Unassociated Document


    EXHIBIT
10.1

    


    


    


    


    RAB
SPECIAL SITUATIONS (MASTER) FUND LIMITED

    and

    APOLLO
GOLD CORPORATION

     

    
      
        

      

    

     

    FIRST
AMENDING AGREEMENT

    
      February
16, 2009 

       

      
        

      

      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMENDING
AGREEMENT

    


    First
amending agreement dated February 16, 2009 between RAB Special Situations
(Master) Fund Limited (“RAB”) and Apollo Gold
Corporation (“Apollo”).

    


    RECITALS:

    


    
      	
               
      

            	
              (a)

            	
              RAB
      and Apollo have entered into a subscription agreement (the “Subscription Agreement”)
      dated February 19, 2007 in which RAB subscribed for US$4,290,000 principal
      amount of unsecured convertible debentures (the “Debentures”). Each
      US$1,000 principal amount amount of the Debentures is convertible, at the
      option of the holder before the Debentures mature, into 2,000 common
      shares of Apollo and accompanied by 2,000 common share purchase warrants
      (the “Debenture
      Warrants”);

            


    

    


    
      	
               
      

            	
              (b)

            	
              On
      February 23, 2007, Apollo issued to RAB debenture certificate number
      2007-1 representing US$4,290,000 principal amount of the Debentures and
      warrant certificate number # 2007-01-01 representing 8,580,000 Debenture
      Warrants;

            


    

    


    
      	
               
      

            	
              (c)

            	
              RAB
      and Apollo wish to amend the Debentures and the Debenture Warrants as
      provided in this first amending
agreement.

            


    

    


    In
consideration of the above and the mutual agreements contained in this amending
agreement (the receipt and adequacy of which are acknowledged), the parties
agree as follows:

    


    
      	
              Section
      1 

            	
              Defined
      Terms.

            


    

    


    Capitalized
terms used in this amending agreement that are not defined in it have the
meanings given to them in the Debentures or Debenture Warrants, as the case may
be.

    


    
      	
              Section
      2

            	
              Amendments
      to the Debentures.

            


    

    


    The
Debentures are hereby amended as follows:

    


    
      	
               
      

            	
              (a)

            	
              The
      definition of “Maturity Date” as set out in
      Section 1.1 of the Debentures is hereby deleted and replaced with the
      following:

            


    

    


    “Maturity Date” means February
23, 2010.

    


    
      	
               
      

            	
              (b)

            	
              The
      definition of “Maturity
      Date” as set out in Section 2.1(a) of the Debentures is hereby
      amended so that February 23, 2009 now becomes February 23,
      2010.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Section
      1.1 of the Debentures is hereby amended by adding the
      following:

            


    

    


    
      	
               
      

            	
              (q)

            	
              “U.S. Dollar Equivalent“
      means, on any day with respect to an amount of Canadian Dollars, the
      equivalent amount of U.S. Dollars determined by using the noon rate quoted
      by the Bank of Canada  on its web page to provide U.S. Dollars
      in exchange for Canadian Dollars on such
day.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              Section
      3.1(b) of the Debentures is hereby deleted and replaced with the
      following:

            


    

    


    
      	
               
      

            	
              (b)

            	
              1.5%
      per month for the final 24 months prior to the Maturity Date (18% per
      annum simple interest not compounded), in like money at the said place,
      calculated and payable yearly in arrears (less any tax required by law to
      be deducted) with the payment due on February 23, 2009 and February 23,
      2010.

            


    

    


    
      	
               
      

            	
              (e)

            	
              A
      new Section 3.1(c) shall be added to the Debentures as
      follows:

            


    

    


    
      	
               
      

            	
              (c)

            	
              On
      February 23, 2009, the Corporation shall repay US$772,200 in accrued
      interest (the “Accrued
      Interest”) to the Holder and the Corporation shall have the option
      to repay by way of cash or common shares of the Corporation.  If
      the Corporation elects to pay the Accrued Interest by issuing common
      shares of the Corporation (the “Interest Conversion
      Shares”) to the Holder, the number of Interest Conversion Shares to
      be issued shall be determined by dividing the amount of the Accrued
      Interest by the U.S. Dollar Equivalent of the five-day volume weighted
      average price of the common shares of the Corporation as traded on the
      Toronto Stock Exchange as measured for the five day period ending February
      23, 2009.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Section
      5.1 of the Debentures is hereby amended so that the reference to February
      23, 2009 shall now become February 23,
2010.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Except
      as expressly amended hereby, the Debentures are in all respects ratified
      and confirmed and all the terms, conditions and provisions thereof shall
      remain in full force and effect.

            


    

    


    
      	
              Section
      3

            	
              Amendments
      to the Debenture Warrants.

            


    

    


    The
Debenture Warrants are hereby amended as follows:

    


    
      	
               
      

            	
              (a)

            	
              The
      definition of “Expiry
      Date” as set out in the preamble paragraph is hereby amended so
      that February 23, 2009 now becomes the date that is one (1) year after the
      effective date of the amendments to the Debenture
  Warrants.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      definition of “Exercise
      Price” as set out in the preamble paragraph is hereby amended so
      that US$0.50 now becomes US$0.25.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              The
      Exercise Price referenced in Schedule “A” to the Certificate representing
      the Debenture Warrants, the Subscription Form, is hereby amended so that
      US$0.50 now becomes US$0.25.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Except
      as expressly amended hereby, the Certificate representing the Debenture
      Warrants is in all respects ratified and confirmed and all the terms,
      conditions and provisions thereof shall remain in full force and
      effect.

            


    

    


    
      	
              Section
      4

            	
              Consideration
      for Amending Agreement.

            


    

    


    In order
to induce RAB to enter into this first amending agreement, Apollo agrees to the
following:

    


    
      	
               
      

            	
              (a)

            	
              Apollo
      will issue to RAB 2,000,000 common shares (the “Consideration Shares”)
      on February 23, 2009.

            


    

    


    
      	
            	
              (b) 

            	
              Apollo
      will use its commercially reasonable best efforts
  to:

            


    

    


    
      	
               
      

            	
              (i)

            	
              obtain
      all required stock exchange approvals for the amendments to the Debentures
      and Debenture Warrants and listing of the Consideration Shares and any
      Interest Conversion Shares on the Toronto Stock Exchange and the NYSE
      Alternext US (formerly the American Stock
  Exchange);

            


    

    


    
      	
               
      

            	
              (ii)

            	
              issue
      the Consideration Shares and any Interest Conversion Shares as free
      trading shares, or enter into a registration rights agreement with RAB in
      respect of the Consideration Shares and any Interest Conversion Shares and
      prepare and file or cause to be prepared and filed with the United States
      Securities and Exchange Commission (“SEC”) a registration
      statement in respect of the resale of the Consideration Shares and any
      Interest Conversion Shares ; and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              prepare
      and file or cause to be prepared and filed with the SEC a registration
      statement on Form S-3 (or other appropriate form) in respect of the resale
      of the common shares issuable upon conversion of the Debentures or
      exercise of the Debenture Warrants.

            


    

    


    
      	
              Section
      5

            	
              Confidentiality.

            


    

    


    RAB
agrees to keep the terms of this first amending agreement confidential between
the parties, subject to any required disclosures under applicable Canadian and
U.S. securities laws.

    


    
      	
              Section
      6

            	
              Entire
      Agreement.

            


    

    


    This
amending agreement constitutes the entire agreement between the parties with
respect to the amendments contemplated in this amending agreement and supersedes
all prior agreements, understandings, negotiations and discussions, whether oral
or written, of the parties, the purpose of which were to amend the Debentures
and the Debenture Warrants. The parties have not relied and are not relying on
any other information, discussion or understanding in implementing the
amendments contemplated by this amending agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	
              Section
      7

            	
              Successors
      and Assigns.

            


    

    


    This
amending agreement becomes effective when executed by all of the parties. After
that time, it is binding upon and enures to the benefit of the parties and their
respective successors and permitted assigns.

    


    
      	
              Section
      8

            	
              Governing
      Law.

            


    

    


    This
amending agreement is governed by, interpreted and enforced in accordance with
the laws of the Province of Ontario and the federal laws of Canada applicable in
Ontario.

    


    
      	
              Section
      9

            	
              Counterparts.

            


    

    


    This
amending agreement may be executed in any number of counterparts (including
counterparts by facsimile) and all such counterparts taken together constitute
one and the same instrument.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF The parties
have executed this amending agreement.

     

    
      
        	 	

                RAB
      SPECIAL SITUATIONS (MASTER) FUND LIMITED

              	 
	 	 	 	 
	 	By:	

                Name:
      /s/ Benjamin Hill

              	 
	 	 	

                Name:
      /s/ Jake Leavesley

              	 
	 	 	

                Title:
      Authorized signatories for RAB Capital plc for and on behalf of RAB
      Special Situations (Master) Fund Limited

              	 


      

    

     

    
      
        	 	

                Apollo
      Gold Corporation

              	 
	
                 

              	
                By:

              	

                /s/
      R. D. Russell

              	 
	 	 	

                Name:
      R. David Russell

              	 
	 	 	

                

                  Title:
      Authorized Signatory 

                   
      President and CEO

                

              	 
	 	 	 	 


      

    

    

      
        
           


        

        
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