SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                           Filed by the Registrant [X]

                 Filed by a party other than the Registrant [ ]

                           Check the appropriate box:

                        [X]  Preliminary Proxy Statement

      [ ]  Confidential, for Use of the Commission only (as permitted by Rule
                                  14a-6(e)(2))

                         [ ] Definitive Proxy Statement

                       [ ] Definitive Additional Materials

         [ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

                             APOLLO GOLD CORPORATION
                (Name of Registrant as Specified In Its Charter)

               Payment of Filing Fee (Check the appropriate box):

                               [X] No fee required

   [ ]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

    (1)  Title of each class of securities to which transaction applies: N/A

      (2)  Aggregate number of securities to which transaction applies: N/A

      (3)  Per unit price or other underlying value of transaction computed
      pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined): N/A

            (4)  Proposed maximum aggregate value of transaction: N/A

                               Total fee paid: N/A

               [ ] Fee paid previously with preliminary materials.

 [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
   previously.  Identify the previous filing by registration statement number,
               or the Form or Schedule and the date of its filing.

                        (1)  Amount Previously Paid: N/A

             (2)  Form, Schedule or Registration Statement No.: N/A

                             (3)  Filing Party: N/A

                              (4)  Date Filed: N/A






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             NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF

                             APOLLO GOLD CORPORATION

                  AND MANAGEMENT INFORMATION AND PROXY CIRCULAR

================================================================================






                                     TABLE OF CONTENTS

                                                                                     
INVITATION TO SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS . . . . . . . . . . . . . . . . .    2
GENERAL PROXY INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
  Solicitation of Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
  Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
  Voting Shares And Principal Holders Thereof. . . . . . . . . . . . . . . . . . . . .    3
  Beneficial Ownership Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
  Q & A on Proxy Voting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
STATEMENT OF CORPORATE GOVERNANCE PRACTICES. . . . . . . . . . . . . . . . . . . . . .    7
  Overview of Corporate Governance Practices . . . . . . . . . . . . . . . . . . . . .    7
    Assumption of Responsibilities by the Board of Directors . . . . . . . . . . . . .    7
    Corporate Governance Principles. . . . . . . . . . . . . . . . . . . . . . . . . .    8
    Composition of the Board of Directors. . . . . . . . . . . . . . . . . . . . . . .    8
    Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
    Board Functioning and Independence . . . . . . . . . . . . . . . . . . . . . . . .    9
    Shareholder Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
    Code of Business Conduct and Ethics. . . . . . . . . . . . . . . . . . . . . . . .   10
    Whistleblower Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
  Board Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
    Audit and Finance Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
    Report of the Audit and Finance Committee. . . . . . . . . . . . . . . . . . . . .   11
    Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
    Report of the Compensation Committee . . . . . . . . . . . . . . . . . . . . . . .   12
    Technical Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
    Nominating Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
    How was the Board Compensated in 2003? . . . . . . . . . . . . . . . . . . . . . .   16
    Shareholdings of Board Members . . . . . . . . . . . . . . . . . . . . . . . . . .   16
    Summary of Board and Committee Meetings Held . . . . . . . . . . . . . . . . . . .   16
    Summary of Attendance of Directors . . . . . . . . . . . . . . . . . . . . . . . .   16
  Executive Officers and Executive Compensation. . . . . . . . . . . . . . . . . . . .   17
    Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
    Summary Compensation Table for Named Executive Officers. . . . . . . . . . . . . .   19
  Stock Option Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
    Incentive Stock Option Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
    Plan of Arrangement Stock Option Plan. . . . . . . . . . . . . . . . . . . . . . .   21
    2003 Stock Option Grants . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
    Aggregated Options Exercised During Most Recently Completed Financial Year And
    Option Values At Financial Year-End. . . . . . . . . . . . . . . . . . . . . . . .   22
  Management Agreements with Executive Officers. . . . . . . . . . . . . . . . . . . .   22
  Indebtedness of Directors and Officers . . . . . . . . . . . . . . . . . . . . . . .   24
  Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . . . . . . .   24
  Performance Graph. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
  Directors' and Officers' Insurance . . . . . . . . . . . . . . . . . . . . . . . . .   25
  Interests of Insiders and Others in Material Transactions. . . . . . . . . . . . . .   26
  Section 16(a) Beneficial Ownership Reporting Compliance. . . . . . . . . . . . . . .   26
  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   26
  Interest of Certain Persons in Matters to be Acted Upon. . . . . . . . . . . . . . .   26
PARTICULARS OF MATTERS TO BE ACTED UPON. . . . . . . . . . . . . . . . . . . . . . . .   27
  Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27
  Proposal #1 - Election of Directors. . . . . . . . . . . . . . . . . . . . . . . . .   27
  Proposal #2 - Appointment of Auditors. . . . . . . . . . . . . . . . . . . . . . . .   29
  Proposal #3 - Advanced Shareholder Approval  for the Issuance of Common Shares
  by Private Placement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   30
APPROVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
SHAREHOLDER PROPOSALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
SCHEDULE "A" CORPORATE GOVERNANCE PROCEDURES . . . . . . . . . . . . . . . . . . . . .  A-1
SCHEDULE "B" RESOLUTION APPROVING IN ADVANCE THE ISSUANCE OF COMMON SHARES BY
PRIVATE PLACEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  B-1
SCHEDULE "C"  AUDIT COMMITTEE CHARTER. . . . . . . . . . . . . . . . . . . . . . . . .  C-1




                           INVITATION TO SHAREHOLDERS

It  is  my  great  pleasure to invite you to join our board of directors and the
senior  management  of  Apollo  Gold  Corporation at our next annual and special
meeting,  which  convenes  at  11:00  a.m. (Denver time) on May 20, 2004, at the
Hyatt Regency Tech Center, 7800 East Tufts Avenue, Denver, Colorado 80237.

I urge you to attend if you can.  This occasion is your opportunity to receive a
first-hand  account  of how Apollo Gold Corporation performed for the year ended
December 31, 2003, as well as to hear our plans for the future.

Should  you  have  any questions for senior management, the annual meeting is an
excellent  place  to  raise  them.

If  you  cannot  attend in person, I encourage you to exercise the power of your
proxy,  by  signing,  dating  and  returning  the enclosed proxy promptly in the
accompanying  reply  envelope.  If  you  decide to attend the annual and special
meeting  and  wish  to  change  your  proxy vote, you may do so automatically by
voting in the annual and special meeting.  For further information regarding the
power  of  your  proxy  please  read the accompanying Management Information and
Proxy  Circular.

I  appreciate  your  participation, and I look forward to seeing you this May in
Denver.

Sincerely,

(Signed)    R. DAVID RUSSELL
            President and                                          April 8, 2004
            Chief Executive Officer



              NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT an annual and special meeting (the "MEETING") of the
shareholders  of Apollo Gold Corporation (the "CORPORATION") will be held at the
Hyatt  Regency  Tech  Center,  7800 East Tufts Avenue, Denver, Colorado 80237 on
Thursday,  May  20, 2004 at 11:00 a.m. (Denver time) for the following purposes:

(1)  to receive the consolidated financial statements of the Corporation for the
     fiscal  year  ended  December  31,  2003,  together  with the report of the
     auditors  thereon;

(2)  to elect directors of the Corporation;

(3)  to  appoint  auditors  and  to  authorize  the  directors  to  fix  their
     remuneration;

(4)  to  consider and, if thought appropriate, pass a resolution with or without
     variation,  (the  "PRIVATE PLACEMENT RESOLUTION"), authorizing the board of
     directors of the Corporation to enter into additional private placements of
     securities  of  the  Corporation  during the 12 month period ending May 20,
     2005,  as  further  set  out in SCHEDULE "B" to the accompanying Management
     Information  and  Proxy  Circular;

(5)  to  transact such other business as may properly come before the Meeting or
     any  adjournment  thereof.

The  accompanying  Management Information and Proxy Circular provides additional
information  relating  to  the  matters  to  be dealt with at the Meeting and is
deemed  to  form  part  of  this  Notice  of  Meeting.

SHAREHOLDERS  WHO  ARE  UNABLE  TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
COMPLETE,  DATE  AND  SIGN  THE ENCLOSED PROXY, AND TO RETURN IT IN THE ENVELOPE
PROVIDED  FOR  THAT  PURPOSE.

If  you are a REGISTERED SHAREHOLDER of the Corporation and are unable to attend
the  Meeting  in person, please date and execute the accompanying form of proxy.
Proxies  to  be  used  at  the  Meeting must be deposited with CIBC Mellon Trust
Company,  Proxy Department, 200 Queens Quay East, Unit #6, Toronto, Ontario, M5A
4K9 Canada, before 5:00 p.m. (Toronto time) on May 18, 2004.

If  you  are  a  NON-REGISTERED SHAREHOLDER of the Corporation and receive these
materials  through  your  broker  or  another  intermediary, please complete and
return the materials in accordance with the instructions provided to you by your
broker or such other intermediary. In addition, please read the section entitled
Q&A  ON PROXY VOTING "If my shares are not registered in my name but are held in
the  name  of  a  nominee  (a bank, trust company, securities broker, trustee or
other), how do I vote my shares?"

                                             By Order of the Board


                                             (Signed)  R. David Russell
                                             President and
                                             Chief Executive Officer
Denver, Colorado
April 8, 2004


                                                                          Page 2

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                             APOLLO GOLD CORPORATION

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                    MANAGEMENT INFORMATION AND PROXY CIRCULAR

                            GENERAL PROXY INFORMATION

                             SOLICITATION OF PROXIES

THIS  MANAGEMENT INFORMATION AND PROXY CIRCULAR (THE "CIRCULAR") IS FURNISHED IN
CONNECTION WITH THE SOLICITATION OF PROXIES BY OR ON BEHALF OF THE MANAGEMENT OF
APOLLO  GOLD  CORPORATION  (THE "CORPORATION" OR "APOLLO") FOR USE AT THE ANNUAL
AND  SPECIAL  MEETING  (THE  "MEETING")  OF SHAREHOLDERS OF THE CORPORATION (THE
"SHAREHOLDERS")  TO  BE  HELD  ON  THURSDAY, MAY 20, 2004, AT 11:00 A.M. (DENVER
TIME),  OR  ANY ADJOURNMENT THEREOF, AT THE HYATT REGENCY TECH CENTER, 7800 EAST
TUFTS  AVENUE,  DENVER,  COLORADO  80237  FOR  THE  PURPOSES  SET  OUT  IN  THE
ACCOMPANYING  NOTICE  OF  MEETING  (THE  "NOTICE  OF  MEETING").

The  solicitations  will  be  made  primarily  by  mail, but proxies may also be
solicited  personally  or  by  telephone  by  directors,  officers  and  regular
employees  of  the  Corporation  at  nominal  cost.  Banks, brokers, custodians,
nominees  and  fiduciaries  will  be  requested  to forward the proxy soliciting
materials  to beneficial owners, and the Corporation will reimburse such persons
for  reasonable out-of-pocket expenses incurred by them in this connection.  The
expenses  of soliciting proxies, including the cost of preparing, assembling and
mailing  this  proxy material to shareholders, will be borne by the Corporation.

This  Circular, the Notice of Meeting and accompanying Proxy are being mailed on
or  about  April  16,  2004.


                                     QUORUM

A  quorum  is required in order for the Meeting to be properly constituted.  The
holders  of  at  least  one-third of the shares entitled to vote at a meeting of
shareholders,  personally  present  or  represented by proxy, shall constitute a
quorum.


                   VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The  authorized  capital  of  the Corporation consists of an unlimited number of
common  shares ("COMMON SHARES").  As of the close of business on April 8, 2004,
_______  Common Shares were outstanding and entitled to vote.  Each Common Share
is  entitled  to  one (1) vote.  The outstanding Common Shares are listed on the
Toronto  Stock  Exchange  (the  "TSX") under the symbol APG, and on the American
Stock  Exchange  ("AMEX")  under  the  symbol  AGT.


                           BENEFICIAL OWNERSHIP TABLE

The  following  table sets forth certain information known to us with respect to
the  beneficial  ownership  of our Common Shares as of March 26, 2004 by (i) all
persons who are known to us to be beneficial owners of five percent (5%) or more
of  the  Common  Shares,  (ii)  each of our directors, (iii) the chief executive
officer  and  the  other  four  most  highly compensated executive officers (the
"NAMED  EXECUTIVE  OFFICERS")  and  (iv)  all  current  directors  and executive
officers  as  a  group.

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities  and Exchange Commission and includes voting or investment power with
respect  to  the  securities.  Common Shares subject to options or warrants that
are  currently  exercisable  or exercisable within 60 days of March 26, 2004 are
deemed  to  be  outstanding  and to be beneficially owned by the person or group
holding  such  options  or  warrants for the purpose of computing the percentage
ownership  of  such  person  or group but are not treated as outstanding for the
purpose  of  computing  the  percentage  ownership of any other person or group.
Unless  otherwise  indicated,  the  address  for  each  of  the


                                                                          Page 3

individuals  listed  in  the  table is care of Apollo Gold Corporation, 4601 DTC
Boulevard,  Suite  750, Denver, Colorado 80237-2571.  Unless otherwise indicated
by footnote, the persons named in the table have sole voting and sole investment
power  with  respect  to  all Common Shares shown as beneficially owned by them,
subject  to  applicable  community  property  laws.  Percentage  of  beneficial
ownership  is  based  on 79,017,575 of our Common Shares outstanding as of March
26,  2004.



BENEFICIAL OWNER                                    SHARES BENEFICIALLY OWNED   PERCENT OF CLASS
                                                                          
G.W. (Bill) Thompson                                                125,071(1)                 *
W.S. (Steve) Vaughan                                                 68,365(1)                 *
R. David Russell                                               1,574,928(1)(2)              1.98%
G. Michael Hobart                                                   111,071(1)                 *
Charles E. Stott                                                    112,071(1)                 *
R. Llee Chapman                                                     354,929(1)                 *
Richard F. Nanna                                                  1,321,166(1)              1.66%
Donald W. Vagstad                                                   192,009(1)                 *
David K.Young                                                       218,659(1)                 *
Gerald J. Schissler                                                  35,000(1)                 *
Robert A. Watts                                                           Nil                  *
All officers and directors as a group (14 persons)                4,167,269(3)              5.12%
Goodman & Company, Investment Counsel Ltd.                        5,375,000(4)              5.17%

*    Represents less than 1% of our outstanding Common Shares.

(1)  Amounts  shown  include Common Shares subject to options exercisable within
     60  days:  125,071 Common Shares for Mr. Thompson; 68,365 Common Shares for
     Mr.  Vaughan;  550,403 Common Shares for Mr. Russell; 110,071 Common Shares
     for  Mr. Hobart; 110,071 Common Shares for Mr. Stott; 340,829 Common Shares
     for Mr. Chapman; 544,866 Common Shares for Mr. Nanna; 192,009 Common Shares
     for  Mr.  Vagstad;  217,659  Common Shares for Mr. Young; and 35,000 Common
     Shares  for  Mr.  Schissler.

(2)  Shares  beneficially  owned  by  Mr. Russell also include 100 Common Shares
     owned  by  a  member  of  Mr.  Russell's  immediate  family.

(3)  Shares  beneficially owned by all officers and directors as a group include
     options  and/or  warrants  to purchase up to 2,348,344 of our Common Shares
     which  may  be  exercised  in  whole or in part within 60 days.

(4)  The  address  for Goodman & Company, Investment Counsel Ltd. (f/k/a Dynamic
     Mutual  Funds)  is  55th Floor, Scotia Plaza, 40 King Street West, Toronto,
     Ontario,  Canada  M5H4A9.  The  number  of  shares  indicated is based on a
     statement  on  Schedule  13G  that  was filed jointly by Goodman & Company,
     Investment Counsel Ltd. on March 5, 2004 and includes 1,625,000 warrants to
     purchase  Common  Shares  of which 1,000,000 are exercisable at US$3.25 and
     expire  on  December  23,  2006  and 625,000 are exercisable at US$1.60 and
     expire  on  March  21,  2004.


                              Q & A ON PROXY VOTING

Q:   WHAT  AM  I  VOTING  ON?

A:   Shareholders  are  voting  on  the  election  of  directors to the board of
     directors  of  the  Corporation  (the "BOARD") for 2004, the appointment of
     auditors  for  the  Corporation  for  2004 and the approval of a resolution
     authorizing  the  Board  to  enter  into  additional  private placements of
     securities of the Corporation during the 12-month period commencing May 20,
     2004.

Q:   WHO  IS  ENTITLED  TO  VOTE?

A:   Shareholders  as  of  the  close  of business on April 8, 2004 (the "RECORD
     DATE"),  are entitled to vote. Each Common Share is entitled to one vote on
     those items of business identified in the Notice of Meeting.


                                                                          Page 4

     If  you  acquired  your  shares  after the Record Date, please refer to the
     answer  to  the  question "What if ownership of shares has been transferred
     after  April  8,  2004?"  to  determine  how  you  may  vote  such  shares.

Q:   HOW DO I VOTE?

A:   There  are  two  ways  you  can  vote  your  shares if you are a registered
     shareholder.  You  may  vote  in  person at the Meeting or you may sign the
     enclosed  form  of  proxy appointing the named persons or some other person
     you  choose, who need not be a shareholder, to represent you as proxyholder
     and vote your shares at the Meeting. If your shares are held in the name of
     a nominee, please refer to the answer to the question "If my shares are not
     registered  in my name but are held in the name of a nominee (a bank, trust
     company, securities broker, trustee or other), how do I vote my shares?" to
     determine  how  you  may  vote  your  shares.

Q:   WHAT IF I PLAN TO ATTEND THE MEETING AND VOTE IN PERSON?

A:   If  you  are a registered shareholder and plan to attend the Meeting on May
     20,  2004  and  wish  to  vote your shares in person at the Meeting, do not
     complete  or  return the form of proxy. Your vote will be taken and counted
     at  the Meeting. Please register with the transfer agent, CIBC Mellon Trust
     Company,  upon  arrival at the Meeting. If your shares are held in the name
     of  a  nominee,  refer  to the answer to the question "If my shares are not
     registered  in my name but are held in the name of a nominee (a bank, trust
     company,  securities  broker,  trustee or other), how do I vote my shares?"
     for  voting  instructions.

Q:   WHO  IS  SOLICITING  MY  PROXY?

A:   THE  ENCLOSED FORM OF PROXY IS BEING SOLICITED BY MANAGEMENT OF APOLLO GOLD
     CORPORATION  and the associated costs will be borne by the Corporation. The
     solicitation  will  be  made  primarily by mail but may also be made by the
     telephone,  in  writing  or  in  person by the employees of the Corporation
     and/or  CIBC  Mellon  Trust  Company.

Q:   WHAT IF I SIGN THE FORM OF PROXY ENCLOSED WITH THIS CIRCULAR?

A:   Signing  the  enclosed form of proxy gives authority to R. David Russell or
     R.  Llee  Chapman,  the  President  and  the Chief Financial Officer of the
     Corporation, respectively, or to another person you have appointed, to vote
     your  shares  at  the  Meeting.

Q:   CAN I APPOINT SOMEONE OTHER THAN THESE REPRESENTATIVES TO VOTE MY SHARES?

A:   Yes.  WRITE  THE NAME OF THIS PERSON, WHO NEED NOT BE A SHAREHOLDER, IN THE
     BLANK  SPACE  PROVIDED IN THE FORM OF PROXY. It is important to ensure that
     any  other person you appoint is attending the Meeting and is aware that he
     or  she  has  been appointed to vote your shares. Proxyholders should, upon
     arrival  at  the  Meeting,  present  themselves to a representative of CIBC
     Mellon  Trust  Company.

Q:   WHAT DO I DO WITH MY COMPLETED PROXY?

A:   Return  it  to the Corporation's transfer agent, CIBC Mellon Trust Company,
     in  the envelope provided, at "CIBC Mellon Trust Company, Proxy Department,
     200  Queens Quay East, Unit #6, Toronto, Ontario M5A 4K9 Canada", or by fax
     to (416) 368-2502 so that it arrives no later than 5:00 p.m. (Toronto time)
     on  May  18,  2004.  This  will  ensure  that  your  vote  is  recorded.

Q:   IF I CHANGE MY MIND, CAN I TAKE BACK MY PROXY ONCE I HAVE GIVEN IT?

A:   Yes.  If  you  change  your  mind  and wish to revoke your proxy, prepare a
     written  statement  to this effect or, if you are a registered shareholder,
     you  may  attend  the  annual  meeting and vote and this will automatically
     revoke your proxy. If you prepare the written statement, the statement must
     be  signed  by  you  or  your  attorney as authorized in writing or, if the
     shareholder  is a corporation, under its corporate seal or by an officer or
     attorney  of  the  corporation  duly  authorized.  This  statement  must be
     delivered  either  to  the


                                                                          Page 5

     executive  office  of  the  Corporation  at  4601 DTC Boulevard, Suite 750,
     Denver,  Colorado  80237-2571 no later than 5:00 p.m. (Toronto time) on May
     19,  2004  or to the Chairman of the Meeting on the day of the Meeting, May
     20,  2004,  or any adjournment of the Meeting, prior to the time of voting.

Q:   HOW WILL MY SHARES BE VOTED IF I GIVE MY PROXY?

A:   The persons named on the form of proxy must vote for or against or withhold
     from  voting your shares in accordance with your directions. IN THE ABSENCE
     OF  SUCH  DIRECTIONS,  HOWEVER,  YOUR SHARES WILL BE VOTED IN FAVOUR OF THE
     ELECTION  OF  DIRECTORS  TO  THE  BOARD,  THE  APPOINTMENT  OF AUDITORS AND
     APPROVING  THE  PRIVATE  PLACEMENTS  OF  SECURITIES  OF  THE  CORPORATION.

Q:   WHAT  IF  AMENDMENTS  ARE  MADE  TO  THESE  MATTERS OR IF OTHER MATTERS ARE
     BROUGHT  BEFORE  THE  MEETING?

A:   The  persons  named  in the form of proxy will have discretionary authority
     with  respect  to  amendments  or  variations  to matters identified in the
     Notice of Meeting and with respect to other matters which may properly come
     before  the  Meeting.

     As  of the date of this Circular, management of the Corporation knows of no
     such  amendment,  variation  or  other  matter  expected to come before the
     Meeting. If any other matters properly come before the Meeting, the persons
     named  in the form of proxy will vote on them in accordance with their best
     judgement.

Q:   HOW MANY SHARES ARE ENTITLED TO VOTE?

A:   As  of  April  8, 2004, there were _______ Common Shares outstanding.  Each
     registered shareholder has one vote for each Common Share held at the close
     of  business  on  April  8,  2004.

Q:   WHAT IF OWNERSHIP OF SHARES HAS BEEN TRANSFERRED AFTER APRIL 8, 2004?

A:   The  person  who  acquired  such  shares  after April 8, 2004, must produce
     properly  endorsed share certificates or otherwise establish that he or she
     owns  the  shares  and  must  ask  the  Corporation no later than 5:00 p.m.
     (Toronto  time)  on  May  10, 2004, that his or her name be included in the
     list  of  shareholders  before  the Meeting in order to be entitled to vote
     these  shares  at  the  Meeting.

Q:   WHO  COUNTS  THE  VOTES?

A:   The  Corporation's  transfer  agent,  CIBC Mellon Trust Company, counts and
     tabulates  the  proxies.  This  is done independently of the Corporation to
     preserve  the  confidentiality of individual shareholder votes. Proxies are
     referred  to  the  Corporation  only  in  cases where a shareholder clearly
     intends  to communicate with management or when it is necessary to do so to
     meet  the  requirements  of  applicable  law.

Q:   IF I NEED TO CONTACT THE TRANSFER AGENT, HOW DO I REACH THEM?

A:   You can contact the transfer agent as follows:



                                    
By mail:                               or by telephone:

CIBC Mellon Trust Company              Within Canada and the United States at 1 -416-643-5500
P.O. Box 7010 Adelaide Postal Station  or 1-800-387-0825
Toronto, Ontario  M5E 2W9

E-mail: enquiries@cibcmellon.com
  www.cibcmellon.com



                                                                          Page 6

Q:   IF  MY  SHARES  ARE NOT REGISTERED IN MY NAME BUT ARE HELD IN THE NAME OF A
     NOMINEE  (A  BANK, TRUST COMPANY, SECURITIES BROKER, TRUSTEE OR OTHER), HOW
     DO  I  VOTE  MY  SHARES?

A:   There  are  two ways you can vote your shares held by your nominee.  Unless
     you  have  previously informed your nominee that you do not wish to receive
     material relating to the Meeting, you will have received this Circular from
     your  nominee,  together  with  a  request  for voting instructions for the
     number  of  shares  you  hold.

     For  your shares to be voted for you, please follow the voting instructions
     provided  by  your nominee. If you are a non-registered shareholder who has
     voted and want to change your mind and vote in person, contact your nominee
     to  discuss  whether  this  is  possible  and  what  procedure  to  follow.

     Since  the  Corporation  does  not  have  access  to  the  names  of  its
     non-registered  shareholders,  if  you  attend the Meeting, the Corporation
     will  have  no  record of your shareholdings or of your entitlement to vote
     unless your nominee has appointed you as proxyholder. Therefore, if you are
     a  non-registered  shareholder  and  wish to vote in person at the Meeting,
     insert  your  own name in the space provided on the voting instruction form
     sent  to you by your nominee. By doing so, you are instructing your nominee
     to  appoint  yourself  as  proxyholder.  Then  sign  and  return the voting
     instruction  form  by  following  the  signing  and  returning instructions
     provided  by your nominee. Do not otherwise complete the voting instruction
     form  as  your  vote will be taken at the Meeting. Please register with the
     transfer  agent,  CIBC  Mellon  Trust Company, upon arrival at the Meeting.

Q:   WHAT  RIGHTS  OF  APPRAISAL  OR SIMILAR RIGHTS OF DISSENTERS DO I HAVE WITH
     RESPECT  TO  ANY  MATTER  TO  BE  ACTED  UPON  AT  THE  MEETING?

A:   No  action  is proposed herein for which the laws of the Yukon Territory or
     By-laws  of the Corporation provide a right of a shareholder to dissent and
     obtain  appraisal  of  or  payment  for  such  shareholder's Common Shares.


                   STATEMENT OF CORPORATE GOVERNANCE PRACTICES

The TSX has implemented rules requiring annual disclosure by corporations having
shares listed on the TSX of their approach to corporate governance with specific
reference  to  each  of  the  14 guidelines established by the TSX for effective
corporate governance (the "TSX GUIDELINES"). In addition, there have been recent
regulatory developments in the United States including the Sarbanes-Oxley Act of
2002  ("SOX")  as  well  as  the AMEX listing standards and corporate governance
standards  (collectively  the  "AMEX  STANDARDS").

A  detailed  description on the Corporation's governance practices setting forth
the  Corporation's  compliance  with  each  of the 14 TSX Guidelines and certain
requirements of the AMEX Standards is provided in SCHEDULE "A" to this Circular.
The  following  is  an  overview  of  the  Corporation's governance policies and
practices,  together with information regarding and reports of Board committees.


                   OVERVIEW OF CORPORATE GOVERNANCE PRACTICES


            Assumption of Responsibilities by the Board of Directors

The  Board  participates  fully  in  assessing and approving strategic plans and
prospective  decisions  proposed  by  management.  In  order  to ensure that the
principal  business  risks  borne  by the Corporation are appropriate, the Board
receives  and  comments on periodic reports from management of the Corporation's
assessment  and  management  of  such  risks.  The  Board regularly monitors the
financial  performance  of  the  Corporation,  including receiving and reviewing
detailed  financial  information  contained  in  management reports.  The Board,
directly  and through the Audit and Finance Committee, assesses the integrity of
the Corporation's internal control and management information systems.  In 2003,
the  Board adopted a Disclosure Policy and appointed a Disclosure Policy Officer
being  an  Assistant  Secretary  of  the  Corporation, to determine, among other
things,  the  appropriateness  and  timing  of  the  release of information with
respect  to  developments  at  the  Corporation.


                                                                          Page 7

The  Board  regularly  receives  reports  regarding  the  monitoring  of  senior
management  of  the Corporation and its subsidiaries.  Input is received at both
the  Compensation  Committee  and  Board  meetings  regarding the performance of
senior  management.  Both  the  Compensation  Committee  and  the  Board  have
specifically  assumed  responsibility  for  reviewing  the performance of senior
management.

The  Board  meets at least four times each calendar year, and more frequently as
required.  The  frequency  of meetings as well as the nature of the agenda items
change  depending  on  the  state  of  the Corporation's affairs and in light of
opportunities  or risks which the Corporation faces from time to time.  In 2003,
the  full Board held seven meetings.


                         Corporate Governance Principles

In  2003,  the  Board formally adopted a set of corporate governance principles.
Those  principles  provide  guidelines  on  Board  size,  independence  of Board
members, nominating and orientation of new directors, retirement and resignation
of  Board  members,  conduct  of  Board  meetings,  conflicts of interest, share
ownership  by  directors,  compensation  review,  assessing  Board and committee
performance, interaction with third parties and confidentiality.  The principles
also require each of the Board committees to adopt a written charter approved by
the  Board,  as  well  as  set  out  minimum numbers for committee meetings.  In
addition,  in  2004, the Board created a Nominating Committee to comply with the
AMEX  Standards.


                      Composition of the Board of Directors

The  TSX  Guidelines  define  an  "unrelated  director"  as  a  director  who is
independent  of  management  of  a  company  and free from any interest, and any
business  or  other  relationship, which could, or could reasonably be perceived
to,  materially  interfere with the director's ability to act with a view to the
best  interests  of  the  Corporation,  other  than  interests and relationships
arising  from  shareholding;  a  "related  director" as a director who is not an
unrelated  director;  and  a "significant shareholder" as a shareholder with the
ability  to  exercise  a  majority  of  the votes for the election of the board.
Pursuant to the AMEX Standards, "independent director" means a person other than
an  officer  or  employee  of  the  company  or  any parent or subsidiary who is
affirmatively  determined  by  the  board  of  directors  not to have a material
relationship  with  the listed company that would interfere with the exercise of
independent judgment. The Corporation's Board has determined that Mssrs. Hobart,
Schissler,  Stott,  Thompson,  Vaughn  and  Watts  are  independent  directors.

The  TSX  Guidelines  states  that  the  board of directors of every corporation
should  be  constituted  with a majority of individuals who qualify as unrelated
directors.  As at April 8, 2004, the Board consisted of seven directors.  Six of
the  proposed nominees for director are unrelated directors.  Mr. Hobart and Mr.
Vaughan  are  each  partners  of  law  firms  that provide legal services to the
Corporation  but are otherwise "unrelated" to the Corporation.  The sole related
director  is  R. David Russell, the President and Chief Executive Officer of the
Corporation.  The  AMEX  Standards  require that each listed company must have a
sufficient  number  of independent directors on its board of directors such that
at  least  a majority of such directors are independent directors subject to the
certain  exceptions.  The Board has determined that six of the proposed nominees
for  directors,  being  all  of  the  nominees  other than R. David Russell, are
independent  directors.

The  Corporation  does  not  have any "significant shareholders" as that term is
defined  in  the  TSX  Guidelines.  The Board believes that the current size and
composition  of the Board serves the Corporation and its shareholders well.  The
Board believes that all of its directors, including its related director, make a
valuable  contribution  to the Board and the Corporation.  As indicated above, a
majority  of  the  Corporation's  directors are unrelated.  The related director
possesses an extensive knowledge of the Corporation's business and has extensive
business  experience,  both  of  which have proven to be beneficial to the other
directors,  and his participation as a director contributes to the effectiveness
of  the  Board.  The  Board  also  believes  that the directors are sensitive to
conflicts  of  interest  and  excuse themselves from deliberations and voting in
appropriate  circumstances.


                                                                          Page 8

                                   Committees

The  Board  has  four committees: an Audit and Finance Committee, a Compensation
Committee,  a  Technical  Committee  and  a  Nominating  Committee.  The  Board
committees  are  generally composed of outside directors, a majority of whom are
unrelated  directors  in  accordance  with  the  provisions contained in the TSX
Guidelines  and  are independent directors as stated in the AMEX Standards.  The
composition,  mandate and certain activities of each committee are set out under
"Statement  of  Corporate  Governance  Practices  -  Board  Committees"  of this
Circular.


                       Board Functioning and Independence

In  accordance  with  the TSX Guidelines and the AMEX Standards, the Corporation
provides  orientation to new recruits to the Board. Such orientation consists of
orientation  sessions with management, a review of prior Board activity, receipt
of  documentation  including  the  Corporation's articles, by-laws, policies and
procedures  and personal meetings with directors and management of subsidiaries.

The  Board  has  a  formal  policy  that  all acquisitions and divestitures of a
material  nature  require  the approval of the Board.  In addition, Board policy
requires  that  all  major  strategic  decisions,  including  any  change in the
strategic  direction  of the Corporation be presented by management to the Board
for approval.  As part of its ongoing activity, the Board regularly receives and
comments  upon  reports of management as to the performance of the Corporation's
business  and  management's expectations and planned actions in respect thereto.

The  Board  reviews  the  adequacy  and form of the compensation of directors to
ensure  the  compensation  realistically  reflects  the  responsibility and risk
involved  in  being  an effective director.  The Board has made it a priority to
continue  to  examine  and  develop  the  processes  which  it  follows  in  its
deliberations in order that it will continue to fulfill its mandate.

The  Board  and the Chief Executive Officer engage in regular dialogue regarding
the  performance  of  the  senior management team, including the Chief Executive
Officer,  in  achieving  the Corporation's strategic objectives as determined by
management  and  the  Board.  As the Board has plenary power, any responsibility
which  is  not  delegated  to  management  or a Board committee remains with the
Board.

The  Board  conducts  in-camera  sessions without management present as it deems
appropriate  and  also conducts in-camera sessions to review the recommendations
of the Compensation Committee.  The Compensation Committee also conducts part of
its  deliberations  without  management present.  As well, the Audit and Finance
Committee  has a policy to meet annually with the Corporation's auditors without
management  present.

In  accordance with the provisions of the TSX Guidelines and the AMEX Standards,
the  By-laws of the Corporation provide for a system which enables an individual
director  to  engage  an  outside  adviser  at the expense of the Corporation in
appropriate  circumstances. Prior approval of the Audit and Finance Committee is
required  for  the  retention  of  such  an  adviser.

The  Corporation  has  adopted a formal policy that all members of the Board are
encouraged,  but  not  required, to attend the annual meeting of shareholders of
the  Corporation.  With  the  exception  of  one  director who did not stand for
re-election,  all  Board  members  attended  the  Corporation's  2003 annual and
special  meeting  held  on  May  21,  2003.


                           Shareholder Communications

The  Corporation  endeavours  to  keep  all shareholders well informed as to the
financial  performance  of the Corporation, primarily by means of its annual and
quarterly  reports, and by press releases.  The Board has specifically adopted a
disclosure  policy  in  furtherance  of  these  goals.

Management  of the Corporation is receptive to shareholder feedback in any form.
It  is  the  policy  of  the  Corporation  to  receive  and  respond promptly to
shareholder  enquiries,  while being guided by legal requirements as well as the
Corporation's  policies  in  respect  to  confidentiality  and  disclosure.
Shareholders  wishing  to  send  communications  to the Board of the Corporation
should  write  to  either  the  Chairman  of  the  Board or the Secretary of the
Corporation  at  the  following  address:  Apollo  Gold  Corporation,  4601  DTC
Boulevard,  Suite  750,  Denver,  Colorado  80237-2571.


                                                                          Page 9

All such communication shall state the type and amount of Corporation securities
held  by  the  security holder and shall clearly state that the communication is
intended  to  be  shared  with  the  Board,  or  if  applicable, with a specific
committee  of  the  Board.  The  Chairman  of  the Board or the Secretary of the
Corporation,  as  applicable, will forward all such communication to the members
of  the  Board  or  specific  Board  committee.

The  Board  is satisfied that the Corporation's comprehensive governance program
is  consistent  with,  and in many instances goes beyond, the TSX Guidelines and
the  AMEX  Standards.  A  detailed  comparison  of  the Corporation's governance
procedures  compared with the TSX Guidelines and the AMEX Standards is set forth
in  SCHEDULE  "A"  to  this  Circular.


                       Code of Business Conduct and Ethics

In  2003, the Corporation formally adopted a Code of Business Conduct and Ethics
and related policies, which sets high standards for ethical behaviour throughout
the  organization.  The  Code of Business Conduct and Ethics provides the entire
organization  with  the  same  frame of reference for dealing with sensitive and
complex  issues  such  as  conflicts  of  interest,  use  of  information,
confidentiality  of  personal  information,  confidentiality  of  business
information,  corporate  opportunities, use of inside information, fair trading,
protection  and  use of company assets, accounting practices, records retention,
compliance  with  laws,  rules  and  regulations,  and  duty  to  report  and
consequences.

In  addition,  in  2004  the  Corporation formally adopted a Code of Ethics (the
"CODE") pursuant to section 406 of SOX and the Rules of AMEX in order to provide
written  standards  and  guidance  to  the  Corporation's  directors,  principal
executive  officer, principal financial officer, principal accounting officer or
controller  or  those  performing similar functions and any "executive officers"
(as  defined  under  Rule  16a-1(f)  of  the Securities Exchange Act of 1934, as
amended)  of  the  Corporation  not  named above.  The purpose of the Code is to
promote:

     -    honest,  and ethical conduct, including the ethical handling of actual
          or  apparent  conflicts  of interest between personal and professional
          relationships;

     -    compliance  with  applicable governmental laws, rules and regulations;

     -    full,  fair, accurate, timely and understandable disclosure in reports
          and  documents  that  the  Corporation  files with, or submits to, the
          Securities  and Exchange Commission and in other public communications
          made  by  the  Corporation;

     -    the  prompt  internal  reporting  of  violations  of  the  Code  to an
          appropriate  person  or  persons  identified  in  the  Code;  and

     -    accountability  for  adherence  to  the  Code.

The Code is posted on the Corporation's website at www.apollogold.com.
                                                   ------------------


                              Whistleblower Policy

The  Corporation's  internal  controls  and  corporate  reporting and disclosure
procedures  are  intended  to  prevent,  deter  and  remedy any violation of the
applicable  laws  and  regulations  that  relate  to  corporate  reporting  and
disclosure,  accounting  and  auditing  controls  and  procedures,  securities
compliance  and other matters pertaining to fraud against shareholders. Even the
best  systems  of  control  and  procedures,  however,  cannot  provide absolute
safeguard  against  such  violations.

In  2004,  the Audit and Finance Committee of the Corporation formally adopted a
Whistleblower  Policy  which  governs  the  process  through which employees and
others,  either directly or anonymously, can notify the Corporation's Compliance
Officer  or  Audit  and  Finance  Committee of potential violations or concerns.

The  Whistleblower  Policy  also  establishes a mechanism for responding to, and
keeping  records  of,  complaints  from  employees  and  others  regarding  such
potential  violations  or  concerns.


                                                                         Page 10

                                BOARD COMMITTEES


AUDIT  AND  FINANCE  COMMITTEE

The  Audit  and Finance Committee is responsible for the Corporation's financial
reporting  process  and  the quality of its financial reporting.  In discharging
its  responsibilities,  the Audit and Finance Committee meets regularly with the
Corporation's  auditors  and  Chief  Financial  Officer.

The Audit and Finance Committee adopted a charter in 2002.  To ensure compliance
with SOX, in March 2004 the Audit and Finance Committee amended and restated its
charter.  A  copy  of  the  Audit  and  Finance Committee's amended and restated
charter is attached hereto as SCHEDULE "C".  The amended and restated charter is
also  posted  on  the  Corporation's  website  at  www.apollogold.com.
                                                   ------------------

The  Audit  and  Finance Committee's charter requires that all Audit and Finance
Committee  members  satisfy  the applicable independence requirements of the TSX
and  AMEX  and  other  regulatory  requirements.  During  the fiscal year of the
Corporation  ending  December  31,  2003,  the  Audit  and Finance Committee was
comprised  of  Messrs.  Thompson,  Schissler  and  Watts,  each  meeting  the
independence  and  the  financial literacy requirements of the TSX and AMEX. Mr.
Watts  was  appointed  as  a member of the Audit and Finance Committee effective
August  19,  2003.  He was appointed as Chair of the Audit and Finance Committee
effective  upon  the resignation of Mr. Neil Woodyer, who resigned as a director
of the Corporation on November 13, 2003. The Board has determined that Mr. Watts
serves as the Audit and Finance Committee's "financial expert" as defined in the
AMEX  Standards.


                    Report of the Audit and Finance Committee

In  the  performance  of its oversight function, the Audit and Finance Committee
reviewed  and  discussed  the  Corporation's  audited  consolidated  financial
statements  as  of and for the year ended December 31, 2003, with management and
Deloitte  &  Touche LLP. Management and Deloitte & Touche LLP represented to the
Audit Committee that the Corporation's audited consolidated financial statements
as of and for the year ended December 31, 2003, were prepared in accordance with
accounting  principles  generally  accepted  in  Canada  (except  for  Note  18,
Differences  Between  Canadian  and  U.S. GAAP). The Audit and Finance Committee
also  discussed  with Deloitte & Touche LLP the matters required to be discussed
by  Statement  on  Auditing  Standards  ("SAS") Nos. 61, 89 and 90 issued by the
Auditing  Standards  Board  of  the  American  Institute  of  Certified  Public
Accountants.  SAS  Nos.  61,  89 and 90 set forth requirements pertaining to the
independent  auditor's  communications  with  the  Audit  and  Finance Committee
regarding  the  conduct  of  the  audit.

The  Audit and Finance Committee received the written disclosures and the letter
from  Deloitte  &  Touche  LLP  required by Independence Standards Board ("ISB")
Standard No. 1, Independence Discussions with Audit Committees, as amended.  ISB
Standard  No.  1  requires the independent auditor to disclose in writing to the
Audit  and  Finance  Committee  all  relationships  between  the auditor and the
Corporation  that,  in the auditor's judgment, reasonably may be thought to bear
on  independence  and  to  discuss  the  auditor's  independence  with the Audit
Committee.  The Audit and Finance Committee discussed with Deloitte & Touche LLP
its  independence  and  considered  in  advance  whether  the  provision  of any
non-audit  services  by Deloitte & Touche LLP is compatible with maintaining its
independence.

Based  on  the  reviews  and  discussions  of  the  Audit  and Finance Committee
described above, in reliance on the unqualified opinion of Deloitte & Touche LLP
dated  March 5, 2004, regarding the Corporation's audited consolidated financial
statements as of and for the year ended December 31, 2003, the Audit and Finance
Committee  recommended  to  the  Board  of Directors, and the Board of Directors
approved, that such financial statements be included in the Corporation's annual
report  on  Form 10-K for the year ended December 31, 2003, to be filed with the
Securities  and  Exchange  Commission.

In fulfilling its responsibilities in respect of monitoring compliance with laws
and  regulations  and  business  conduct,  the  Audit  and  Finance  Committee
recommended  the  formal  adoption of the Corporation's Code of Business Conduct
and  Ethics.  Its  mandate  also includes monitoring among other things, related
party  transactions.

The Audit and Finance Committee met seven times in 2003 and is satisfied that it
appropriately  fulfilled  its mandate to the best of its ability during the year
ended  December  31,  2003.


                                                                         Page 11

Submitted by:

Audit and Finance Committee

Robert A. Watts, Chairperson
Gerald Schissler
G.W. Thompson


COMPENSATION  COMMITTEE

The  Compensation  Committee  was  established  by  the  Corporation in 2002 and
formally  adopted  its  charter  at that time. To ensure compliance with SOX, on
March  10,  2004,  the  Compensation  Committee  replaced its charter with a new
charter.  The  charter  is  posted  on  the  Corporation's  website  at
www.apollogold.com.
------------------

Under its new charter, the main purposes of the Compensation Committee are:

     -    to  establish,  administer  and  evaluate the compensation philosophy,
          policies  and plans for non-employee directors and executive officers;
          and

     -    to  make recommendations to the board regarding director and executive
          compensation;  and

     -    to  review  the  performance  and  determine  the  compensation of the
          President and Chief Executive Officer, based on criteria including the
          Corporation's  performance  and  accomplishment of long-term strategic
          objectives.

During  the  fiscal  year  of  the  Corporation  ending  December  31, 2003, the
Compensation  Committee  was  comprised  of  Messrs.  Hobart,  Schissler, Stott,
Thompson  and Vaughan, each meeting the independence requirements of the TSX and
the  AMEX  Standards.

                      Report of the Compensation Committee

Compensation Philosophy

The  Corporation's  executive  officer  compensation  policies  are  intended to
provide  an  appropriate  overall  compensation  package  that  will  permit the
Corporation  to  attract  and  retain  highly  qualified  and experienced senior
executive  officers  and  to  encourage  superior  performance  by  such  senior
executive  officers.  The  Corporation's  compensation  policies are intended to
motivate individuals to achieve results at the specific subsidiary at which they
are employed as well as overall corporate results.  In addition, the Corporation
believes  that  directors,  officers  and  employees  should have their benefits
aligned  with  both  the  short  and  long  term  interests of the shareholders.

The  compensation  of the Corporation's executive officers is comprised of three
components: base salary, annual cash bonus, and long-term incentives in the form
of  stock  options.  It  is  structured to be competitive with a select group of
comparative  producing  gold  mining  companies.  The  annual  cash  bonus  is
discretionary based on factors including attaining or exceeding certain budgeted
goals for gold sales and the related cash production costs of such gold sales at
each  of the Florida Canyon and Montana Tunnels mines and targets an increase in
the  proven  and  probable  gold  reserves  of  the  Corporation.

Cash  bonuses  and stock options are directly related to company performance and
the  individual's  contribution  thereto.

Base Salary

The  base  salary  for  the President and Chief Executive Officer and each Named
Executive  Officer is reviewed annually by the Compensation Committee within the
context of individual and corporate performance and market competitiveness.  The
market  assessment is based primarily on the compensation practices of producing
gold  mining  companies  for  comparable  positions.


                                                                         Page 12

Stock Options

The  Corporation  has two stock option plans; a regular employee incentive stock
option  plan,  as amended (the "INCENTIVE STOCK OPTION PLAN") and a stock option
plan  authorized  by  the  shareholders  pursuant  to  the  terms of the Plan of
Arrangement,  (the  "PLAN  OF  ARRANGEMENT  STOCK OPTION PLAN").  The purpose of
these  stock  option  plans is to develop the interest and incentive of eligible
employees, officers and directors in the Corporation's growth and development by
giving  an  opportunity to purchase Common Shares on a favourable basis, thereby
advancing  the  interests  of the Corporation, enhancing the value of the Common
Shares  for  the  benefit  of all shareholders and increasing the ability of the
Corporation  to  attract  and  retain  skilled  and  motivated  individuals.

Stock  options are granted in accordance with the Incentive Stock Option Plan at
not  less  than  the  closing  price  of  the  Common Shares on the business day
immediately  prior  to the date of grant.  Stock options granted pursuant to the
Plan  of  Arrangement  Stock  Option  Plan have an exercise price of US$0.80 per
share, as approved by a special resolution of shareholders pursuant to the terms
and  conditions  of  the  Plan  of  Arrangement  effective June 25, 2002 whereby
International  Pursuit  Corporation  and  Nevoro Gold Corporation amalgamated to
form  the  Corporation.

President and Chief Executive Officer

The  Compensation  Committee  and  the Board continue to be of the view that Mr.
Russell  provides the leadership that permitted the Corporation to grow in 2003.
In  making  their  compensation  decision  they considered this as well as other
factors,  including his contribution to the business performance and anticipated
future  performance  of  the  Corporation.

The  President  and  Chief  Executive  Officer's compensation consists of a base
salary,  an annual cash bonus and various perquisites.  In 2003, the base salary
accounted  for  approximately 74% of all cash compensation paid to the President
and  Chief  Executive  Officer.  Pursuant  to  the Corporation's bonus policies,
bonus  awards may be made to the President and Chief Executive Officer and other
senior executives based upon several factors, including the Corporation's return
on  equity,  the performance of the subsidiary with respect to which such senior
executive  has responsibility and the achievement of stipulated individual goals
of  such  senior  executive.

Going  forward,  the Compensation Committee and, as appropriate, the Board, will
address  other issues relating to executive compensation, including the relative
emphasis on the components of executive compensation, including compensation for
the  Corporation's  President  and  Chief  Executive  Officer.

In  2003  the Compensation Committee met on four occasions and is satisfied that
it  appropriately  fulfilled  its  mandate to the best of its ability during the
year  ended  December  31,  2003.

Compensation Committee Interlocks and Insider Participation

There  are  no  members  of  the  Compensation  Committee  who  were officers or
employees  of the Corporation or any of its subsidiaries during the fiscal year,
formerly  officers  of  the  Corporation,  or  had  any  relationship  otherwise
requiring  disclosure  hereunder.

Submitted by:

Compensation Committee

Gerald J. Schissler, Chairperson
G. Michael Hobart
Charles F. Stott
G.W. (Bill) Thompson
W.S. (Steve) Vaughan


                                                                         Page 13

TECHNICAL  COMMITTEE

The  Technical Committee was established in 2002 by the Corporation and formally
adopted  its  charter  at  that time. The charter is posted on the Corporation's
website  at www.apollogold.com. Under its charter, the primary objectives of the
            ------------------
Technical Committee are:

     -    to review and to approve the methodology and procedure for calculating
          the  resource  and  ore  reserve  estimates of the Corporation and its
          subsidiaries;

     -    to  review and to report on the Corporation's environmental compliance
          program  and  its  effectiveness;  and

     -    to  review  and  to report on the Corporation's safety program and its
          effectiveness.

During the fiscal year of the Corporation ended December 31, 2003, the Technical
Committee  was  comprised  of  Messrs.  Russell, Stott, and Watts. Mr. Watts was
appointed  to  the  Technical  Committee  on  November  13,  2003.

During  2003,  the Technical Committee met on seven occasions, one of such times
at the Montana Tunnels Mine, located near Helena, Montana.  In addition, in 2003
the  Technical Committee conducted a tour of the Corporation's Black Fox Project
near  Timmins,  Ontario.  The  Technical  Committee reported to the Board on its
findings  and  recommendations  with  respect  to  ore  reserves,  exploration
initiatives,  land  acquisitions  and  environmental  and  safety affairs of the
Corporation.  The  Technical  Committee  is  satisfied  that  it  appropriately
fulfilled  its mandate to the best of its ability during the year ended December
31,  2003.


NOMINATING  COMMITTEE

The  Nominating  Committee  was established in March 2004 by the Corporation and
formally  adopted  its charter at that time.  Under its charter, a copy of which
is  posted  on  the  Corporation's  website  at  www.apollogold.com, the primary
                                                 ------------------
objectives  of  the  Nominating  Committee  are  to  assist  the  Board  by:

     -    identifying  individuals  qualified  to  become  Board  members  and
          recommending  to  the Board proposed nominees for Board membership and
          recommending  to  the  Board  directors  to  serve  on each committee.

     -    ensuring that the Audit and Finance Committee, Compensation Committee,
          Technical  Committee  and  Nominating  Committee of the Board have the
          benefit  of  qualified  and  experienced  "independent  directors".

The  charter  of  the  Nominating  Committee requires that all committee members
satisfy  the  applicable  independence  requirements  of  the  TSX  and the AMEX
Standards.  The  Nominating Committee is comprised of Messrs. Schissler, Hobart,
Stott,  Thompson  and Vaughan, all of whom satisfy the independence requirements
of the TSX Guidelines and the AMEX Standards.  The Nominating Committee met once
in  2004.

Director  Nominations.

The Board will consider all potential candidates for nomination by the Board for
election  as  directors  who  are recommended by the Corporation's shareholders,
directors,  officers,  and  employees.  The  Committee  has  adopted  written
procedures  to  be  followed by shareholders in submitting such recommendations.
Candidates  proposed  by  shareholders  will  be  evaluated  by  the  Nominating
Committee  in  the  same  manner  as  candidates  which  are  not  proposed  by
shareholders.  While shareholders may propose director nominees at any time, the
Company must receive the required notice (described below) on or before the date
set  forth  in  the  prior  year's  annual  proxy  statement  under  the heading
"Shareholder Proposals" in order to be considered by the Nominating Committee in
connection  with  the  Corporation's  next  annual  meeting  of  shareholders.

Shareholders wishing to recommend a director candidate to serve on the board may
do  so  by  providing  advance  written notice to the Chairman of the Nominating
Committee  which identifies the candidate and includes the information described
below. The notice should be sent to the following address by the dates set forth
under  "Shareholder  Proposals":  Apollo  Gold  Corporation, 4601 DTC Boulevard,
Suite  750,  Denver,  Colorado  80237-2571.


                                                                         Page 14

The  notice  shall  contain  the  following  information:

     -    The  name of the nominating shareholders and the address, phone number
          and  e-mail  address  at  which  the  nominating  shareholders  can be
          contacted.

     -    Evidence  of  the  number  of  the Company's Common Shares held by the
          nominating  shareholders,  a  statement  of  how  long  the nominating
          shareholders  has  held  those  Shares,  and  a  statement  that  the
          nominating  shareholders  will  continue to hold those Shares at least
          through  our  next  annual  meeting  of  shareholders.

     -    The candidate's full name, together with the address, phone number and
          e-mail  address  at  which  the  candidate  can  be  contacted.

     -    A statement of the candidate's qualifications and experiences, and any
          other  qualities  that  the  nominating shareholders believes that the
          candidate  would  bring  to  the  Board.

     -    A  description  of all arrangements or understandings, if any, between
          the  shareholders  and  the  candidate and any other person or persons
          with  respect  to  the  candidate's  proposed  service  on  the board.

     -    The  candidate's  resume,  which  must include at a minimum a detailed
          description  of  the  candidate's  business,  professional  or  other
          appropriate  experience for a least the last ten (10) years, a list of
          other  boards  of directors of public companies on which the candidate
          currently  serves  or  on  which he or she served in the last ten (10)
          years,  and  undergraduate  and post-graduate educational information.

     -    A  written  statement, signed by the candidate, agreeing that if he or
          she  is selected by the Committee and the board, he or she will (i) be
          a  nominee  for  election  to  the board, (ii) provide all information
          necessary  for  us  to include in our proxy statement under applicable
          SEC  or  AMEX  rules,  and  (iii)  serve as a director if he or she is
          elected  by  shareholders.

     -    Any  additional  information that the nominating shareholders believes
          is  relevant  to  the  Committee's  consideration  of  the  candidate.

The  Nominating  Committee  may  employ  any  of  the  following  procedures  in
identifying  nominees  to  serve as directors of the Corporation: (a) evaluating
persons  suggested  by  shareholders  or  others,  (b) conducting inquiries into
background and qualifications; (c) retaining a search firm, (c) obtaining advice
and  assistance  from internal or external legal, accounting, or other advisors,
and  (d) other procedures appropriate to the character of the expertise or other
director  characteristic  needed  on  the  Board  in  any  specific  situation.

The  Board  has  adopted  the  following  series  of  minimum qualifications and
specific  qualities  and skills for the Company's directors, which will serve as
the  basis  upon  which  potential  director  candidates  are  evaluated  by the
Nominating  Committee:

     -    integrity;

     -    commitment  to  devoting  necessary  time  and attention to his or her
          duties  to  the  Corporation;

     -    independence;

     -    business  experience;

     -    specialized  skills  or  experience;

     -    diversity  of  background  and  experience (including race, ethnicity,
          international,  gender  and  age);

     -    possible  conflicts  of  interest;  and

     -    other  criteria appropriate to the character of the expertise or other
          director  characteristic needed on the Board in any specific situation


                                                                         Page 15

The  Nominating  Committee did not receive any recommendations from shareholders
regarding  candidates to serve on the Board of the Corporation for this Meeting.


                             EXECUTIVE COMPENSATION

                            COMPENSATION OF DIRECTORS


                     How was the Board Compensated in 2003?

-    Number  of  directors  at  April 8, 2004:  7 (6 non-employee, 1 management)
-    Directors'  compensation  is  paid  only  to  non-employee  directors
-    Annual  retainer:  US$7,500  per  year  in 2003, payable as to US$1,875 per
     calendar  quarter
-    Board  meeting fee: US$1,000 per meeting; if attended telephonically US$500
     per  meeting
-    Annual  retainer of Chairman: US$5,000, payable as to US$1,250 per calendar
     quarter
-    Committee  meeting  fee:  US$750  per  meeting;  if attended telephonically
     US$500  per  meeting
-    Committee  Chair  retainers:  Nil  for  2003;  commencing  January 1, 2004,
     US$3,000  per  year,  payable  as  to  US$750  per  calendar  quarter
-    Travel  fee:  US$250  per  travel  day, other than a day on which a meeting
     occurs
-    Reimbursements:  related  travel  and  out-of-pocket  expenses

The  compensation  entitlements  referred  to  above  were  adopted by the Board
effective  July  1,  2002.  Directors  of  the  Corporation are also eligible to
receive  options to acquire shares of the Corporation.  The number of options is
determined  by the Board after reviewing the recommendations of the Compensation
Committee.

                         Shareholdings of Board Members

-    Total  outstanding  Common Shares held by non-employee directors: 3,000 (1)

-    Total  value  of  outstanding Common Shares held by non-employee directors:
     US$6,390.00  (2)

_____________________

     (1)  Shareholdings  of  the  non-employee  directors  as at March 26, 2004.

     (2)  Based  on  the  closing  price  of the Common Shares on the AMEX as of
          March  26,  2004:  US$2.13  per  share.



                  Summary of Board and Committee Meetings Held

FOR THE 12-MONTH PERIOD ENDED DECEMBER 31, 2003
----------------------------------------------------
                                              
Board                                             6
Audit and Finance Committee                       7
Compensation Committee                            4
Technical Committee                               7
----------------------------------------------------
Total number of meetings held                    24




                         Summary of Attendance of Directors

FOR THE 12-MONTH PERIOD ENDED DECEMBER 31, 2003
-----------------------------------------------------------------------------------
Director                       Board meetings attended  Committee meetings attended
-----------------------------------------------------------------------------------
                                                  
G. Michael Hobart                               6 of 6                       4 of 4
R. David Russell                                6 of 6                       7 of 7
Gerald J. Schissler                             6 of 6                     11 of 11
Charles Stott                                   6 of 6                     11 of 11
G. W. (Bill) Thompson                           6 of 6                     11 of 11
W. S. (Steve) Vaughan                           5 of 6                       4 of 4
Robert A. Watts                                 2 of 2                        2of 2



                                                                         Page 16

                  EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION


                               Executive Officers

Set  forth  below is certain information concerning the Named Executive Officers
and  other  executive  officers  of  the  Corporation.

NAME               AGE         POSITION
----               ---         --------

R. David Russell    48         President and Chief Executive
                               Officer

R. Llee Chapman     47         Vice President - Finance, Chief Financial
                               Officer, Treasurer and Controller

David Young         50         Vice President - Business
                               Development

Richard F. Nanna    54         Vice President - Exploration

Donald W. Vagstad   52         Vice President - Legal, General
                               Counsel and Secretary

Wade W. Bristol     45         Vice President - U.S. Operations

Melvyn Williams     __         Senior Vice President - Finance and
                               Corporate Development

Donald O. Miller    57         Vice President - Human Resources
                               and Administration


R.  DAVID  RUSSELL

David  Russell  has been the Corporation's President and Chief Executive Officer
since  June 2002. Prior to the amalgamation of International Pursuit Corporation
and  Nevoro  Gold Corporation in June 2002, Mr. Russell was a founder in January
2002  of  Nevoro  Gold Corporation, a private Ontario company, and served as its
President  from  February  to  June  2002. Mr. Russell was an independent mining
consultant  from  December  1999 to 2002. From January 1995 to December 1999, he
was  Vice  President and Chief Operating Officer of Getchell Gold, a Nevada gold
producer.  At Getchell, Mr. Russell oversaw the Getchell open pit as well as the
development of two underground mechanized mines and a complex pressure oxidation
mill  for  ore  processing.  Mr. Russell was also a very involved team member in
Getchell's  initial  public  offering  and  secondary  offerings  as well as the
evaluation  and  negotiations  associated  with  Placer  Dome's  US$1.1  billion
acquisition  of Getchell in May 1999. Prior to Getchell, Mr. Russell was General
Manager of U.S. operations for LAC Minerals and after its acquisition by Barrick
Gold,  he  served  in  the  same  capacities  for  Barrick. His responsibilities
included  operations at various mines in the western U.S. including the Bullfrog
Mine  in  Nevada;  the  Richmond  Hill Mine located near Lead, South Dakota; the
Ortiz Project near Santa Fe, New Mexico; and the Coliseum reclamation project in
California. Prior to LAC/Barrick, Mr. Russell was Manager Underground Mining for
Independence  Mining  in  Nevada,  Project  Manager  for  Hecla Mining in Idaho,
Manager  of  the  Lincoln  Project  in California for FMC/Meridian Gold and Mine
Manager  for ASARCO in Idaho and Colorado. Mr. Russell is a mining engineer from
Montana  Tech.  Mr.  Russell  also  serves as a director of Idaho General Mines.

R.  LLEE  CHAPMAN

R.  Llee  Chapman  has been our Chief Financial Officer, Vice President-Finance,
Treasurer  and  Controller  since  September  2002. From September 2002 to March
2004,  Mr.  Chapman held the additional office of Vice President-Administration.
From  June  2002  to  September 2002, Mr. Chapman served as our Vice President -
Administration  and Controller, and from April 2002 to June 2002 he was the Vice
President,  Administration  and  Controller  for  Apollo Gold, Inc. prior to its
becoming  the  Corporation's  subsidiary.  Mr.  Chapman  was the Chief Financial
Officer  for  Knight  Piesold  &  Company, a specialty engineering company, from
January  2001  to  April  2002, an __________ from October to December 2000, and
served  as  the  Administrative  Manager of the Goldstrike Mine for Barrick Gold
Corporation  from  June  1989  to  October  2000.  Mr.  Chapman  has been in the


                                                                         Page 17

natural resources business for 21 years.  He has worked with some of the world's
largest and most successful  natural resource and engineering companies.  He has
been  involved  in  all aspects of financial management as well as safety, human
resources and political/community  affairs.  Mr. Chapman is a former Elko County
Commissioner,  has  CPA designations in two states (Idaho and Montana), and is a
current  foundation board member of Great Basin Community College and The Desert
Research  Institute  in  Nevada.  He  is also a trustee for the Northwest Mining
Association.

DAVID  K.  YOUNG

David  K. Young has been our Vice President-Business Development since May 2003.
From  June  2002  to  May  2003,  Mr.  Young  was  our Vice President-Mining and
Engineering.  From  March  2002  to  June  2002,  Mr.  Young  served  as  Vice
President-Operations of Apollo Gold, Inc.  From March 2000 to March 2002, he was
an  independent  consultant  to  U.S.  mining  companies and consulting firms on
precious  and  base  metal projects in the western U.S. and South America.  From
1984  to March 2000, Mr. Young worked for ASARCO, Inc. in senior operating roles
at  the  Troy  mine  and  its other underground silver projects in Montana.  Mr.
Young  has  also  worked  as a research and development chemist.  Mr. Young is a
mining  engineer,  P.E.,  from  the  Colorado  School  of  Mines.

RICHARD  F.  NANNA

Richard  F.  Nanna  has  been  our  Vice President-Exploration since our Plan of
Arrangement  in June 2002. Mr. Nanna was a founder of Nevoro Gold Corporation in
January  2002  and  served  as its Vice President - Exploration from February to
June  2002. From 1999 to 2002 Mr. Nanna __________. From 1983 to 1999, Mr. Nanna
served  as  Vice  President  of  Getchell  Gold,  where he was involved with the
Getchell property from its initial development in 1983 to the property's sale to
Placer Dome in 1999. Mr. Nanna is credited with leading the team that discovered
18.5 million ounces on the property, 2.5 of which was mined, 6.5 in reserves and
9.5  in  resources.  Prior  to  Getchell,  Mr.  Nanna  worked as a geologist for
precious  and  base  metals, industrial minerals and uranium. Mr. Nanna has also
worked  as  an  engineer  and instructor. He received a MS in Geology from Akron
University  in  Ohio.

DONALD  W.  VAGSTAD

Donald  W.  Vagstad  has served as our Vice President-Legal, General Counsel and
Secretary  since  our  Plan  of Arrangement in June 2002.  From February 1999 to
June  2002,  Mr.  Vagstad  was  the  Vice  President-Legal,  General Counsel and
Secretary  of Apollo Gold, Inc., prior to its becoming Apollo Gold Corporation's
subsidiary.  From  1996  to  February  1999,  he served as the Associate General
Counsel  and  Assistant  Secretary for Pegasus Gold Inc.  From 1993 to 1996, Mr.
Vagstad  operated a private law practice.  From 1987 to 1993, Mr. Vagstad served
in several positions, ending as General Counsel-Corporate Division, for Collin &
Aikman  Co. and its predecessor companies in Santa Monica, California.  He began
his career by serving as an attorney with Sheppard, Mullin, Richter & Hampton, a
California  law  firm, from 1980 to 1987.  From 1982 to 1983, Mr. Vagstad served
on  detached  assignment with Anderson, Mori & Rabinowitz in Tokyo, Japan, under
that  law  firm's  foreign  attorney  exchange  program.  Mr.  Vagstad  has been
admitted  to  practice  law  in  the  States of California, Colorado, Oregon and
Washington. He graduated summa cum laude from the University of Minnesota School
of  Liberal  Arts  with  a  BA  in  Geography in 1977 and from the University of
Minnesota  School  of  Law,  cum  laude,  with  a  Juris  Doctor degree in 1980.

WADE  W.  BRISTOL

Wade  W.  Bristol has been our Vice President-United States Operations since May
2003.  From  December  2002  to  May  2003  Mr.  Bristol  served  as  our  Vice
President-Investor  Relations  and  Corporate  Development.  From  May  2000  to
November  2002,  Mr.  Bristol was a financial advisor for Prudential Securities,
from January to April 2000 he was __________, and from 1997 to 1999, Mr. Bristol
was the general manager of Getchell Gold's Nevada mining operations. He received
a  B.S.  in  mining  engineering  from  Montana  Tech  in  Montana.

MELVYN  WILLIAMS

Melvyn  Williams  has  served as our Senior Vice President-Finance and Corporate
Development  since  March 2004.  From 2000 to 2003, he served as Chief Financial
Officer  of  TVX  Gold  Inc.,  a  gold  mining  company  with  five


                                                                         Page 18

operating  mines  and  an advanced development project in Greece, with an annual
gold  production  of 250,000  ounces.  From 1997 to 2000, Mr. Williams served as
Vice  President  -  Finance of TVX Gold Inc., where he was primarily responsible
for  the  company's  Greek operations and developments.  In 1995, he served as a
financial  executive  for  Star Mining Corporation, an Australian-listed company
with  a  35%  interest  in  Lenzoloto JSC, a Russian gold producer, where he was
responsible for overseeing the development of all aspects of a gold mining joint
venture.  In  1994, Mr. Williams served as Vice President - Finance of LAC North
America,  a  gold  mining company with annual gold production of 800,000 ounces,
where  he created and managed a new financial and management team.  From 1989 to
1994,  he  was  the  Executive Director of Riominas LDA, a subsidiary of The RTZ
Corporation  (a  multinational  mining  house),  and  was a Chief Accountant for
Rossing  Uranium,  a  subsidiary of The RTZ Corporation, from 1977 to 1989.  Mr.
Williams is a Chartered Certified Accountant, and received an MBA from Cranfield
in  1988.

DONALD  O.  MILLER

Donald  O.  Miller  has  served  as  our  Vice  President-Human  Resources  and
Administration since March 2004. From January 2000 to October 2003, he owned and
operated a family business in Henderson, Nevada. Mr. Miller held the position of
Vice  President and Chief Administrative Officers with Getchell Gold Corporation
from  April  1995 to December 1999. Prior to this assignment, from April 1992 to
April  1995,  he  was  Principal  for  GEM  2000,  an  international  management
consulting  firm  specializing  in Latin America. Mr. Miller was Vice President,
Employee Relations with Newmont Mining Company from April 1990 to April 1992. He
served  in  the  capacity of Vice President Human Resources, Cyprus Coal Company
and  General  Manager,  Compensation  and Benefits, Cyprus Minerals Company from
September  1985  to  April 1990. From January 1980 to September 1985, Mr. Miller
served  as  Manager,  Developing Properties and as Manager, Labor Relations with
Anaconda  Mining  Company,  a  wholly-owned  subsidiary  of  Atlantic  Richfield
Company.  Mr.  Miller  held  various  positions  in  minesite  operations, labor
relations  and  new  mine  development  from  1972  to 1980 with Anaconda Copper
Company.  Mr.  Miller  is  a veteran of the Vietnam War, having served in the US
Army from 1968 to 1971. Mr. Miller graduated from the University of Arizona with
a  BS  in  Business  and  Labor  Relations in 1968 and received his MBA from the
University  of  Phoenix  in  1985.


             Summary Compensation Table for Named Executive Officers

The  following  table  sets  forth  all  compensation  paid  in  respect  of the
individuals  who were, at December 31, 2003, the Chief Executive Officer and the
other  Named  Executive  Officers  whose total salary and bonus was in excess of
US$100,000  per  annum. Securities legislation provides that the Named Executive
Officers  are determined on the basis of the total cash compensation (salary and
annual  bonus)  earned  in  the  year  ended  December  31,  2003.



                                                               ANNUAL COMPENSATION             LONG-TERM
                                                                                            COMPENSATION(1)
                                                       ----------------------------------  ------------------
                                                                             OTHER ANNUAL   SECURITIES UNDER
                                                                             COMPENSATION        OPTIONS         ALL OTHER
                                                         SALARY   BONUS (2)       (3)        GRANTED(4) (5)    COMPENSATION)(6)
NAME AND PRINCIPAL POSITION                       YEAR    ($)        ($)          ($)              (#)               ($)
------------------------------------------------  ----  --------  ---------  -------------  -----------------  -----------------
                                                                                             
R. David Russell (7)                              2003   285,385    100,000        15,000             250,000        197,000 (8)
President and Chief Executive Officer             2002   202,702     50,000        15,000             425,403        360,000 (9)
------------------------------------------------  ----  --------  ---------  -------------  -----------------  -----------------
R. Llee Chapman (10)                              2003   181,923     50,000        10,000             250,000                Nil
Vice President and Chief Financial Officer        2002    88,112     40,000        10,000             215,829                Nil
------------------------------------------------  ----  --------  ---------  -------------  -----------------  -----------------
Richard F. Nanna (11)                             2003   160,000     80,000        15,000             200,000        162,525(12)
Vice-President, Exploration                       2002   157,973     30,000        15,000             444,868        297,000(13)
------------------------------------------------  ----  --------  ---------  -------------  -----------------  -----------------
Donald W. Vagstad (14)                            2003   158,014     15,000        10,000             100,000                Nil
Vice-President, Legal, General
Counsel and Secretary                             2002   155,613     15,000        10,000             142,009         78,472(15)
------------------------------------------------  ----  --------  ---------  -------------  -----------------  -----------------
David Young (16)                                  2003   135,577     35,000        10,000             100,000                Nil
Vice-President, Business Development              2002    93,701     30,000        10,000             167,659                Nil
------------------------------------------------  ----  --------  ---------  -------------  -----------------  -----------------



                                                                         Page 19

(1)  The  Corporation  has  not  granted  any stock appreciation rights (SAR) or
     other  long  term  incentive  plan  (LTIP)  awards.

(2)  Includes  bonuses  earned  for  the  fiscal year whether or not paid in the
     fiscal  year.

(3)  Unless  otherwise stated, the figures disclosed in this column represent an
     annual  automobile allowance for each individual provided in his employment
     agreement.

(4)  Options  granted  in the 2002 fiscal year refer to options granted pursuant
     to the Plan of Arrangement Stock Option Plan to purchase Common Shares at a
     price  of  US$0.80  per share, of which 50% vested on December 31, 2002 and
     the balance, after certain deductions were made for failure to meet certain
     goals  and objectives, vested effective on December 31, 2003. The amount of
     options  shown  reflect  the  net number of options which vested, after all
     applicable  deductions  were  made.  See  "Plan of Arrangement Stock Option
     Plan".

(5)  Options  granted  in the 2003 fiscal year refer to options granted pursuant
     to  the Incentive Stock Option Plan to purchase Common Shares at a price of
     US$2.24,  vesting  over a two year period at the rate of 50% on each of the
     first  and  second  anniversaries  of  the  date  of  grant.

(6)  The  following  amounts  shown as all other compensation represent employer
     contributions  to  the  Corporation's  401(k)  Plan  for  2003  and  2002,
     respectively:  $_____ and $_____ for Mr. Russell; $_____ and $_____ for Mr.
     Chapman;  $_____  and  $_____  for  Mr.  Nanna;  $_____  and $_____ for Mr.
     Vagstad;  and  $_____  and  $_____  for  Mr.  Young.

(7)  Mr.  Russell served as President and Chief Executive Officer of Nevoro Gold
     Corporation  from January 1, 2002 and has served in a similar capacity with
     the  Corporation  since  June  25,  2002.

(8)  This  figure  is  expressed  in  U.S.  dollars  and represents the value of
     100,000  Common  Shares  which  vested effective December 31, 2003 and were
     issuable  to  Mr. Russell effective March 10, 2004 pursuant to the terms of
     the Plan of Arrangement. The closing price of the Common Shares on the AMEX
     on  March  10,  2004  was  US$1.97.

(9)  This  figure  is  expressed in Canadian dollars and represents the value of
     100,000  Common  Shares issuable to Mr. Russell effective December 31, 2002
     pursuant  to the terms of the Plan of Arrangement. The closing price of the
     Common  Shares  on  the  TSX  on  December  31,  2002  was  Cdn.$3.60.

(10) Mr.  Chapman  served  as Vice President, Accounting and Administration with
     Nevoro Gold Corporation from April 15, 2002 and was appointed to serve in a
     similar  capacity with the Corporation effective June 25, 2002. Mr. Chapman
     was  appointed  as Chief Financial Officer of the Corporation on August 28,
     2002. Accordingly, Mr. Chapman's 2002 compensation reflects approximately 9
     months  employment.

(11) Mr.  Nanna served as Vice President, Exploration of Nevoro Gold Corporation
     from  January  1,  2002  and  has  served  in  a  similar capacity with the
     Corporation  since  June  25,  2002.

(12) This figure is expressed in U.S. dollars and represents the value of 82,500
     Common Shares which vested effective December 31, 2003 and were issuable to
     Mr.  Nanna  effective  March  10, 2004 pursuant to the terms of the Plan of
     Arrangement.  The  closing  price of the Common Shares on the AMEX on March
     10,  2004  was  US$1.97.

(13) This  figure  is  expressed in Canadian dollars and represents the value of
     82,500  Common  Shares  issuable  to  Mr. Nanna effective December 31, 2002
     pursuant  to the terms of the Plan of Arrangement. The closing price of the
     Common  Shares  on  the  TSX  on  December  31,  2002  was  Cdn.$3.60.

(14) Mr.  Vagstad served as Vice President, Legal, General Counsel and Secretary
     of  Apollo  Gold,  Inc.  from  January  1, 2002 and has served in a similar
     capacity  with  the  Corporation  since  June  25,  2002.

(15) This  figure  represents  direct  payments and reimbursements of relocation
     costs  associated  with  Mr.  Vagstad's  and his family's relocation to the
     Corporation's new executive offices in Denver, Colorado, including gross-up
     of United States Federal and Colorado State income tax obligations incurred
     as  a  result  of  actual  or  constructive  receipt  of those payments and
     reimbursements.

(16) Mr.  Young  served  as  Vice  President,  Mine  Operations  of  Nevoro Gold
     Corporation  from  March 17, 2002 and served in a similar capacity with the
     Corporation  from  June  25, 2002 to May 2003 whereupon he was appointed as
     Vice President, Business Development. Accordingly, Mr. Young's compensation
     for  the  2002  fiscal  year  reflects  approximately  9 months employment.


                               STOCK OPTION PLANS

                           Incentive Stock Option Plan

Following  completion  of  the  Plan of Arrangement and the amalgamation between
International  Pursuit  Corporation  and  Nevoro  Gold  Corporation  to form the
Corporation,  the Corporation reconfirmed and adopted the incentive stock option
plan,  as  amended  (the "INCENTIVE STOCK OPTION PLAN") of International Pursuit
Corporation.  The  purpose  of the Incentive Stock Option Plan is to develop the
interest  of the senior officers, directors and key employees of the Corporation
and  its  subsidiaries  and  affiliates,  as well as any other person or company
engaged to provide ongoing management and consulting services to the Corporation
or  to  its  subsidiaries  and  affiliates  ("PARTICIPANTS").


                                                                         Page 20

The  Compensation Committee that administers the Incentive Stock Option Plan has
broad  authority  to  fix the terms and conditions of individual agreements with
Participants,  including the duration of the award and any vesting requirements.
Options  to  purchase  4,805,904  Common  Shares  are  issuable  pursuant to the
Incentive  Stock Option Plan.  The number of Common Shares reserved for issuance
to  any  one  person  pursuant to the grant of options under the Incentive Stock
Option  Plan  may  not  exceed  5%  of  the Corporation's issued and outstanding
shares.  In  addition,  the  issuance of Common Shares to any insider and his or
her  associates under the Incentive Stock Option Plan, within a one-year period,
shall  not  exceed  5%  of the Corporation's issued and outstanding shares.  The
exercise  price  of any option granted under the Incentive Stock Option Plan may
not  be  less  than the fair market value (e.g., the prevailing market price) of
the  Common  Shares at the time the option is granted.  Options issued under the
Incentive  Stock  Option Plan may be exercised during a period determined by the
Board  which cannot exceed ten years and are subject to earlier termination upon
the termination of the optionee's employment, upon the optionee ceasing to be an
officer  and/or  director  of  the Corporation or upon the retirement, permanent
disability  or  death  of  an  optionee.  Subject  to compliance with applicable
corporate  and  securities  laws,  the  Board  may  at  any  time  authorize the
Corporation  to  loan  money  to  a Participant in order to assist him or her to
exercise options granted under the Incentive Stock Option Plan.  Such loan shall
be  provided on a non-recourse basis, shall be non-interest bearing and shall be
on  such  other  terms  and conditions to be determined from time to time by the
Board.  The  Board has not loaned any money to Participants and has no intention
to do so in the future. The options are non-transferable.


                      Plan of Arrangement Stock Option Plan

Pursuant  to the Plan of Arrangement, the Corporation established an arrangement
stock option plan, (the "PLAN OF ARRANGEMENT STOCK OPTION PLAN"). The purpose of
the  Plan  of  Arrangement  Stock  Option Plan is to develop the interest of the
senior  officers,  directors  and  key  employees  of  the  Corporation  and its
subsidiaries  and  affiliates, as well as any other person or company engaged to
provide  ongoing management and consulting services to the Corporation or to its
subsidiaries  and  affiliates.

The  Plan  of  Arrangement  Stock  Option  Plan authorizes the issuance of up to
2,780,412  Common  Shares at an exercise price of U.S.$0.80 per share.  In 2002,
all  of  such 2,780,412 options were granted to eligible persons, at an exercise
price  of US$0.80 per share, for a term of five years expiring on June 25, 2007.
The  options  granted  pursuant  to  the  terms of the Plan of Arrangement Stock
Option  Plan  vest  over  a  period of two years and are subject to deduction if
certain  goals  and  objective  are  not  attained.  Such  goals and objectives,
include  but  are  not limited to, attaining or exceeding certain budgeted goals
for  gold  sales,  cash  production costs and increasing the proven and probable
gold  reserves  of  the Corporation.  For the year ended December 31, 2002, such
goals  and objectives were met.  Accordingly, an aggregate of 1,390,206 options,
representing  50%  of  the  options  granted under the Plan of Arrangement Stock
Option  Plan  vested  effective  December  31,  2002.

For  the  year  ended  December  31,  2003,  all  of  the  goals  and objectives
established for the Florida Canyon Mine and the Exploration department were met.
Accordingly,  an  aggregate  of  271,091  options,  representing  100%  of  the
previously  unvested  options  granted  to  Florida  Canyon Mine and Exploration
department  employees  under  the  Plan of Arrangement Stock Option Plan, vested
thereunder  effective  December  31,  2003.  Some,  but not all of the goals and
objectives  established for the Montana Tunnels Mine for the year ended December
31,  2003  were  met, resulting in the cancellation of 10,252 options granted to
Montana  Tunnels  Mines employees.  Accordingly, an aggregate of 29,368 options,
representing  75%  of the previously unvested options granted to Montana Tunnels
Mine  employees  under  the  Plan  of  Arrangement  Stock  Option  Plan,  vested
thereunder  effective  December  31, 2003.  In addition, an aggregate of 120,392
options  granted  to  directors  and  senior  officers  of  the Corporation were
cancelled  effective  December  31,  2003 for failure of the Corporation to meet
certain  goals  and  objectives.  Accordingly,  an aggregate of 556,082 options,
representing 80% of the previously unvested options granted to such officers and
directors  under  the  Plan  of Arrangement Stock Option Plan, vested thereunder
effective  December  31,  2003.


                            2003 Stock Option Grants

The  following  table sets forth individual grants of options to purchase Common
Shares  pursuant  to  the  Incentive  Stock  Option  Plan to the Named Executive
Officers  during  the  year  ended  December  31,  2003.


                                                                         Page 21



                                    % OF TOTAL
                     NUMBER OF        OPTIONS                       MARKET VALUE OF
                     SECURITIES     GRANTED TO                     SECURITIES ON THE                      GRANT DATE
                   UNDER OPTIONS   EMPLOYEES IN   EXERCISE PRICE     DATE OF GRANT                      PRESENT VALUE
NAME                 GRANTED(1)     FISCAL 2003    ($/SECURITY)       ($/SECURITY)     EXPIRATION DATE      ($)(2)
-----------------  --------------  -------------  ---------------  ------------------  ---------------  -------------
                                                                                      
R. David Russell          250,000          11.3%  US$2.24          US$2.24             Feb. 18, 2013    US$367,500
R. Llee Chapman           250,000          11.3%  US$2.24          US$2.24             Feb. 18, 2013    US$367,500
Richard F. Nanna          200,000           9.0%  US$2.24          US$2.24             Feb. 18, 2013    US$294,000
Donald W. Vagstad         100,000           4.5%  US$2.24          US$2.24             Feb. 18, 2013    US$147,000
David K. Young            100,000           4.5%  US$2.24          US$2.24             Feb. 18, 2013    US$147,000


(1)  Stock options granted pursuant to the Incentive Stock Option Plan.  Options
     vest  over  two  years  at  a  rate  of 50% on each of the first and second
     anniversaries  of  the  date  of grant. See "Stock Option Plans - Incentive
     Stock  Option  Plan".

(2)  The  Grant  Date  Present  Value  was  determined  using  the Black-Scholes
     methodology  and  the  following  weighted  average  assumptions: risk free
     interest rate of 3.5%; option life equals 5 years; volatility of 79.0%; and
     dividend  yield  of  0%.  The  ultimate  value of the options, if any, will
     depend  on  the  future  value  of  the  common  stock  and  the optionee's
     investment  decisions,  neither  of  which  can  be  accurately  predicted.

   Aggregated Options Exercised During Most Recently Completed Financial Year
                    And Option Values At Financial Year-End

The  following  table shows the aggregate number of options each Named Executive
Officer  now  holds and the value of these options based on the closing price of
the  Common  Shares  as  at  December  31,  2003,  which  was  US$2.30.



                    SECURITIES   AGGREGATE                                          VALUE OF UNEXERCISED IN-THE-
                   ACQUIRED ON     VALUE       UNEXERCISED OPTIONS AT DECEMBER 31,  MONEY OPTIONS AT DECEMBER 31,
                     EXERCISE     REALIZED                   2003 (#)                       2003 ($)(1)
NAME                   (#)          ($)          EXERCISABLE       UNEXERCISABLE     EXERCISABLE   UNEXERCISABLE
-----------------  ------------  ----------  -------------------  ----------------  -------------  --------------
                                                                                 
R. David Russell       Nil          Nil                  425,403           250,000        638,104          15,000
R. Llee Chapman        Nil          Nil                  215,829           250,000        323,743          15,000
Richard F. Nanna       Nil          Nil                  444,868           200,000        667,302          12,000
Donald W. Vagstad      Nil          Nil                  142,009           100,000        213,013           6,000
David Young            Nil          Nil                  167,659           100,000        251,488           6,000


(1)  On  December  31, 2003, the last trading day of the year, the closing price
     of  the  Common Shares on the AMEX was US$2.30. The value of unexercised in
     the money options was calculated based on the difference between the market
     value  of  the  Common  Shares underlying the options at December 31, 2003,
     being US$2.30 and the exercise price of the options.


                  MANAGEMENT AGREEMENTS WITH EXECUTIVE OFFICERS

R. DAVID RUSSELL, PRESIDENT AND CHIEF EXECUTIVE OFFICER

David  Russell  was  President  and  Chief  Executive  Officer  of  Nevoro  Gold
Corporation  from  April  1,  2002,  until  June 25, 2002 (the "EFFECTIVE DATE")
whereupon  he  was  appointed  President  and  Chief  Executive  Officer  of the
Corporation.  The  Corporation  has  assumed  the  terms  and  conditions  of an
employment agreement dated as of the 1st day of April, 2002, between Mr. Russell
and  Nevoro Gold Corporation. Pursuant to such employment agreement, as amended,
Mr.  Russell  receives  a  minimum  annual  base  salary  of  US$285,385  and  a
discretionary  annual  cash  bonus  based on the Corporation's performance.  Mr.
Russell  is  entitled  to receive an automobile allowance of US$15,000 per annum
and  an  allowance for social/sports club membership of US$5,000 per annum.  Mr.
Russell  was  entitled  to  receive,  pursuant  to  the  terms  of  the  Plan of
Arrangement  and  his  employment  agreement,  200,000  Common  Shares  of  the
Corporation  of  which  50% vested effective December 31, 2002 and the remaining
50%  vested  effective  December  31,  2003.


                                                                         Page 22

Mr. Russell's employment agreement provides that in the event of the termination
of  his employment without cause or upon a change of control of the Corporation,
he  will  be entitled to receive 36 months salary, together with a payment equal
to  50%  of  the  bonus  entitlement for each year and any other compensation to
which  he  would  otherwise have been entitled during such 36-month period, such
payments  to  be calculated on a grossed-up basis.  Pursuant to the terms of Mr.
Russell's  employment  agreement,  any  options  granted  to  Mr.  Russell shall
immediately  vest if his employment is terminated without cause or upon a change
of  control.

R. LLEE CHAPMAN, VICE PRESIDENT - FINANCE AND CHIEF FINANCIAL OFFICER

Llee  Chapman  was  Vice President, Accounting and Administration, Treasurer and
Controller  of  Nevoro  Gold  Corporation from May 24, 2002, until the Effective
Date  whereupon  he was appointed to similar positions with the Corporation.  On
August  28,  2002,  he  was promoted to the position of Vice President and Chief
Financial Officer of the Corporation.  The Corporation has assumed the terms and
conditions  of  an  employment  agreement dated as of the 24th day of May, 2002,
between  Mr.  Chapman  and Nevoro Gold Corporation.  Pursuant to such employment
agreement,  as  amended,  Mr.  Chapman  receives a minimum annual base salary of
US$181,923  and  a  discretionary  annual  cash bonus based on the Corporation's
performance.  Mr.  Chapman  is  entitled  to  receive an automobile allowance of
US$10,000  per  annum.

Mr. Chapman's employment agreement provides that in the event of the termination
of  his employment without cause or upon a change of control of the Corporation,
he  will  be entitled to receive 24 months salary, together with a payment equal
to  50%  of  the  bonus  entitlement for each year and any other compensation to
which  he  would  otherwise have been entitled during such 24-month period, such
payments  to  be calculated on a grossed-up basis.  Pursuant to the terms of Mr.
Chapman's  employment  agreement,  any  options  granted  to  Mr.  Chapman shall
immediately  vest if his employment is terminated without cause or upon a change
of  control.

RICHARD F. NANNA, VICE PRESIDENT - EXPLORATION

Richard  Nanna  was  Vice President, Exploration of Nevoro Gold Corporation from
April  1,  2002,  until  the  Effective  Date  whereupon  he  was appointed Vice
President,  Exploration  of  the  Corporation.  The  Corporation has assumed the
terms  and  conditions  of  an  employment  agreement dated as of the 1st day of
April,  2002,  between  Mr. Nanna and Nevoro Gold Corporation.  Pursuant to such
employment  agreement,  as  amended,  Mr.  Nanna  receives a minimum annual base
salary  of  US$160,000  and  a  discretionary  annual  cash  bonus  based on the
Corporation's  performance.  Mr.  Nanna  is  entitled  to  receive an automobile
allowance  of  US$15,000  per  annum  and  an  allowance  for social/sports club
membership  of  US$5,000 per annum.  Mr. Nanna was entitled to receive, pursuant
to  the  terms  of the Plan of Arrangement and his employment agreement, 165,000
Common Shares of the Corporation of which 50% vested effective December 31, 2002
and  the  remaining  50%  vested  effective  December  31,  2003.

Mr.  Nanna's  employment agreement provides that in the event of the termination
of  his employment without cause or upon a change of control of the Corporation,
his employment will be deemed to have been terminated and he will be entitled to
receive  36  months  salary,  together  with a payment equal to 50% of the bonus
entitlement for each year and any other compensation to which he would otherwise
have  been  entitled during such 36-month period, such payments to be calculated
on  a  grossed-up  basis.  Pursuant  to  the  terms  of  Mr.  Nanna's employment
agreement,  any  options  granted  to  Mr.  Nanna  shall immediately vest if his
employment  is  terminated  without  cause  or  upon  a  change  of  control.

DONALD W. VAGSTAD, VICE PRESIDENT - LEGAL, SECRETARY AND GENERAL COUNSEL

Donald  Vagstad  was  Vice  President,  Legal,  Secretary and General Counsel of
Apollo  Gold,  Inc.,  a  subsidiary  of  Nevoro  Gold  Corporation  prior to the
Effective  Date  whereupon  he  was  appointed  to  similar  positions  with the
Corporation.  The  Corporation  has  assumed  the  terms  and  conditions  of an
employment  agreement  dated as of the 24th day of May, 2002 between Mr. Vagstad
and  Nevoro  Gold Corporation and Apollo Gold, Inc.  Pursuant to such employment
agreement,  as  amended,  Mr.  Vagstad  receives a minimum annual base salary of
US$158,014  and  a  discretionary  annual  cash bonus based on the Corporation's
performance.  Mr.  Vagstad  is  entitled  to  receive an automobile allowance of
US$10,000  per  annum.


                                                                         Page 23

Mr. Vagstad's employment agreement provides that in the event of the termination
of  his employment without cause or upon a change of control of the Corporation,
his employment will be deemed to have been terminated and he will be entitled to
receive  24  months  salary,  together  with a payment equal to 50% of the bonus
entitlement for each year and any other compensation to which he would otherwise
have  been  entitled during such 24-month period, such payments to be calculated
on  a  grossed-up  basis.  Pursuant  to  the  terms  of Mr. Vagstad's employment
agreement,  any  options  granted  to  Mr. Vagstad shall immediately vest if his
employment  is  terminated  without  cause  or  upon  a  change  of  control.

DAVID YOUNG, VICE PRESIDENT - CORPORATE DEVELOPMENT AND TECHNICAL SERVICES

David  Young  was  Vice  President, Mining Operations of Nevoro Gold Corporation
from  May  24,  2002,  to  the  Effective  Date  whereupon he was appointed Vice
President, Mining Operations of the Corporation.  He assumed that position until
May,  2003  when  he was appointed as Vice President - Corporate Development and
Technical  Services.  The Corporation has assumed the terms and conditions of an
employment  agreement  dated  as of the 24th day of May, 2002, between Mr. Young
and Nevoro Gold Corporation.  Pursuant to such employment agreement, as amended,
Mr.  Young  receives  a  minimum  annual  base  salary  of  US$135,577  and  a
discretionary  annual  cash  bonus  based on the Corporation's performance.  Mr.
Young  is  entitled  to  receive an automobile allowance of US$10,000 per annum.

Mr.  Young's  employment agreement provides that in the event of the termination
of  his employment without cause or upon a change of control of the Corporation,
his employment will be deemed to have been terminated and he will be entitled to
receive  24  months  salary,  together  with a payment equal to 50% of the bonus
entitlement for each year and any other compensation to which he would otherwise
have  been  entitled during such 24-month period, such payments to be calculated
on  a  grossed-up  basis.  Pursuant  to  the  terms  of  Mr.  Young's employment
agreement,  any  options  granted  to  Mr.  Young  shall immediately vest if his
employment  is  terminated  without  cause  or  upon  a  change  of  control.


                     INDEBTEDNESS OF DIRECTORS AND OFFICERS

No  director  or officer of the Corporation, and no associate of any director or
officer  of  the Corporation, was indebted to the Corporation at any time during
the  year  ended  December  31,  2003.


                      EQUITY COMPENSATION PLAN INFORMATION

     The  following  table  provides  information about the shares of our Common
Stock  that  may be issued upon the exercise of options or warrants under all of
our  existing  equity  compensation plans as of December 31, 2003, including the
Incentive  Stock  Option  Plan  and  the  Plan of Arrangement Stock Option Plan.



                                                                                 (c)
                                                                              NUMBER OF
                                                                             SECURITIES
                                                                              REMAINING
                                                (a)                         AVAILABLE FOR
                                             NUMBER OF          (b)        FUTURE ISSUANCE
                                           SECURITIES TO     WEIGHTED-      UNDER EQUITY          (d)
                                                 BE           AVERAGE       COMPENSATION         TOTAL
                                            ISSUED UPON      EXERCISE     PLANS (EXCLUDING    SECURITIES
                                            EXERCISE OF      PRICE OF        SECURITIES      REFLECTED IN
                                            OUTSTANDING     OUTSTANDING     REFLECTED IN      COLUMNS (a)
PLAN CATEGORY                               OPTIONS (#)     OPTIONS ($)    COLUMN (a)) (#)    AND (c) (#)
-----------------------------------------  --------------  -------------  -----------------  -------------
                                                                                 
Equity compensation plans approved by
security holders:

    Incentive Stock Option Plan . . . . .       1,887,300  $        2.20          4,805,904      2,918,604

    Plan of Arrangement Stock Option Plan       2,780,412  $        0.80          2,780,412              0

Equity compensation plans not approved by
security holders. . . . . . . . . . . . .               0           N/A                   0              0
                                           --------------  -------------  -----------------  -------------

TOTAL . . . . . . . . . . . . . . . . . .       4,667,712              -          7,586,316      2,918,604



                                                                         Page 24

                                PERFORMANCE GRAPH

The  following  graph  compares the total cumulative shareholder return for $100
invested  in  Common  Shares  with  the  cumulative  total return of the S&P/TSX
Composite  Index  and the S&P/TSX Gold & Precious Minerals Index during the five
most  recently completed financial years of the Corporation.  During the period,
the  total  cumulative shareholder return for $100 invested in Common Shares was
$32  as  compared  to  $127  for  the  S&P/TSX  Composite



                                Five Year Cumulative Total Return on $ 100 Investment
                                       Assuming Re-Investment of Distributions
                                         (January 1, 1999-December 31, 2003)

                                                  [CHART  OMITTED]

                              Jan. 1, 1999  Dec. 31, 1999  Dec. 31, 2000  Dec. 31, 2001  Dec. 31, 2002  Dec. 31, 2003
                                                                                      
Apollo Gold Corporation             100.00          85.71          61.90          11.90          39.35          32.35
S&P/TSX Composite                   100.00         131.71         141.47         123.69         108.30         137.25
TSX Gold & Precious Minerals        100.00          83.01          74.74          88.40         122.41         132.91


Index and $127 for the S&P/TSX Gold & Precious Minerals Index.

(1)  Effective June 25, 2002, International Pursuit Corporation consolidated its
     common  shares  on  a  1:43.57  basis  and  amalgamated  with  Nevoro  Gold
     Corporation  to form Apollo Gold Corporation, the shares of which commenced
     trading  on  the  TSX  on  July  3,  2002.


                       DIRECTORS' AND OFFICERS' INSURANCE

The  Corporation  has  directors'  liability  insurance  for  the  directors and
officers  of the Corporation and its subsidiaries.  The aggregate annual premium
is  US$191,192.40.  The  annual insurance coverage under the applicable policies
is  limited  to  US$10,000,000  per  policy  year.

There  is  a  US$250,000  deductible  provision  for  any  claim  made  by  the
Corporation. The limit does not apply claims by any director or officer.


                                                                         Page 25

            INTERESTS OF INSIDERS AND OTHERS IN MATERIAL TRANSACTIONS

Except  as set forth hereafter and in the employment agreements and stock option
grants  described  elsewhere  in  this  Circular, no director, senior officer or
associate  of  a  director  or  senior officer nor, to the best knowledge of the
directors  or  senior  officers  of the Corporation after having made reasonable
inquiry,  any  person  or company who beneficially owns, directly or indirectly,
voting securities of the Corporation carrying more than ten (10%) percent of the
voting  rights  attached  to  any  class of voting securities of the Corporation
outstanding  at  the date hereof, or any associate or affiliate thereof, has any
interest  in  any  material  contracts  to  which  the  Corporation  is a party.

In 2003, the Corporation paid US$60,577 for consulting services comprised of the
following:  US$41,317  to Robert L. Russell, the father of R. David Russell, the
President  and  Chief  Executive  Officer  of  the  Corporation and US$19,260 to
Surradial, an  entity  owned  by  the  brother of R. David Russell. In 2003, the
Corporation  paid  Fogler,  Rubinoff  LLP  US$407,411  and  McMillan  Binch  LLP
US$387,774 in respect of legal services provided to the Corporation. Mr. Hobart,
a  director  of  the  Corporation,  is a partner at Fogler, Rubinoff LLP and Mr.
Vaughan,  a  director of the Corporation, is a partner at McMillan Binch LLP. In
addition,  in  2003, the Corporation paid Silicon Valley Law Group US$463,000 in
respect  of legal services provided to the Corporation. A shareholder of Silicon
Valley  Law  Group is the brother of Mr. R. Llee Chapman, the Corporation's Vice
President  and  Chief  Financial  Officer.

The Corporation is of the view that all of the transactions set forth above were
made  on  terms  no  less  favourable  to  the  Corporation than could have been
obtained  from  unaffiliated  third  parties.  The  Corporation intends that all
material  transactions  be  approved  by  a  majority  of the Board, including a
majority  of the independent directors and be on terms no less favourable to the
Corporation  than  could  be  obtained  from  unaffiliated  third  parties.


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a)  of  the  Exchange  Act  requires  the Corporation's officers and
directors, and persons who own more than 10% of the Corporation's Common Shares,
to  file  reports  of ownership and changes of ownership of such securities with
the  United  States Securities and Exchange Commission. Based on a review of the
Corporation's  records,  management  believes  that  all  filing  requirements
applicable to the Corporation's officers, directors and holders of more than 10%
of  the  Corporation's  Common  Shares were complied with during the 2003 fiscal
year,  except  that:  with respect to Mr. Bristol, a Form 3 was filed late; with
respect  to  Mr.  Vaughan, a Form 4 was filed late concerning an exercise of his
stock  options  followed  by  the sale of his Common Shares; with respect to Mr.
Woodyer,  a  Form  4  was filed late concerning an exercise of his stock options
followed by the sale of his Common Shares; with respect to Mr. Russell, a Form 4
was  filed  late  concerning  a  purchase  of  Common  Shares.


     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                                   DISCLOSURE

Arthur  Andersen  LLP  was  the  Corporation's  independent  auditor;  however,
effective  June  3,  2002,  Arthur  Andersen  LLP,  ceased  practicing  public
accounting.  The  Corporation  engaged  Deloitte  &  Touche  LLP  as  its  new
independent  certified  public  accountants effective June 17, 2002.  Deloitte &
Touche  LLP  independently  reaudited  the  Corporation's  historical  financial
statements  and  did  not  rely  on  any  of Arthur Andersen LLP's work product.

Our  Board  of  Directors,  with  the  recommendation  of  the Audit and Finance
Committee  of  the Board of Directors and with the approval of our shareholders,
authorized  and approved the engagement of Deloitte & Touche LLP. During our two
most recent fiscal years and the subsequent period prior to such appointment, we
did  not  consult  Deloitte & Touche LLP regarding the application of accounting
principles  to  a specific completed or contemplated transaction, or the type of
audit  opinion  that  might  be rendered on our financial statements, nor on any
matter that was either the subject of a disagreement, as that term is defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation  S-B,  or  a  reportable  event,  as  that  term  is  defined in Item
304(a)(1)(v)  of  Regulation  S-B.


            INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No  person  who  was a director or senior officer of the Corporation at any time
since  the  beginning  of  the  Corporation's  last completed financial year, no
person  who  is a proposed nominee for election as a director of the Corporation
and  no  associate or affiliate of any such director, senior officer or proposed
nominee  has  any  material


                                                                         Page 26

interest,  direct  or  indirect,  in  any matter to be acted upon at the Meeting
other  than  the  election  of  directors  of  this  Circular.


                     PARTICULARS OF MATTERS TO BE ACTED UPON


                              FINANCIAL STATEMENTS

The  shareholders  will  receive and consider the audited consolidated financial
statements  of  the  Corporation  for  the  fiscal year ended December 31, 2003,
together  with  the  auditor's  report  thereon.


                       PROPOSAL #1 - ELECTION OF DIRECTORS

The  Board  consists  of  seven  directors  to  be  elected annually.  All seven
nominees are members of the Board and have been since the dates indicated below.
Management does not contemplate that any of the nominees will be unable to serve
as  a  director.  However,  if  a  nominee  should be unable to so serve for any
reason  prior  to  the  Meeting, the persons named in the enclosed form of proxy
reserve  the  right  to  vote  for  another  nominee  in their discretion.  Each
director  elected  will  hold  office until the next annual meeting or until his
successor  is appointed, unless his office is earlier vacated in accordance with
the  Business Corporations Act (Yukon), and the by-laws of the Corporation.  THE
PERSONS  NAMED  IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE FOR THE ELECTION OF
ALL  OF  THE  NOMINEES  WHOSE  NAMES  ARE  SET  FORTH  BELOW.

The  following  table  and  the  notes  thereto  state  the names of all persons
proposed  to  be  nominated  for  election  as directors, all other positions or
offices  with  the  Corporation  and  its  subsidiaries  now held by them, their
principal  occupations or employment, the year in which they became directors of
the  Corporation,  the  approximate  number of Common Shares beneficially owned,
directly  or  indirectly,  by  each of them, or over which they exert control or
direction  as  of March 26, 2004, and the number of options held as of March 26,
2004.



                                                                                 COMMON SHARES
                                                                              BENEFICIALLY OWNED,
                                                                                  DIRECTLY OR
                                                                  YEAR FIRST     INDIRECTLY, OR
NAME AND MUNICIPALITY OF                                            BECAME       CONTROLLED OR       NUMBER OF
RESIDENCE                          PRESENT PRINCIPAL OCCUPATION    DIRECTOR       DIRECTED(1)       OPTIONS HELD
--------------------------------  ------------------------------  ----------  --------------------  ------------
                                                                                        
G. Michael Hobart(3) (5)          Partner, Fogler, Rubinoff LLP,
Toronto, Ontario                  a law firm                            2002                1,000        145,071
R. David Russell (4)              President and Chief Executive
Aurora, Colorado                  Officer of the Corporation            2002          1,024,525(6)       675,403
Gerald J. Schissler(2) (3) (5)    Retired Natural Resources
Denver, Colorado                  Executive                             2003                  Nil         70,000
Charles E. Stott (3) (4) (5)      Independent Mining Consultant         2002                2,000        145,071
Evergreen, Colorado
G. W. (Bill) Thompson(2) (3) (5)  Independent Investor                  2002                  Nil        175,071
Seattle, Washington
W. S. (Steve) Vaughan (3) (5)     Partner, McMillan Binch LLP,
Toronto, Ontario                  a law firm                            2002                  Nil        103,365
Robert A. Watts (2)               Independent Business
Victoria, British Columbia        Consultant                            2003                  Nil         70,000


(1)  Information supplied by nominees.

(2)  A current member of the Audit and Finance Committee.

(3)  A current member of the Compensation Committee.

(4)  A current member of the Technical Committee.


                                                                         Page 27

(5)  A current member of the Nominating Committee.

(6)  100 Common Shares are held indirectly by Mr. Russell for the benefit of his
     minor  child.

The principal occupation for the past five years for each of the nominees is set
out  below.

G.  MICHAEL  HOBART

Michael  Hobart  is a partner at Fogler, Rubinoff LLP, Toronto, Ontario where he
has  practiced corporate and securities law since September 2002.  Prior thereto
he  was  a  partner of Aylesworth Thompson Phelan O'Brien LLP from 1998 to 2002.
He  earned  a  B.A. at McGill University (1982) and a LL.B. at the University of
New  Brunswick  (1985).  He  has held directorships and senior officer positions
with  several  junior  mineral  exploration companies in Canada.  Mr. Hobart was
called  to  the  Ontario  Bar  in  1987  and  is  a  member  of the Canadian Bar
Association.

R.  DAVID  RUSSELL

David  Russell  has been the Corporation's President and Chief Executive Officer
since  June 2002. Prior to the amalgamation of International Pursuit Corporation
and  Nevoro  Gold Corporation in June 2002, Mr. Russell was a founder in January
2002  of  Nevoro  Gold Corporation, a private Ontario company, and served as its
President  from  February  to  June  2002. Mr. Russell was an independent mining
consultant  from  December  1999 to 2002. From January 1995 to December 1999, he
was  Vice  President and Chief Operating Officer of Getchell Gold, a Nevada gold
producer.  At Getchell, Mr. Russell oversaw the Getchell open pit as well as the
development of two underground mechanized mines and a complex pressure oxidation
mill  for  ore  processing.  Mr. Russell was also a very involved team member in
Getchell's  initial  public  offering  and  secondary  offerings  as well as the
evaluation  and  negotiations  associated  with  Placer  Dome's  US$1.1  billion
acquisition  of Getchell in May 1999. Prior to Getchell, Mr. Russell was General
Manager of U.S. operations for LAC Minerals and after its acquisition by Barrick
Gold,  he  served  in  the  same  capacities  for  Barrick. His responsibilities
included  operations at various mines in the western U.S. including the Bullfrog
Mine  in  Nevada;  the  Richmond  Hill Mine located near Lead, South Dakota; the
Ortiz Project near Santa Fe, New Mexico; and the Coliseum reclamation project in
California. Prior to LAC/Barrick, Mr. Russell was Manager Underground Mining for
Independence  Mining  in  Nevada,  Project  Manager  for  Hecla Mining in Idaho,
Manager  of  the  Lincoln  Project  in California for FMC/Meridian Gold and Mine
Manager  for ASARCO in Idaho and Colorado. Mr. Russell is a mining engineer from
Montana  Tech.  Mr.  Russell  also  serves as a director of Idaho General Mines.

GERALD  J.  SCHISSLER

Gerald  Schissler  is  a  retired  natural resources executive.  Since 1998, Mr.
Schissler  has  been an independent consultant on natural resources exploration,
development  and production matters.  From December 1993 until his retirement in
July  1998, he held various executive positions at Burlington Resources Inc.  At
his retirement, Mr. Schissler held the position of Executive Vice President, Law
&  Administration,  and  had  responsibility  for  the  law,  human  resources,
environment  and  safety, corporate secretary and governmental affairs functions
of Burlington Resources.  Mr. Schissler also served as Senior Vice President and
General Counsel of Meridian Minerals Company, a Burlington subsidiary.  Prior to
joining  the  Burlington  family  of  entities  in 1987, he was a partner in the
Denver  law  firm  of Holland & Hart, where he served as Chairman of the Natural
Resources,  Environment  and Real Estate Department and on the firm's Management
Committee.

CHARLES  E.  STOTT,  JR.

Charles  Stott  has  been  since 1995 an independent mining consultant with T.P.
McNulty  and Associates which provides consulting services to the mineral, metal
and  chemical  industries.  Since  2002,  he  has also served as a member of the
Board of Directors of Hazen Research, Inc.  Mr. Stott was a director of Getchell
Gold  Corporation  from  1996  to  1999.  He  was  President and Chief Executive
Officer  of  Gold  Capital  Corporation  from 1994 to 1995 and was President and
Chief Executive Officer of Horizon Resources Corporation from 1990 to 1993.  Mr.
Stott  served  as  President  and Chief Executive Officer of Amax Gold Inc. from
1986  to  1989.


                                                                         Page 28

G.  W.  (BILL)  THOMPSON

Bill  Thompson  is  a  retired mining executive.  From 1997 to 1999 Mr. Thompson
served  as President and Chief Executive Officer and a director of Getchell Gold
Corporation.  From 1999 to 2000, he served as a member of the board of directors
of  Placer-Dome,  Inc.  He  also serves as a director of Kenor, ASA, a Norwegian
company.

W.S.  (STEVE)  VAUGHAN

Steve  Vaughan  has been a partner of McMillan Binch LLP since February 2002 and
is  the Chair of its Natural Resources Group.  Prior thereto he was a partner of
Aird  &  Berlis  LLP  from 1974 until February 2002.  He has a B.Sc. and a M.Sc.
degree  in  geology  as  well  as a law degree and has worked in or been closely
associated  with  all  facets  of  the  mineral  exploration,  mine  finance and
securities  industries  since 1955.  Mr. Vaughan is a director and member of the
Securities  Committee of the Prospectors and Developers Association of Canada, a
former  director  of  the  Toronto  Branch  of the Canadian Institute of Mining,
Metallurgy  and  Petroleum  and  was  a  member  of  the  joint  Toronto  Stock
Exchange/Ontario Securities Commission Mining Standards Task Force.  Mr. Vaughan
also  serves  as  a director of Algoma Central Corporation, Consolidated Tanager
Limited  and  Platte  River  Gold  Inc.

ROBERT  A.  WATTS

Robert  A. Watts has served on the Corporation's Board of Directors since August
19,  2003.  Mr.  Watts  is  a  Chartered  Accountant  and  has  operated  as  an
independent financial and business consultant to the mining industry since 1993.
He  has  acted  as  a  director  of  First  Quantum Minerals Ltd. since 1999 and
Southern  Rio  Resources  Ltd.  since  2003, both of which are listed on the TSX
Toronto  Exchange.  In  addition,  he  has  acted  as  a Director of First Point
Minerals  Corp.  since 1996 and Dynasty Gold Corp. since 2001, both of which are
listed  on  the  TSX  Venture Exchange.  Mr. Watts also acted as Chief Financial
Officer  of  First  Point  Minerals  Corp.  from 1996 until July of 2003 when he
retired.  He is a member of the Audit Committee for each of the above companies.

The Corporation does not have an Executive Committee.  The Board has established
an  Audit and Finance Committee, a Compensation Committee, a Technical Committee
and  a  Nominating  Committee,  details  of which are provided under the heading
"Overview  of  Corporate  Governance  Practices".


                      PROPOSAL #2 - APPOINTMENT OF AUDITORS

Management  recommends  the  re-appointment  of  Deloitte & Touche LLP Chartered
Accountants,  of  Vancouver,  British  Columbia,  the  present  auditors, as the
auditors  of  the  Corporation to hold office until the close of the next annual
meeting  of  the  shareholders.  Deloitte  &  Touche  LLP  has  served  as  the
Corporation's auditors continuously since 2002.  The Corporation believes that a
representative  of  Deloitte  &  Touche  LLP  will  attend  this  Meeting.

The  following  table  shows  the  aggregate  fees billed to the Corporation for
professional  services  by  Deloitte & Touche LLP for fiscal years 2003 and 2002
(in  Cdn$):



                         FISCAL 2003   FISCAL 2002(1)
                         ------------  ---------------
                                 
     Audit Fees          $    348,145  $       119,917
     Audit-Related Fees  $    439,757  $       284,330
     Tax Fees            $      9,600  $             0
     All Other Fees      $          0  $             0
         TOTAL           $    797,502  $       404,247


(1)  Deloitte  &  Touche  LLP  was not engaged as our independent auditors until
     June  17,  2002.  Therefore,  the  2002 fees represent only a partial year.

Audit  Fees.  This  category includes the aggregate fees billed for professional
services  rendered  for  the audits of our consolidated financial statements for
fiscal years 2003 and 2002, for the reviews of the financial statements included


                                                                         Page 29

in our quarterly reports on Form 10-Q during fiscal 2003 and 2002, and for other
services  that  are normally provided by the independent auditors  in connection
with  statutory  and regulatory filings or engagements for the  relevant  fiscal
years.

Audit-Related Fees.  This category includes the aggregate fees billed in each of
the  last two fiscal years for assurance and related services by the independent
auditors that are reasonably related to the performance of the audits or reviews
of  the  financial statements and are not reported above under "Audit Fees," and
generally  consist  of  fees  for  other engagements under professional auditing
standards,  accounting  and  reporting  consultations,  internal control-related
matters,  and  audits  of  employee  benefit  plans.

Tax  Fees.  This category includes the aggregate fees billed in each of the last
two  fiscal years for professional services rendered by the independent auditors
for  tax  compliance,  tax  planning  and  tax advice.  Of these amounts, $0 was
related  to  tax compliance services for review of federal and state tax returns
for  both  2003  and  2002.

All Other Fees.  This category includes the aggregate fees billed in each of the
last  two  fiscal  years  for  products and services provided by the independent
auditors  that  are not reported above under "Audit Fees," "Audit-Related Fees,"
or  "Tax  Fees."

In  the  past,  the  Board  has reviewed and approved the fees to be paid to the
auditors.  Such  fees  have  been  based  upon  the complexity of the matters in
question  and  the  time incurred by the auditors.  Management believes that the
fees negotiated in the past with the auditors of the Corporation were reasonable
in  the  circumstances and would be comparable to fees charged by other auditors
providing  similar  services.

As  discussed  in  the  "Report  of  the  Audit  and  Finance Committee" in this
Circular,  the  Audit  and Finance Committee has reviewed and considered whether
the  provision  of  services  other  than  audit  services  is  compatible  with
maintaining  the  auditors'  independence.  Commencing  in  2003,  the Audit and
Finance  Committee  considered  and  pre-approved  expenditure  limits  for  the
Corporation's  auditors and reviewed and pre-approved the provision of non-audit
services  by  the  Corporation's  auditors  to  ensure  they are consistent with
maintaining  the  auditor's  independence.

IT IS INTENDED THAT ON ANY BALLOT THAT MAY BE CALLED RELATING TO THE APPOINTMENT
OF  AUDITORS,  THE  SHARES  REPRESENTED  BY  PROXIES IN FAVOUR OF THE MANAGEMENT
NOMINEES  WILL BE VOTED IN FAVOUR OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
AUDITORS  OF THE CORPORATION AND THE RESOLUTION AUTHORIZING THE DIRECTORS TO FIX
REMUNERATION  OF  THE  AUDITORS, UNLESS A SHAREHOLDER HAS SPECIFIED IN HIS PROXY
THAT  HIS  SHARES ARE TO BE WITHHELD FROM VOTING ON THE APPOINTMENT OF AUDITORS.


                   PROPOSAL #3 - ADVANCED SHAREHOLDER APPROVAL
             FOR THE ISSUANCE OF COMMON SHARES BY PRIVATE PLACEMENT

It  is anticipated that the Corporation may need additional funds to conduct its
ongoing  activities  in  the  coming  year.  The  Corporation  from time to time
evaluates  opportunities  to  raise  financing  on  advantageous  terms.  The
Corporation  may  undertake one or more such financings over the next year which
may  include  private  placement  equity  financings.  The  terms  of the equity
financings,  if  any,  to  be authorized , including dividend or interest rates,
conversion prices, voting rights, redemption prices, maturity dates, and similar
matters  will  be  determined  by  the  Board.  Under  the rules of the TSX, the
aggregate  number  of  shares  of  a  listed company which may be issued or made
subject  to  issuance (i.e. issuable under a share purchase warrant or option or
other convertible security) by way of one or more private placement transactions
during  any  particular  six  month  period must not exceed 25% of the number of
shares  outstanding  (on  a  non-diluted  basis)  prior to giving effect to such
transactions (the "TSX 25% RULE"), unless there has been shareholder approval of
such  transactions.

The  application  of  the  TSX  25%  Rule  may  restrict the availability to the
Corporation  of  funds  which  it  may  wish  to  raise in the future by private
placement  of  its  securities.

In  particular,  management  of  the  Corporation considers it to be in the best
interests  of  the  Corporation  to  solicit private placement funds for working
capital  and its operations.  The TSX has a working practice that it will accept


                                                                         Page 30

advance  approval by shareholders in anticipation of private placements that may
exceed  the  TSX 25% Rule, provided such private placements are completed within
12  months  of the date such advance shareholder approval is given. In the event
the  Corporation  conducts  private  placement  equity  financings, the existing
shareholders  will  experience  dilution  of  their  equity  interest.

The  Corporation's issued and outstanding share capital as of March 26, 2004 was
79,017,575 Common Shares and the Corporation proposes that the maximum number of
Common Shares which either would be issued or made subject to issuance under one
or  more  private  placements in the 12-month period commencing on May 20, 2004,
would  not  exceed  79,017,575  Common  Shares  in the aggregate, or 100% of the
Corporation's  issued  and  outstanding  shares.

Any  private  placement  proceeded  with  by  the  Corporation under the advance
approval  being  sought  at  the  Meeting  would  be  subject  to  the following
additional  restrictions:

     (a)  it  must  be  substantially  with  parties  at  arm's  length  to  the
          Corporation;

     (b)  it  cannot  materially  affect  control  of  the  Corporation;

     (c)  it  must  be completed within a 12 month period following the date the
          shareholder  approval  is  given;  and

     (d)  it  must  comply  with  the private placement pricing rules of the TSX
          which generally require that the issue price per common share must not
          be  lower  than  the closing market price of such common shares on the
          TSX  on  the  trading  date  prior  to  the date notice of the private
          placement  is  given  to  the  TSX  (the  "MARKET  PRICE"),  less  the
          applicable  discount,  which  generally  is  as  follows:



          Market Price     Maximum Discount
          --------------  -----------------
                       
          Over $2.00                    15%
          $0.51 to $2.00                20%
          Up to $0.50                   25%


(for  these  purposes, a private placement of unlisted convertible securities is
deemed  to be a private placement of the underlying securities at an issue price
equal  to  the  lowest possible price at which the securities are convertible by
the  holders  thereof).

In  any  event,  the  TSX  retains  the  discretion  to  decide whether or not a
particular  placement  is  "substantially"  at  arm's  length or will materially
affect  control,  in  which  case specific shareholder approval may be required.

In  anticipation that the Corporation may wish to enter into one or more private
placements  in  the  next 12 months that will result in it issuing and/or making
issuable 79,017,575 Common Shares taking into account any Common Shares that may
be  issued  upon  exercise  of  any warrants, options or other rights granted in
connection  with  the  private  placements,  that  will exceed the TSX 25% Rule,
management  is  requesting  shareholders to pass, with or without variation, the
resolution  set  forth  in  SCHEDULE "B" attached hereto (the "PRIVATE PLACEMENT
RESOLUTION").

The  directors  of  the Corporation believe the passing of the Private Placement
Resolution  is  in the best interests of the Corporation and recommends that the
shareholders  vote  in favour of the resolution.  In the event the resolution is
not  passed,  the TSX will not approve any private placements that result in the
issuance  or possible issuance of a number of Common Shares which exceed the TSX
25%  Rule  without specific shareholder approval.  Such restriction could impede
the  Corporation's  timely  access  to  required  funds  on  favourable  terms.

In  order  to  approve the Private Placement Resolution, a majority of the votes
cast  at the Meeting must be voted in favour thereof.  THE BOARD HAS UNANIMOUSLY
APPROVED  THE PRIVATE PLACEMENT RESOLUTION AND RECOMMENDS THAT SHAREHOLDERS VOTE
FOR  SUCH RESOLUTION.  PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED IN
FAVOUR OF THE PRIVATE PLACEMENT RESOLUTION, UNLESS THE SHAREHOLDER HAS SPECIFIED
IN  THE  PROXY  THAT  HIS  OR  HER  COMMON  SHARES  ARE  TO BE VOTED AGAINST THE
RESOLUTION.


                                                                         Page 31

                                    APPROVAL

The  contents  and  the  sending  of  this  Circular  have  been approved by the
directors  of  the  Corporation.


                                  OTHER MATTERS

Management  knows  of no amendment, variation or other matter to come before the
Meeting other than the matters referred to in the Notice.  However, if any other
matter  properly  comes before the Meeting, the accompanying proxy will be voted
on  such  matter  with  the  best  judgement of the person or persons voting the
proxy.


                              SHAREHOLDER PROPOSALS

SHAREHOLDER  PROPOSALS  FOR INCLUSION IN PROXY STATEMENT FOR 2005 ANNUAL MEETING
OF  SHAREHOLDERS

To be considered for inclusion in the Corporation's proxy statement for the 2005
annual  meeting  of shareholders, a shareholder proposal must be received by the
Corporation  no  later  than  the  close  of  business  on  February  21,  2005.
Shareholder  proposals  must  be sent to the Secretary of the Corporation at the
following  address:  Apollo  Gold  Corporation,  4601  DTC Boulevard, Suite 750,
Denver,  Colorado 80237-2571. The Corporation will not be required to include in
its  proxy  statement  any  shareholder  proposal  that  does  not  meet all the
requirements  for  such  inclusion  established  by  applicable  law.

OTHER  SHAREHOLDER  PROPOSALS  FOR  PRESENTATION  AT  2005  ANNUAL  MEETING  OF
SHAREHOLDERS

For  any proposal that is not submitted for inclusion in the Corporation's proxy
statement  for the 2005 annual meeting of shareholders, but is instead sought to
be  presented directly at the meeting, the SEC's rules permit management to vote
proxies  in  its  discretion  if:  (1)  the  Corporation  receives notice of the
proposal before the close of business on March 2, 2005, and advises shareholders
in  the  proxy  statement  about  t  he  nature of the matter and how management
intends  to  vote on such matter; or (2) the Corporation does not receive notice
of  the  proposal  prior  to  the close of business on March 2, 2005. Notices of
intention to present proposals at the 2005 annual meeting of shareholders should
be  sent  to  Secretary of the Corporation at the following address: Apollo Gold
Corporation,  4601  DTC  Boulevard,  Suite  750,  Denver,  Colorado  80237-2571.


                             ADDITIONAL INFORMATION

Shareholders may, upon request made to the secretary of the Corporation, receive
the  following  documents  from  the  Corporation  free  of  charge:


(1)  the  Corporation's  Annual  Report  on  Form 10-K for the fiscal year ended
     December  31,  2003  and  any  document  incorporated by reference therein;

(2)  the  Corporation's  audited  consolidated  comparative  annual  financial
     statements  for the fiscal years ended December 31, 2002 and 2003, together
     with  reports  of  auditors  thereon;  and

(3)  the  Corporation's Management Information and Proxy Circular dated April 8,
     2004.

DATED at Denver, Colorado this 8th day of April, 2004.

                              By Order of the Board of Directors

                              (Signed)     R.  DAVID  RUSSELL
                                           President  and
                                           Chief  Executive  Officer


                                                                         Page 32

                                  SCHEDULE "A"
                         CORPORATE GOVERNANCE PROCEDURES

In  this Schedule, the Corporation's governance procedures are compared with the
TSX  Guidelines  for  effective  corporate  governance.

Further,  the  Board  has been reviewing its governance practices in response to
SOX.  The  United  States  Securities  and Exchange Commission ("SEC") is in the
process  of  issuing  rules  and regulations to give effect to the provisions of
SOX.  As  provisions of SOX come into effect, the Board will review and amend as
necessary or applicable its governance practices on an ongoing basis in response
to  these  standards.  Where  indicated  below,  the  Corporation's  existing
governance  procedures  are also compared to certain AMEX Standards which differ
or  are  in  addition  to  the  TSX  Guidelines.



                                                     CORPORATION'S
           TSX GUIDELINES                              ALIGNMENT          CORPORATION'S GOVERNANCE PROCEDURES
---------------------------------------------------  -------------  --------------------------------------------------------
                                                              
1.   The board should explicitly assume                   Yes       The Board, either directly or through Board
     responsibility for stewardship of the                          committees, is responsible for management or
     Corporation and specifically for:                              supervision of management of the business and affairs
                                                                    of the Corporation with the objective of enhancing
                                                                    shareholder value.

     (i)  Adoption of a strategic planning                Yes       The Board approves strategic plans of the
          process                                                   Corporation.  A significant portion of each regular
                                                                    Board meeting is devoted to strategic plans and
                                                                    opportunities available to the Corporation.  Such
                                                                    discussions enable directors to gain a fuller
                                                                    appreciation of planning priorities and provide the
                                                                    opportunity for directors to give constructive
                                                                    feedback to management.

     (ii) Identification of the principal                 Yes       The Board considers risk issues and approves
          risks of the Corporation's business and ensuring          corporate policies addressing the management of the
          implementation of appropriate systems to                  risk including environmental and safety issues.  The
          manage those risks                                        Board also reviews the methods and procedures
                                                                    established by management with respect to the control
                                                                    of key risks.

    (iii) Succession planning, including                  Yes       The Board and the Compensation Committee is
          appointing, training and monitoring senior                mandated to review succession planning for senior
          management                                                management, including monitoring the performance
                                                                    of senior management and assessing the depth of
                                                                    management at the Corporation and its material
                                                                    subsidiaries.

     (iv) Communications policy                           Yes       The Board has approved a Disclosure Policy covering
                                                                    the timely dissemination of all material information.
                                                                    The policy establishes consistent guidelines for
                                                                    determining what information is material, how it is to
                                                                    be disclosed and, to avoid selective disclosure,
                                                                    making all material disclosures on a widely
                                                                    disseminated basis.  An officer has been mandated
                                                                    with the responsibility to monitor events at the
                                                                    Corporation to ensure timely disclosure.  The
                                                                    Corporation seeks to communicate with its
                                                                    shareholders and other stakeholders through a variety
                                                                    of channels, including its annual report,  Form 8-K's
                                                                    quarterly reports, Form 10-K, news releases, web site,
                                                                    briefing sessions and group meetings.


                                      A-1

     (v)  Integrity of internal control and               Yes       The Audit and Finance Committee of the Board
          management information systems                            requires management to implement and maintain
                                                                    appropriate systems of internal control.  The Audit
                                                                    and Finance Committee meets with the Corporation's
                                                                    auditor and management to assess the adequacy and
                                                                    effectiveness of these systems. As required by SOX,
                                                                    the Chief Executive Officer and Chief Financial
                                                                    Officer have provided certificates relating to the
                                                                    contents of the annual statutory reports and have
                                                                    evaluated and reported on the effectiveness of the
                                                                    Corporation's internal controls and procedures.

2.   A majority of directors should be                    Yes       All directors nominated by management for re-
     "unrelated". Under the AMEX standards, there                   election, with the exception of the President and Chief
     is also a requirement for a majority of                        Executive Officer, Mr. Russell, (subject to the
     "independent" directors.  See item 3 below.                    disclosure regarding the relationship between the
                                                                    Corporation and Messrs. Hobart and Vaughan
                                                                    disclosed in the Corporation's Information Circular
                                                                    and Proxy dated April 8, 2004) are unrelated based on
                                                                    the criteria contained in the TSX Guidelines.

3.   The board has responsibility for applying            Yes       Based on information provided by directors as to their
     the definition of "unrelated director" to each                 individual circumstances, the Board has determined
     individual director and for disclosing annually                that only one of the seven persons proposed for
     the analysis of the application of the principles              election to the Board for 2004 is "related". The board
     supporting this definition and whether the board               is developing categorical standards for determining
     has a majority of unrelated directors. Under the               the independence of members of the board and its
     AMEX standards, "independent director"                         committees based on the AMEX "independence"
     means a person other than an officer or                        standards in addition to the "related" standards of the
     employee of the company or any parent or                       TSX.  Based on information provided by directors as
     subsidiary.  In addition, certain relationships are            to their individual circumstances, the Board has
     deemed to render a director as not                             determined that all directors standing for election to
     "independent".  In addition, no director                       the Board for 2004, with the exception of Mr. Russell
     qualifies as "independent" unless the Board                    are "independent" under the AMEX Standards.
     affirmatively determines that the director has no
     material relationship with the listed company
     (either directly or as a partner, shareholder or
     officer of an organization that has a relationship
     with the company).  Disclosure must be made
     of the basis for each determination.

4.   The board should appoint a committee of              Yes       The Nominating Committee is responsible for
     directors composed exclusively of outside, i.e.,               identifying and recommending to the Board suitable
     non-management directors, a majority of whom                   director candidates.  The Nominating Committee is
     are "unrelated" directors, with responsibility for             also responsible for ensuring that each member of the
     proposing new nominees to the board and for                    Board is assessed against appropriate standards.  All
     assessing directors on an ongoing basis.                       members of the Nominating Committee are
                                                                    "unrelated" directors (subject to the disclosure
                                                                    regarding the relationship between the Corporation
                                                                    and Messrs. Hobart and Vaughan disclosed in the
                                                                    Corporation's Management Information and Proxy
                                                                    Circular dated April 8, 2004).


                                      A-2

5.   The board should implement a process, to             Yes       The Compensation Committee conducts an annual
     be carried out by an appropriate committee, for                evaluation of the effectiveness of the Board, its
     assessing the effectiveness of the board, its                  committees and the contribution of individual
     committees and the contribution of individual                  directors.  The Compensation Committee reviews the
     directors.                                                     operation of the Board and committees, adequacy of
                                                                    information provided to directors, Board structure,
                                                                    agenda planning for Board meetings, and the
                                                                    effectiveness of the Chairman in managing Board
                                                                    meetings.

6.   The board should provide an orientation and          Yes       New directors are provided with details of the
     education program for new directors.                           Corporation's organizational structure, the structure of
                                                                    the Board and its committees, compliance
                                                                    requirements for directors, corporate policies and by-
                                                                    laws.  They also meet with a number of directors and
                                                                    senior management personnel of the Corporation and
                                                                    its material subsidiaries to learn of the functions and
                                                                    activities of the Corporation.  On an ongoing basis,
                                                                    presentations are made to the Board on various
                                                                    aspects of the Corporation's operations.

7.   The board should examine its size with the           Yes       The Board has considered the matter of Board size
     view to determining the impact upon                            and is of the view that the current Board membership
     effectiveness and should undertake, where                      has the necessary breadth and diversity of experience
     appropriate, a program to reduce the number of                 and is of an adequate size to provide for effective
     directors to a number which facilitates more                   decision-making and staffing of Board committees.
     effective decision-making.

8.   The board of directors should review the             Yes       The Compensation Committee of the Board annually
     adequacy and form of compensation of                           reviews the compensation paid to directors to ensure
     directors in light of the risks and                            that it is competitive and aligns the interests of
     responsibilities involved in being an effective                directors with those of shareholders.  The
     director.                                                      Compensation Committee recommendations are
                                                                    submitted to the Board for consideration and
                                                                    approval.

9.   Committees of the board should generally             Yes       All Board committees are composed solely of outside
     be composed of outside directors, a majority of                directors who are "unrelated" (subject to the
     whom are unrelated. AMEX requires that,                        disclosure regarding the relationship between the
     barring exceptional circumstances, the audit,                  Corporation and Messrs. Hobart and Vaughan
     compensation and nominating committees be                      disclosed in the Corporation's Management
     composed solely of "independent" directors.                    Information and Proxy Circular dated April 8, 2004),
                                                                    except for the Technical Committee of which Mr.
                                                                    Russell is a member.

10.  The board should assume responsibility               Yes       The Board has mandated the Audit and Finance
     for, or assign to a committee of directors                     Committee monitor governance practices and review
     responsibility for developing the approach to                  the Corporation's governance practices to ensure the
     corporate governance issues.                                   Corporation continues to exemplify high standards of
                                                                    corporate governance.  The Board reviews its
                                                                    corporate governance practices regularly.

11.  The board of directors, together with the            Yes       The Board has given a mandate to the Compensation
     chief executive officer, should develop position               Committee to develop position descriptions for senior
     descriptions for the board and for the chief                   management. Guidelines have been developed and
     executive officer, involving the definition of the             approved by the Board which set out those matters
     limits to management's responsibilities.                       requiring Board approval.


                                      A-3

12.  The board should have in place                       Yes       The Board has appointed a chair, Mr. Thompson, who
     appropriate structures and procedures to ensure                is not a member of management.
     that it can function independently of
     management.  An appropriate structure would
     be (i)  appoint a chair of the board who is not a
     member of management with responsibility to
     ensure that the board discharges its
     responsibilities or (ii) adopt alternate means
     such as assigning this responsibility to a
     committee of the board or to a director,
     sometimes referred to as the "lead director".

     Appropriate procedures may involve                   Yes       The Board has adopted a policy that it meet as
     the board meeting on a regular basis without                   necessary in an in-camera session at which only non-
     management present or may involve expressly                    management directors are present.  It is the Board's
     assigning responsibility for administering the                 policy to also meet in-camera at the regular Board
     board's relationship to management to a                        meeting during which the report of the Compensation
     committee of the board.                                        Committee is considered.  During their meetings, the
                                                                    Audit and Finance Committee and the Compensation
                                                                    Committee also hold sessions with only non-
                                                                    management directors present.

13.  The Finance and Audit Committee should               Yes       The Audit and Finance Committee is composed
     be composed only of outside directors. AMEX                    entirely of outside directors and independent
     requires a different standard for members of the               directors.
     audit committee, disallowing any compensation
     to such members other than directors' fees
     received from the company.

     All of the members of the Finance                    Yes       All members of the Audit and Finance Committee are
     and Audit Committee should be financially                      financially literate and at least one member has
     literate and at least one member should have                   accounting or related financial expertise. In
     accounting or related financial expertise. The                 considering criteria for determinations of financial
     board should determine the definition of and                   literacy, the Board looks at the ability to read and
     criteria for "financial literacy" and "account or              understand a balance sheet, an income statement and a
     related financial expertise".                                  cash flow statement of a mining company.

     SEC rules recently published in response to SOX,               The Board has determined that each Audit and Finance
     require each issuer to disclose the number                     Committee member is independent and that Mr. Watts
     and names of "financial experts" serving on                    serves as the Audit and Finance Committee's
     the issuer's Finance and Audit Committee and                   "financial expert".
     confirm that they are independent of management.

     The roles and responsibilities of the                Yes       The roles and responsibilities of the Audit and
     Finance and Audit Committee should be                          Finance Committee are set out in the Committee's
     specifically defined so as to provide appropriate              charter and are detailed in the Audit and Finance
     guidance to Finance and Audit Committee                        Committee Report presented in the Circular.
     members as to their duties.

14.  The Finance and Audit Committee should               Yes       The Audit and Finance Committee meets separately
     have direct communication channels with the                    with the auditor, the Corporation's actuary and
     internal and the external auditors to discuss and              management to discuss the state of internal controls.
     review specific issues as appropriate.


                                      A-4

     The Finance and Audit Committee                      Yes       As outlined in its mandate, the Audit and Finance
     duties should include oversight responsibility                 Committee requires management to implement and
     for management reporting on internal control.                  maintain appropriate internal controls.
     While it is management's responsibility to
     design and implement an effective system of
     internal control, it is the responsibility of the
     Finance and Audit Committee to ensure that
     management has done so.

15.  The board should implement a system to               Yes       Individual directors may, with the concurrence of the
     enable an individual director to engage an                     Audit and Finance Committee engage outside
     outside advisor at the Corporation's expense in                advisors at the expense of the Corporation.
     appropriate circumstances.  The engagement of
     the outside advisor should be subject to the
     approval of an appropriate committee of the
     board.



                                      A-5

                                  SCHEDULE "B"
                 RESOLUTION APPROVING IN ADVANCE THE ISSUANCE OF
                       COMMON SHARES BY PRIVATE PLACEMENT

BE  IT  RESOLVED  THAT:

(1)  the  issuance  by  the Corporation of one or more private placements during
     the  12-month  period  commencing  on  May  20,  2004,  of  such  number of
     securities  that would result in the Corporation issuing or making issuable
     79,017,575  Common  Shares  in  the capital of the Corporation, all as more
     particularly  described in and subject to the restrictions contained in the
     Management  Information  and  Proxy Circular dated April 8, 2004, is hereby
     approved;  and

(2)  any one officer or one director of the Corporation is hereby authorized and
     directed  to  do  and  perform  all  things,  including,  the  execution of
     documents  which  may  be  necessary  or  desirable  to  give effect to the
     foregoing  resolution.


                                       B-1

                                  SCHEDULE "C"
                             AUDIT COMMITTEE CHARTER


                             APOLLO GOLD CORPORATION

                     THE AUDIT AND FINANCE COMMITTEE CHARTER

                    (as amended and restated March 24, 2004)

OVERALL PURPOSE / OBJECTIVES

There  shall  be  a  Committee of the Board of Directors (the "Board") of Apollo
Gold  Corporation  (the  "Corporation"),  to  be  known as the Audit and Finance
Committee  (the  "Committee")  whose  membership, authority and responsibilities
shall  be  as set out in this amended and restated audit Committee charter.  The
committee  will  provide  independent  review and oversight of the Corporation's
financial  reporting  process,  the system of internal control and management of
financial  risks,  and the audit process, including the selection, oversight and
compensation  of  the  Corporation's external auditors.  The Committee will also
assist  the  Board  in  fulfilling  its  responsibilities  in  reviewing  the
Corporation's  process  for  monitoring compliance with laws and regulations and
its  own code of business conduct.  In performing its duties, the Committee will
maintain  effective  working  relationships  with  the  Board  of  directors,
management,  and  the  external  auditors  and monitor the independence of those
auditors.  The  Committee  will  also  be  responsible  for  reviewing  the
Corporation's  financial  strategies,  its  financing  plans  and its use of the
equity  and  debt  markets.

To  perform  his  or  her role effectively, each Committee member will obtain an
understanding  of  the  responsibilities  of Committee membership as well as the
Corporation's  business,  operations  and  risks.

AUTHORITY

The Board authorizes the Committee, within the scope of its responsibilities, to
seek any information it requires from any employee and from external parties, to
retain outside legal or professional counsel and other experts and to ensure the
attendance  of  the  Corporation's  officers  at  meetings  as  appropriate.

MEMBERSHIP

     1.   The Committee shall have at least three (3) members at all times, each
of  whom  must  be  a member of the Board and must be independent as required by
applicable  law  and  applicable  stock  exchange  listing  rules  (the "Listing
Rules").  A  member  of  the  Committee  shall  be  considered  independent  if:

          (a)  he  or  she, other than in his or her capacity as a member of the
     Committee,  Board  or  any  other  committee of the Board, does not accept,
     directly  or indirectly, any consulting, advisory or other compensatory fee
     from  the Corporation. The indirect acceptance of a consulting, advisory or
     other  compensatory  fee  shall  include acceptance of the fee by a spouse,
     minor  child  or  stepchild,  or child or stepchild sharing a home with the
     Committee member, or by an entity in which such member is a partner, member
     or  principal or occupies a similar position and which provides accounting,
     consulting, legal, investment banking, financial or other advisory services
     or  any  similar  services  to  the  Corporation;

          (b)  is  not currently employed, and has not been employed in the past
     three  years,  by  the  Corporation  or  any  of  its  affiliates;

          (c)  is  not  an  "affiliated person" of the Corporation or any of its
     subsidiaries  as defined by rules of the Securities and Exchange Commission
     (the  "SEC"), including rules promulgated under the Securities Exchange Act
     of  1934,  as  amended  (the "Exchange Act"), and applicable stock exchange
     listing  rules  (the  "Listing  Rules");  and



          (d)  he  or  she meets all other requirements for independence imposed
     by law and the Listing Rules from time to time and any requirements imposed
     by  any  Canadian  body  having  jurisdiction  over  the  Corporation.

     2.   All  members  of  the  Committee  shall  have a practical knowledge of
finance  and accounting and be able to read and understand fundamental financial
statements  from the time of their respective appointments to the Committee.  In
addition,  members  may  be  required  to participate in continuing education if
required  by  applicable  law  or  the  Listing  Rules.

     3.   At  least one member of the Committee shall be a "financial expert" as
defined  by  Item  401(h)  of Regulation S-K, unless otherwise determined by the
Board, and at least one member shall meet the financial sophistication standards
under  the  Listing  Rules.

     4.   Each member of the Committee shall be appointed by the Board and shall
serve  until  the  earlier  to  occur  of  the  date on which he or she shall be
replaced  by  the  Board, resigns from the Committee, or resigns from the Board.

MEETINGS

     1.   The  Committee  shall meet as frequently as required, but no less than
four  times annually and at least quarterly.  The Board shall name a chairperson
of  the Committee, who shall prepare and/or approve an agenda in advance of each
meeting and shall preside over meetings of the Committee.  In the absence of the
chairperson,  the  Committee  shall  select  a  chairperson for that meeting.  A
majority  of  the members of the Committee shall constitute a quorum and the act
of  a  majority  of  the  members present at a meeting where a quorum is present
shall  be  the  act  of  the Committee.  The Committee may also act by unanimous
written  consent  of its members.  The Committee shall maintain minutes or other
records  of  meetings  and  activities  of  the  Committee.

     2.   The  Committee shall, through its chairperson, report regularly to the
Board  following  the  meetings of the Committee, addressing such matters as the
quality  of the Corporation's financial statements, the Corporation's compliance
with  legal  or regulatory requirements, the performance and independence of the
outside  auditors,  the  performance  of  any  internal audit function and other
matters  related  to  the  Committee's  functions  and  responsibilities.

     3.   The Committee shall at least annually meet separately with each of the
Corporation's  management,  the  Corporation's  chief  financial officer and the
Corporation's  outside  auditors  in  separate executive sessions to discuss any
matters  that the Committee or each of these groups believes should be discussed
privately.

ROLES  AND  RESPONSIBILITIES

     1.   The  Committee's  principal  responsibility  is one of oversight.  The
Corporation's  management  is  responsible  for  preparing  the  Corporation's
financial statements, and the Corporation's outside auditors are responsible for
auditing  and/or  reviewing  those  financial statements.  In carrying out these
oversight responsibilities, the Committee is not providing any expert or special
assurance  as  to  the  Corporation's  financial  statements or any professional
certification  as  to  the  outside  auditors'  work.

     2.   The  designation  or identification of a member of the Committee as an
"audit  committee  financial  expert" does not impose on such person any duties,
obligations,  or  liability  that  are greater than the duties, obligations, and
liability  imposed  on  such  person  as  a member of the Committee and Board of
Directors  in  the  absence  of such designation or identification; and (ii) the
designation  or  identification  of  a  member  of  the  Committee  as an "audit
committee  financial  expert"  does  not  affect  the  duties,  obligations,  or
liability  of  any  other  member  of  the  Committee  or  Board  of  Directors.

     3.   The  Committee's specific responsibilities and powers are as set forth
below.



GENERAL  DUTIES  AND  RESPONSIBILITIES
--------------------------------------

-    Periodically review with management and the outside auditors the applicable
     law  and  the  Listing  Rules  relating  to the qualifications, activities,
     responsibilities  and  duties of audit committees and compliance therewith,
     and  also  take,  or  recommend  that the Board take, appropriate action to
     comply  with  such  law  and  rules.

-    Review  and  evaluate,  at least annually, the adequacy of this charter and
     make  recommendations  for  changes  to  the  Board.

-    Establish  procedures  for:  (a)  the  receipt,  retention and treatment of
     complaints  received  by  the  Corporation  regarding  accounting, internal
     accounting  controls  or  auditing  matters;  and  (b)  the  confidential,
     anonymous  submission by employees of the Corporation of concerns regarding
     questionable  accounting  or  auditing  matters.

-    Retain,  at  the Corporation's expense, independent counsel, accountants or
     others  for  such  purposes  as  the  Committee,  in  its  sole discretion,
     determines  to  be  appropriate  to  carry  out  its  responsibilities.

-    Prepare  annual  reports  of  the  Committee  for  inclusion  in  the proxy
     statements  for  the  Corporation's  annual  meetings.

-    Investigate  any  matter  brought  to  its  attention related to financial,
     accounting  and  audit  matters and have full access to all books, records,
     facilities  and  personnel  of  the  Corporation.

-    Undertake  such  additional  responsibilities  as  from time to time may be
     delegated  to  it  by  the Board, required by the Corporation's articles or
     bylaws  or  required  by  law  or  Listing  Rules.

AUDITOR  INDEPENDENCE
---------------------

-    Be  directly  responsible  for  the  appointment,  compensation, retention,
     termination, and oversight, subject to the requirements of Canadian law, of
     the  work of any outside auditor engaged by the Corporation for the purpose
     of  preparing  or issuing an audit report or performing other audit, review
     or  attest  services.  The  outside  auditors  shall report directly to the
     Committee.

-    Be  vested  with  all responsibilities and authority required by Rule 10A-3
     under  the  Exchange  Act.

-    Pre-approve  all  engagement  letters  and  fees  for all auditing services
     (including  providing  comfort  letters  in  connection  with  securities
     underwritings)  and  non-audit  services performed by the outside auditors,
     subject  to  any  exception  under  Section 10A of the Exchange Act and any
     rules  promulgated thereunder. Pre-approval authority may be delegated to a
     Committee  member  or  a  subcommittee, and any such member or subcommittee
     shall  report  any  decisions  to  the full Committee at its next scheduled
     meeting.  The Committee shall not approve an engagement of outside auditors
     to  render  non-audit  services  that  are prohibited by law or the Listing
     Rules.

-    Obtain  from  the  outside  auditors assurance that they have complied with
     Section  10A,  as  amended,  of  the Exchange Act and the rules promulgated
     thereunder.

-    Review with the outside auditors, at least annually, the auditors' internal
     quality  control  procedures  and  any  material  issues raised by the most
     recent  internal  quality  peer  review  of  the  outside  auditors.



INTERNAL  CONTROL
-----------------

-    Review annually the adequacy and quality of the Corporation's financial and
     accounting  staffing, the need for and scope of internal audit reviews, and
     the  plan, budget and the designations of responsibilities for any internal
     audit.

-    Review  the  performance  and  material findings of internal audit reviews.

-    Review annually with the outside auditors any significant matters regarding
     the Corporation's internal controls and procedures over financial reporting
     that have come to their attention during the conduct of their annual audit,
     and  review  whether  internal control recommendations made by the auditors
     have  been  implemented  by  management.

-    Review major risk exposures (whether financial, operating or otherwise) and
     the  guidelines and policies that management has put in place to govern the
     process  of  monitoring,  controlling  and  reporting  such  exposures.

-    Review  and  evaluate  at  least  annually  the  Corporation's policies and
     procedures  for  maintaining  and  investing  cash  funds  and  for hedging
     (metals,  foreign  currency,  etc.)

-    Review  annually management's report on internal controls and the auditor's
     attestation  regarding  management's  assessment of internal controls, when
     and  as  required  by  Section  404  of  the  Sarbanes-Oxley  Act.

-    Evaluate  whether  management is setting the appropriate tone at the top by
     communicating  the  importance  of  internal controls and ensuring that all
     supervisory  and  accounting  employees  understand  their  roles  and
     responsibilities  with  respect  to  internal  controls.

ANNUAL  AND  INTERIM  FINANCIAL  STATEMENTS
-------------------------------------------

-    Review,  evaluate  and discuss with the outside auditors and management the
     Corporation's  audited  annual  financial  statements and other information
     that  is  to  be  included in the Corporation's annual report on Form 10-K,
     including  the  disclosures  under "Management's Discussion and Analysis of
     Financial  Condition  and  Results  of  Operations", and the results of the
     outside  auditors'  audit  of the Corporation's annual financial statement,
     including the accompanying footnotes and the outside auditors' opinion, and
     determine  whether  to recommend to the Board that the financial statements
     be included in the Corporation's annual report on Form 10-K for filing with
     the  SEC.

-    Review,  evaluate  and  discuss  the  nature  and extent of any significant
     changes  in  Canadian  and U.S. accounting principles or the application of
     accounting  principles.

-    Require  the outside auditors to review the Corporation's interim financial
     statements, and review and discuss with the outside auditors and management
     the  Corporation's interim financial statements and other information to be
     included in the Corporation's quarterly reports on Form 10-Q, including the
     disclosures  under  "Management's  Discussion  and  Analysis  of  Financial
     Condition and Results of Operations", prior to filing such reports with the
     SEC.

-    Review  and  discuss with the Corporation's management and outside auditors
     significant  accounting  and reporting principles, practices and procedures
     applied  in preparing the financial statements and any major changes to the
     Corporation's  accounting or reporting principles, practices or procedures,
     including  those  required  or  proposed  by  professional  or  regulatory



     pronouncements  and  actions,  as  brought  to  its attention by management
     and/or  the  outside  auditors.

-    Review  and  discuss  all  critical  accounting  policies identified to the
     Committee  by  management  and  the  outside  auditors.

-    Review  significant  accounting  and  reporting  issues,  including  recent
     regulatory  announcements  and  rule  changes  and  Canadian  and U.S. GAAP
     matters  identified  to  the  Committee by management and the Corporation's
     outside  auditors, and understand their impact on the financial statements.

-    Discuss  alternative  treatments  of  financial information under generally
     accepted accounting principles, the ramifications of each treatment and the
     method  preferred  by  the  Corporation's  outside  auditors.

-    Review  the  results  of any material difficulties, differences or disputes
     with  management  encountered  by the outside auditors during the course of
     the  audit  or  reviews and be responsible for overseeing the resolution of
     such  difficulties,  differences  and  disputes.

-    Review  the  matters  required  to  be  discussed  by Statement on Auditing
     Standards  No.  61,  as  amended  (Communications  with  Audit Committees),
     relating  to  the  conduct  of  the  audit.

-    Receive  from  the  outside  auditors,  review and discuss a formal written
     statement  delineating  all  relationships between the outside auditors and
     the Corporation, consistent with the Independence Standards Board, Standard
     No.  1,  regarding  relationships  and  services,  which  may  impact  the
     objectivity  and independence of the outside auditors, and other applicable
     standards.  The  statement  shall  include  a  description  of all services
     provided  by the outside auditors and the related fees. The Committee shall
     actively  discuss  any  disclosed relationships or services that may impact
     the  objectivity  and  independence  of  the  outside  auditors.

-    Review  the  scope,  plan and procedures to be used on the annual audit and
     receive  confirmation  from  the  outside auditors that no limitations have
     been  placed  on  the  scope  or  nature  of  their  audit  scope,  plan or
     procedures.

RELATED  PARTY  TRANSACTIONS
----------------------------

-    Review  any  transaction  involving  the Corporation and a related party at
     least  once  a  year  or  upon any significant change in the transaction or
     relationship.  For  these  purposes, a "related party transaction" includes
     any transaction required to be disclosed pursuant to Item 404 of Regulation
     S-K.

EARNINGS PRESS RELEASES
-------------------------

-    Review  and  discuss  with  management  and  the  outside auditors prior to
     release  all  earnings  press  releases  of  the  Corporation,  as  well as
     financial  information  and  earnings  guidance,  if  any,  provided by the
     Corporation  to  analysts  and  rating  agencies.

COMPLIANCE WITH LAW AND REGULATIONS
-----------------------------------

-    Meet  at  least annually with management to review compliance with laws and
     regulations  (including  insider reporting) in all operating jurisdictions,
     the  effectiveness  of  the Corporation's systems for monitoring compliance
     with  laws  and  regulations  and  the  results  of  the  investigation and
     follow-up  (including  disciplinary  action)  on  any  fraudulent  acts  or
     accounting  regularities.



-    Periodically  obtain  updates from management regarding compliance matters.

COMPLIANCE WITH CORPORATE BUSINESS CONDUCT OR ETHICS POLICIES
-------------------------------------------------------------

-    Review  with  management,  the  outside  auditors and legal counsel, as the
     Committee  deems  appropriate,  actions taken to ensure compliance with any
     code  of  ethics  or  conduct for the Corporation established by the Board.

-    Review  at least annually the Corporation's Business Conduct Policy and any
     other  code  of  ethics  adopted  to  comply  with  Section  406  of  the
     Sarbanes-Oxley  Act.

-    Evaluate  whether  management is setting the appropriate tone at the top by
     communicating the importance of the Corporation's ethics and conduct codes.