Apollo Gold Completes US$10.5 Million Special Notes and Special Warrants Offering.

DENVER -- Apollo Gold Corporation ("Apollo" or the "Company") (TSX: APG) (AMEX: AGT) is pleased to announce the closing of the offering (the "Offering") of an aggregate principal amount of US$8.76 million special notes (the "Special Notes") and US$1.74 million special warrants (the "Special Warrants") at a price of US$0.75 per Special Warrant, for US$10.5 million aggregate gross proceeds. Regent Mercantile Bancorp Inc. ("Regent") acted as agent for the Offering.

Special Notes

Each US$1,000 principal amount of the Special Notes is convertible, with no additional consideration, into US$1,000 principal amount of 12% Series 2004-B secured convertible debentures of Apollo (the "Series B Debentures") and 600 common share purchase warrants (the "Special Note Warrants"). The Series B Debentures will have a term of three years, and will bear interest at 12% per annum, calculated monthly and payable quarterly in arrears. The Series B Debentures are convertible into common shares (the "Debenture Common Shares") of Apollo at US$0.75 per share during their term. The Series B Debentures may be repaid in whole or in part by Apollo at any time after one year from closing, provided that Apollo pays certain premium interest on the Series B Debentures being repaid. Each Special Note Warrant will entitle the holder to purchase one common share (the "Note Warrant Shares") of Apollo for a three-year period from the date of issue at US$0.80 per share.

Special Warrants

Each Special Warrant is convertible, with no additional consideration, into one common share (a "Unit Share") of Apollo and 0.6 common share purchase warrant with each whole warrant entitling the holder to purchase one common share (a "Unit Warrant Share") of Apollo for a three year period from the date of issue at US$0.80 per share.

For acting as agent in connection with the Offering, Regent received a commission of 6.5% of the gross proceeds raised in the Offering. Regent also received a compensation option convertible without additional consideration, into 1,400,166 compensation warrants (the "Compensation Warrants"). Each Compensation Warrant will entitle the holder to purchase one common share (the "Compensation Shares") of Apollo at US$0.80 per share for a two-year period from the date of issue. In the event the weighted average trading price of Apollo's common shares on the Toronto Stock Exchange is more than US$2.00 for 20 consecutive trading days, Apollo has the right to cause the exercise of the Compensation Warrants for common shares.

Apollo has agreed to file a prospectus (the "Prospectus") with the Ontario Securities Commission to qualify the distribution of the securities underlying the Special Notes, the Special Warrants and the Compensation Option. In addition, Apollo has agreed to file a Form S-3 registration statement with the United States Securities and Exchange Commission for the resale of the Debenture Common Shares, the Note Warrant Shares, the Unit Shares, the Unit Warrant Shares and the Compensation Shares.

If Apollo fails to (a) obtain a receipt for the Prospectus by December 20, 2004, (b) cause the Registration Statement to be filed with the SEC by December 6, 2004, or (c) cause the Registration Statement to be declared effective by April 5, 2005 (unless Apollo has already failed to obtain a receipt for the Prospectus by December 20, 2004), then (i) each US$1,000 principal amount of the Special Notes will be convertible into US$1,100 principal amount of Series B Debentures and 660 Special Note Warrants; (ii) each Special Warrant will be convertible into 1.1 Unit Share and 0.66 Unit Warrant; and (iii) the Compensation Option will be convertible into 1,540,183 Compensation Warrants.

Apollo has granted the Agent an option to place up to an additional US$6.5 million of Special Notes and Special Warrants on the same terms, until December 8, 2004, unless the Prospectus is filed earlier, in which case the Agent's Option expires one business day prior to such filing date of the Prospectus.

This press release is not an offer of securities for sale in the United States. The securities described herein may not be offered or sold in the United States absent registration or an exemption from registration, and any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and management as well as financial statements. This release shall not constitute an offer to sell or solicitation of an offer, solicitation or sale would be unlawful.

Apollo Gold is a gold mining company with operating mines in Nevada and Montana, the Black Fox advanced stage development project in Ontario, Canada, and the Huizopa Project an early stage exploration project in the Sierra Madre Gold Belt in Chihuahua, Mexico.

Forward-Looking Statements

This press release includes certain "Forward-Looking Statements" within the meaning of section 21E of the United States Securities Exchange Act of 1934, as amended. All statements regarding the Agent's option are forward-looking statements that involve various risks and uncertainties. There can be no assurance that the option will be exercised. Important factors that could cause actual results to differ materially from these forward-looking statements include: the results of a due diligence investigation by potential purchasers, a material adverse change in the Company's condition, and other factors disclosed under the heading "Risk Factors" and elsewhere in Apollo documents filed from time to time with the Toronto Stock Exchange, The American Stock Exchange, The United States Securities and Exchange Commission and other regulatory authorities.