Deferral Consent Agreement between Apollo Gold Corporation and Financiers (RMB Australia Holdings, Macquarie Bank) – December 2009

Summary

Apollo Gold Corporation, RMB Australia Holdings Limited, Macquarie Bank Limited, and RMB Resources Inc. have agreed to defer certain loan repayments and the requirement to fund a debt service reserve account. The deferral covers repayments due on September 30 and December 31, 2009, and lasts until either the completion of a technical review of the mining project or February 28, 2010, whichever comes first. The agreement does not waive any other rights of the financiers under the original loan documents.

EX-10.1 2 v170399_ex10-1.htm

EXHIBIT 10.1

30 December 2009

Apollo Gold Corporation

5655 S. Yosemite Street, Suite 200

Greenwood Village

Colorado 80111-3220

UNITED STATES OF AMERICA

Attention: R. David Russell

Dear Sirs

Deferral of Scheduled Repayments due 30 Sept 2009, 31 Dec 2009 and funding of the Debt Service Reserve Account – Consent

We refer to our Deferral Consent dated 28 September 2009, recent discussions with APG management and continued Technical Review of the Project. Unless otherwise defined in this letter, capitalized terms used but not defined herein shall have the meanings assigned to them in the Project Facility Agreement dated 20 February 2009 between Apollo Gold Corporation (“APG”), RMB Australia Holdings Limited, Macquarie Bank Limited (“Financiers”) and RMB Resources Inc. (“Agent”), as amended, modified or restated (“Project Facility Agreement”).

The Financiers and APG agree to:

(i)

Complete the Technical Review of the Project to the Financiers satisfaction including: a) finalization of the new resource model; b) determination of appropriate cut-off grades for the open pit and underground resources; c) optimization of Phase 1 open pit and underground mine planning; and d) a new life-of-mine-plan and cash flow model; and

(ii)

Defer the 30 September 2009 and 31 December 2009 Repayment Date and the requirement to fund the Debt Service Reserve Account until the earlier of (i) the completion of the Technical Review and (ii) 28 February 2010.

This letter is a Transaction Document for the purpose of the Project Facility Agreement. The terms of the consent can be accepted on or before 5pm (Sydney time) 31 December 2009 by APG returning a signed copy of this letter to the Agent. Except as expressly set out in this letter, nothing in this letter constitutes a waiver of the Financiers’ rights under the terms of the Transaction Documents and the Financier’s otherwise reserve all of their rights under the Transaction Documents.

Yours faithfully

RMB Resources Inc.

Signed for

RMB Resources Inc.

by its authorized officer

sign here	/s/ Richard A. Winters
	Authorized Officer

Print name	Richard A. Winters

Print Title	President

Consent and instruction by the Financiers

Each of the Financiers, Being RMB Australia Holdings Limited and Macquarie Bank Limited, gives its consent to, and instructs, RMB Resources Inc. (as Agent) to execute this letter.

Signed by

RMB Australia Holdings Limited

by:

sign here	/s/ M L Schonfeld
	Authorized Officer

Print name	M L Schonfeld

Print Title	Director

Signed for

Macquarie Bank Limited

By its Attorneys

sign here	/s/ Katie Choi	sign here	/s/ Julia Mathison

print name	Katie Choi	print name	Julia Mathison

	In the presence of	In the presence of

sign here	/s/ James K.C. Leung	sign here	/s/ Nshaat Murgaie

print name	James K.C. Leung	print name	Nshaat Murgaie

Acceptance by the Borrower

The Borrower accepts the Agent’s consent for a deferral of the 30 September 2009 and 31 December 2009 Scheduled Repayments and funding of the Debt Service Reserve Account on the terms and conditions specified in this letter and acknowledges that each of the Agent and Financiers has executed this letter in reliance on the Borrower agreeing the above.

Signed for

Apollo Gold Corporation

By its Authorized Signatory:

sign here

Print name

Print title