EXHIBIT 10.17

     

    
      Agreement

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Apollo
      Gold Corporation: Black Fox Gold Project

                                        
	 	 
	
                                          Second
      Supplemental

                                          Agreement
      to the Security

                                          Agent
      Agreement

                                        	 
      
	 
      	 
      
	
                                          RMB
      Australia Holdings Limited

                                             

                                          Macquarie
      Bank Limited

                                             

                                          Apollo
      Gold Corporation

                                             

                                          RMB
      Resources Inc.

                                        	 
      
	 	 
	
                                          david.walton@freehills.com

                                        	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

       

    

        
   

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                MLC Centre Martin Place Sydney NSW 2000 Australia

                                GPO Box 4227 Sydney NSW 2001 Australia

                                     

                                Sydney  Melbourne  Perth  Brisbane  Singapore

                              	
                                Telephone +61 2 9225 5000  Facsimile +61 2 9322 4000

                                www.freehills.com  DX 361 Sydney

                                   

                                Correspondent offices in Hanoi  Ho Chi Minh City  Jakarta

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
  

    Contents

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	
                                          Table
      of contents

                                        	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	
                                          The
      agreement

                                        	 
      	
                                          1

                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                          Operative
      part

                                        	 
      	
                                          2

                                        
	 
      	 
      	 
      	 
      	 
      
	
                                          1

                                        	
                                          Definitions
      and interpretation

                                        	 
      	
                                          2

                                        
	 	 	 	 
	 
      	
                                          1.1

                                        	
                                          Agreement
      components

                                        	 
      	
                                          2

                                        
	 
      	
                                          1.2

                                        	
                                          Definitions

                                        	 
      	
                                          2

                                        
	 
      	
                                          1.3

                                        	
                                          Incorporated
      definitions

                                        	 
      	
                                          2

                                        
	 
      	
                                          1.4

                                        	
                                          Incorporated
      provisions

                                        	 
      	
                                          2

                                        
	 
      	 
      	 
      	 
      	 
      
	
                                          2

                                        	
                                          Amendment

                                        	 
      	
                                          2

                                        
	 	 	 	 
	 
      	
                                          2.1

                                        	
                                          Amendment
      to Relevant Document

                                        	 
      	
                                          2

                                        
	 
      	
                                          2.2

                                        	
                                          Amendments
      not to affect validity, rights, obligations

                                        	 
      	
                                          3

                                        
	 
      	
                                          2.3

                                        	
                                          Confirmation

                                        	 
      	
                                          3

                                        
	 
      	 
      	 
      	 
      	 
      
	
                                          3

                                        	
                                          General

                                        	 
      	
                                          3

                                        
	 	 	 	 
	 
      	
                                          3.1

                                        	
                                          Notices

                                        	 
      	
                                          3

                                        
	 
      	
                                          3.2

                                        	
                                          Governing
      law and jurisdiction

                                        	 
      	
                                          3

                                        
	 
      	
                                          3.3

                                        	
                                          Further
      action

                                        	 
      	
                                          3

                                        
	 
      	
                                          3.4

                                        	
                                          Costs
      and expenses

                                        	 
      	
                                          3

                                        
	 
      	
                                          3.5

                                        	
                                          Stamp
      duty

                                        	 
      	
                                          3

                                        
	 
      	
                                          3.6

                                        	
                                          Counterparts

                                        	 
      	
                                          3

                                        
	 
      	
                                          3.7

                                        	
                                          Attorneys

                                        	 
      	
                                          4

                                        
	 
      	
                                          Amended
      and Restated Relevant Document

                                        	 
      	
                                          5

                                        
	 
      	 
      	 
      	 
      	 
      
	 
      	
                                          Signing
      page

                                        	 
      	
                                          6

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        Contents
1

        
          

        

      

      
        
        

      

    

     

    

     

    The
agreement

    
       

    

    
      
        
          
            
              
                	
                        Second
      Supplemental Agreement to the Security Agent Agreement

                      
	    
      
	 
	
                        Date:
      20 February
2009

                      


              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                	
                                                                                        Between
      the parties

                                                                                      	 
      
	 	 
	 	 
	
                                                                                        Initial
      Beneficiaries

                                                                                      	
                                                                                        RMB
      Australia Holdings Limited

                                                                                          
      

                                                                                        ABN
      13 003 201 214 of Level 13, 60 Castlereagh Street, Sydney NSW 2000,
      Australia

                                                                                            

                                                                                        (RMBAH)

                                                                                      
	 	 
	 	 
	 
      	
                                                                                        Macquarie
      Bank Limited

                                                                                            

                                                                                        ABN
      46 008 583 542 of Metals and Energy Capital Division, Level 1, No. 1
      Martin Place, Sydney NSW 2000, Australia

                                                                                           

                                                                                        (Macquarie)

                                                                                      
	 	 
	 	 
	
                                                                                        Initial
      Security

                                                                                        Provider

                                                                                      	
                                                                                        Apollo
      Gold Corporation

                                                                                            

                                                                                        a
      corporation existing under the laws of the Yukon Territory,
      Canada

                                                                                           

                                                                                        of
      5655 South Yosemite Street, Suite 200 Greenwood Village, Colorado
      80111-3220, United States of America

                                                                                           

                                                                                        (Borrower)

                                                                                      
	 	 
	 	 
	
                                                                                        Security
      Agent

                                                                                      	
                                                                                        RMB
      Resources Inc.

                                                                                            

                                                                                        a
      company incorporated under the laws of Delaware, United States of
      America

                                                                                           

                                                                                        of
      Suite 900, 143 Union Boulevard, Lakewood, Colorado 80228, United States of
      America

                                                                                            

                                                                                        (Security
      Agent)

                                                                                      
	 	 
	 	 
	
                                                                                        Background

                                                                                      	
                                                                                        1   
       The
      parties are party to the Relevant Document.

                                                                                             

                                                                                        2   
       The parties wish to amend the Relevant Document in the manner
      set out in this agreement.

                                                                                      
	 	 
	 	 
	
                                                                                        This
      agreement witnesses

                                                                                      	
                                                                                        that
      in consideration of, among other things, the mutual promises contained in
      this agreement, the parties agree as set out in the Operative part of this
      agreement.

                                                                                      
	 	 


                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        page
1

        
          

        

      

      
         


      

    

     

    
  

    Operative
part

     

    
      
        
          	
                  1

                	
                  Definitions
      and interpretation

                
	  
      	 
       


        

      

    

     

    
      	
              1.1

            	
              Agreement
      components

            


    

     

    This
agreement includes any schedule.

     

    
      	
              1.2

            	
              Definitions

            


    

     

    The
meanings of the terms used in this document are set out below.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Term

                                                	
                                                  Meaning

                                                
	 	 
	 	 
	
                                                  Effective
      Date

                                                	
                                                  has
      the meaning given to that term in the Novation
  Agreement.

                                                
	 	 
	 	 
	
                                                  Novation
      Agreement

                                                	
                                                  the
      novation agreement between RMBAH, the Borrower and Macquarie dated on or
      about the date of this agreement.

                                                
	 	 
	 	 
	
                                                  Project
      Facility Agreement

                                                	
                                                  the
      facility agreement between the parties to this agreement dated on or about
      the date of this agreement.

                                                
	 	 
	 	 
	
                                                  Relevant
      Document

                                                	
                                                  the
      agreement entitled ‘Security Agent Agreement’ between the parties to this
      agreement dated 10 December 2008, as amended by the ‘First Supplemental
      Agreement to the Security Agent Agreement’ between the parties to this
      agreement dated 6 February 2009.

                                                
	 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
              1.3

            	
              Incorporated
      definitions

            


    

     

    A word or
phrase defined in the Relevant Document has the same meaning when used in this
agreement.

     

    
      	
              1.4

            	
              Incorporated
      provisions

            


    

     

    Clauses 1.2
and 1.3 of the Relevant Document apply to this agreement as if set out in full
in this agreement and as if references in those clauses to ‘this agreement’
were to this Supplemental Agreement to the Security Agent
Agreement.

     

    
      
        
          	
                  2

                	
                  Amendment

                
	  
      	   
      


        

      

    

     

    
      	
              2.1

            	
              Amendment
      to Relevant Document

            


    

     

    On and
with effect from the Effective Date, clauses 1.1 and 5.2(b) of the Relevant
Document are amended and restated as set out in Schedule 1.
 

    
      
         


      

      
        page
2

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    

                  	
                    3     General

                  


          

        

      

    

     

    
      	
              2.2

            	
              Amendments
      not to affect validity, rights,
obligations

            


    

     

    
      	
              (a)

            	
              The
      amendments to the Relevant Document referred to in clause 2.1
      do not affect the validity or enforceability of the Relevant Document or
      any other Transaction Document.

            


    

     

    
      	
              (b)

            	
              Nothing
      in this agreement:

            


    

     

    
      
        	
              	
                (1)

              	
                prejudices
      or adversely affects any right, power, authority, discretion or remedy
      arising under the Relevant Document or any other Transaction Document;
      or

              


      

    

     

    
      
        	
              	
                (2)

              	
                discharges,
      releases or otherwise affects any liability or obligation arising under
      the Relevant Document or any other Transaction
  Document.

              


      

    

     

    
      	
              2.3

            	
              Confirmation

            


    

     

    
      	
              (a)

            	
              On
      and with effect from the Effective Date, each party is bound by the
      Relevant Document as amended by this
agreement.

            


    

     

    
      	
              (b)

            	
              Each
      party acknowledges and agrees that this agreement is a ‘Transaction
      Document’ as defined in, and for all purposes under, the Relevant
      Document.

            


    

     

    
      
        
          	
                  3

                	
                  General

                
	  
      	   
      


        

      

    

     

    
      	
              3.1

            	
              Notices

            


    

     

    A notice
given under this agreement must be given in accordance with the Relevant
Document.

     

    
      	
              3.2

            	
              Governing
      law and jurisdiction

            


    

     

    
      	
              (a)

            	
              This
      agreement is governed by the laws of the Province of Ontario and the laws
      of Canada which are applicable in the Province of Ontario, other than any
      laws which would result in the imposition of the laws of another
      jurisdiction.

            


    

     

    
      	
              (b)

            	
              Each
      party irrevocably submits to the non-exclusive jurisdiction of the courts
      of the Province of Ontario.

            


    

     

    
      	
              3.3

            	
              Further
      action

            


    

     

    Each
party must do all things and execute all further documents necessary to give
full effect to this agreement.

     

    
      	
              3.4

            	
              Costs
      and expenses

            


    

     

    The
Borrower must pay all reasonable costs and expenses of the parties to this
agreement in relation to the negotiation, preparation, execution, delivery,
stamping and completion of this agreement.

     

    
      	
              3.5

            	
              Stamp
      duty

            


    

     

    The
Borrower must pay any stamp duty or similar Tax which is payable in connection
with the execution or performance of this agreement.

     

    
      	
              3.6

            	
              Counterparts

            


    

     

    
      	
              (a)

            	
              This
      agreement may be executed in any number of
  counterparts.

            


    


    
      
         


      

      
        page
3

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    

                  	
                    3     General

                  


          

        

      

    

     

    
      	
              (b)

            	
              All
      counterparts, taken together, constitute
    one instrument.

            


    

     

    
      	
              (c)

            	
              A
      party may execute this agreement by signing any
    counterpart.

            


    

     

    
      	
              3.7

            	
              Attorneys

            


    

     

    Each of
the attorneys executing this agreement states that the attorney has no notice of
the revocation of the power of attorney appointing that
attorney.


    
      
         


      

      
        page
4

        
          

        

      

      
         


      

    

     

    

     

    Schedule 1

     

    
      
        
          
            
              
                	
                        Amended
      and Restated Relevant Document

                      
	    
          
      


              

            

          

        

      

    

     

    Clause
1.1

     

    Clause
1.1 of the Relevant Document is amended by deleting the definition of ‘Macquarie
Hedging Agreement’.

     

    Clause
5.2(b)

     

    Clause
5.2(b) of the Relevant Document is amended and restated as follows:

     

    “The
Recovered Moneys available for distribution in or towards payment or repayment
of the Secured Moneys (after payment out of the Recovered Moneys of any amounts
which, under a Security, are required to be paid out of those Recovered Moneys
before any distribution is made in or towards payment or repayment of the
Secured Moneys) must be applied by the Security Agent in accordance with any
written agreement between all of the Beneficiaries at the time that agreement is
made and the Security Agent at that time or, in the absence of any agreement in
the following order of priority:

     

    
      
        	
              	
                (1)

              	
                first,
      in or towards payment of any money due to the Security Agent in its
      capacity as Security Agent under the Transaction Documents;
      and

              


      

    

     

    
      
        	
              	
                (2)

              	
                second,
      in or towards payment or repayment to each Beneficiary of its Share
      (calculated as at the date of the distribution) of the Secured Moneys
      (calculated as at the date of the distribution) until each Beneficiary has
      received its Secured Moneys in
full.”

              


      

    


    
      
         


      

      
        page
5

        
          

        

      

      
         


      

    

     

    


    Signing
page

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	
                                        Executed
      as an agreement

                                      
	 	 
	 	 
	 
      	
                                        Initial
      Beneficiary

                                      
	 	 
	 
      	
                                        Signed
      for

                                        RMB
      Australia Holdings Limited

                                        By

                                      
	 	 
	
                                        sign
    here►

                                      	
                                        /s/
      Michael P.C. Brogan

                                      	 
      
	 
      	
                                        Director

                                      	 
      
	 	 	 
	
                                        print
      name

                                      	
                                         Michael
      P.C. Brogan

                                      	 
      
	 	 	 
	
                                        sign
    here►

                                      	
                                        /s/
      Gregory Gay

                                      	 
      
	 
      	
                                        Director
      / Company Secretary

                                      	 
      
	 	 	 
	
                                        print
      name

                                      	
                                        Gregory
      Gay

                                      	 
      
	 	 	 
	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        page
6

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    

                  	
                    Signing
      page

                  


          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	
                                            Initial
      Beneficiary

                                          
	 	 
	 
      	
                                            Signed
      for

                                            Macquarie
      Bank Limited

                                            by
      its attorneys

                                          
	 	 
	
                                            sign
    here►

                                          	
                                            /s/
      Gavin Bradley

                                          	 
      
	 
      	
                                            Attorney

                                          	 
      
	 	 	 
	
                                            print
      name

                                          	
                                             Gavin
      Bradley

                                          	 
      
	 	 	 
	
                                            sign
    here►

                                          	
                                            /s/
      Margot Branson

                                          	 
      
	 
      	
                                            Attorney

                                          	 
      
	 	 	 
	
                                            print
      name

                                          	
                                             Margot
      Branson

                                          	 
      
	 	 	 
	 
      	
                                            in
      the presence of

                                          	 
      
	 	 	 
	 	
                                            /s/
      Katie Choi

                                          	 
	
                                            sign
    here►

                                          	
                                              
      

                                          	 
      
	 
      	
                                            Witness

                                          	 
      
	 	 	 
	
                                            print
      name

                                          	
                                            Katie
      Choi

                                          	 
      
	 	 	 
	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              Initial
      Security Provider

                            
	 	 
	 
      	
                              Signed
      for

                              Apollo
      Gold Corporation

                              by
      its authorised signatory

                            
	 	 
	
                              sign
    here►

                            	
                              /s./
      Melvyn Williams

                            	 
      
	 
      	
                              Authorised
      Signatory

                            	 
      
	 	 	 
	
                              print
      name

                            	
                              Melvyn
      Williams

                            	 
      
	 	 	 
	
                              title

                            	
                              Chief
      Executive Officer

                            	 
      
	 	 	 
	 
      


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        page
7

        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    

                  	
                    Signing
      page

                  


          

        

      

    

     

    
      
        
          
            
              
                
                  
                    	 
      	
                            Security
      Agent

                          
	 	 
	 
      	
                            Signed
      for

                            RMB
      Resources Inc.

                            by
      its authorised signatory

                          
	 	 
	
                            sign
    here►

                          	
                            /s/
      Richard A. Winters

                          	 
      
	 
      	
                            Authorised
      Signatory

                          	 
      
	 	 	 
	
                            print
      name

                          	
                            Richard
      A. Winters

                          	 
      
	 	 	 
	
                            title

                          	
                            President

                          	 
      
	 	 	 
	 
      


                  

                

              

            

          

        

      

    


    
      
         


      

      
        page
8