AGENCY AGREEMENT



September 19, 2003



APOLLO GOLD CORPORATION

4601 DTC Boulevard, Suite 750

Denver, Colorado, U.S.A.

80237-2571



ATTENTION:    MR. R. DAVID RUSSELL

              PRESIDENT & CHIEF EXECUTIVE OFFICER



Dear Sirs:



     BMO  Nesbitt  Burns  Inc.  ("BMO  NESBITT  BURNS"),  as lead agent and sole

bookrunner,  Canaccord Capital Corporation, Griffiths McBurney & Partners, Orion

Securities  Inc.  and  Westwind  Partners  Inc.  (collectively,  the  "AGENTS")

understand  that  Apollo  Gold Corporation (the "COMPANY") proposes to issue and

sell 22,300,000 common shares of the Company (the "OFFERED SHARES") at the price

of $2.25 per share for aggregate gross proceeds of $50,175,000.  The offering of

the Offered Shares (which term shall include any additional common shares of the

Company  (the  "COMMON  SHARES") to be purchased in the event of the exercise of

the Over-Allotment Option (as defined below) and in the event of the exercise of

the Agents' Option (as defined below)) by the Company is hereinafter referred to

as  the  "OFFERING".



     Upon  and  subject  to  the  terms and conditions hereof, the Agents hereby

agree  to  act  as, and the Company hereby appoints the Agents as, its exclusive

agents  to  offer  the  Offered  Shares for sale on the Closing Date. The Agents

hereby  agree  to  use  their  reasonable  best  efforts  to lawfully secure the

subscriptions therefor, provided the Agents shall not be under any obligation to

purchase  any  of  the  Offered  Shares.



     The Agents shall have an option (the "OVER-ALLOTMENT OPTION"), which Option

may  be  exercised  in  the  Agents'  sole discretion and without obligation, to

purchase  up  to  an additional 3,345,000 Common Shares of the Company which, if

subscribed for hereunder, shall be deemed to form part of the Offered Shares for

the  purposes  hereof.  The  Over-Allotment  Option  shall be exercisable by the

Agents  prior to Closing and at any time up to 30 days after the Time of Closing

(as  hereinafter  defined)  by delivering written notice to the Company prior to

the  expiry  of  the  Over-Allotment Option, after which time the Over-Allotment

Option  shall  be  void  and  of  no  further  force  and  effect.



     In  consideration of the Agents' services to be rendered in connection with

the  Offering,  including  assisting  in preparing documentation relating to the

Offered Shares including the Preliminary Prospectus and the Final Prospectus (in

each  case as hereinafter defined), obtaining subscriptions for and distributing

the  Offered  Shares, directly and through other investment dealers and brokers,

and  performing administrative work in connection with the Offering, the Company

agrees to pay the Agency Fee (as hereinafter defined) to the Agents. The Company

agrees  that  the  Agents  will  be permitted to appoint, at their sole expense,

other  registered  dealers  (or other dealers duly qualified in their respective

jurisdictions) as their sub-agents (collectively such sub-agents are referred to

herein  as the "SUB-AGENCY GROUP") to assist in the Offering and that the Agents

may  offer  such  sub-agents  as  compensation  any  part  of  the  Agency  Fee.





{PAGE}

     The following are the further terms and conditions of this Agreement.



1.   INTERPRETATION



1.1  DEFINITIONS:  Unless  expressly  provided  otherwise,  where  used in  this

agreement  or  any schedule hereto, the following terms shall have the following

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