:00
      p.m. (Toronto time) on July 9, 2008, obtain from the Principal Regulator, a
      Decision Document in respect of the Final Prospectus, and fulfill all other
      requirements as appropriate in order to qualify the Units for Distribution
      in
      the Qualifying Provinces by the Agents and the Selling Firms. The Corporation
      shall, as soon as possible, and in any event by not later than 5:00 p.m.
      (Toronto time) on July 23, 2008, file with the SEC a Free Writing Prospectus
      containing pricing information and, within the time period required under U.S.
      securities laws, the U.S. Final Prospectus Supplement.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. The
      Agency Agreement is hereby amended to replace Section 5 with the
      following:

    


    “In
      return for their services in respect of the Distribution, including (i) acting
      as financial advisors to the Corporation, (ii) assisting in the preparation
      of
      the Offering Documents (and any Supplementary Material), (iii) advising on
      the
      final terms and conditions of the Distribution, (iv) forming and managing a
      selling group for the sale of the Units, and (v) performing administrative
      work
      in connection with the Distribution, the Corporation agrees to pay to the Agents
      at the Closing Time the Agents’ Fee. A corporate finance fee of $100,000 will be
      payable to Haywood on the Closing Date and will be credited against the portion
      of the Agents’ Fee payable to Haywood hereunder. 

     

    As
      additional compensation for the services to be rendered by the Agents in
      connection with the Offering, the Corporation shall grant to the Agents
      Compensation Options to purchase in the aggregate up to such number of
      Compensation Units as is equal to 6% of the aggregate number of Units sold
      in
      the Offering. The Compensation Options may be exercised, in whole or in part,
      during the term thereof, at an exercise price per Compensation Unit equal to
      $0.60, at any time during the period commencing 180 days following the Closing
      Date and ending on the date that is 48 months following the Closing Date. The
      Corporation shall execute and deliver to the Agents at each Closing Time
      Compensation Option Certificates to which the Agents are entitled in a form
      to
      be agreed upon by the Agents and the Corporation, acting
      reasonably.”

    


    5. This
      Amendment may be executed in one or more counterparts (including counterparts
      by
      facsimile), all of which shall be considered one and the same, and shall become
      effective when one or more such counterparts have been signed by each of the
      parties and delivered to each party.

    


    6. This
      Amendment shall be governed by and construed in accordance with the laws of
      the
      Province of Ontario and the federal laws of Canada applicable
      therein.

    


    


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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed and delivered this Amendment as of the date first
      set forth above.

    

      
        	 	
                HAYWOOD
                  SECURITIES INC.

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Gregory McKenzie

              
	 	
                Name:
                  

              	
                Gregory
                  McKenzie

              
	 	 	 
	 	 	 
	 	
                BLACKMONT
                  CAPITAL INC.

              
	 	 	 
	 	 	 
	 	
                By:
                   

              	
                /s/
                  Rick Vernon

              
	 	
                Name:

              	
                Rick
                  Vernon

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
                APOLLO
                  GOLD CORPORATION

              
	 	 	 
	 	 	 
	 	
                By:
                   

              	
                /s/
                  R. David Russell

              
	 	
                Name:
                  

              	
                R.
                  David Russell

              
	 	
                Title:
                  

              	
                President
                  and Chief Executive Officer

              


      

    

     

    
      
        
        

      

      
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