December 29, 2005
Mr. Melvyn Williams
Chief Financial Officer
Apollo Gold Corporation
5655 South Yosemite St., Suite 200
Greenwood Village, Colorado 80111-3220
Re: Apollo Gold Corporation
Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 16, 2005
Forms 10-Q for Fiscal Quarters Ended March 31, 2005, June 30, 2005
and September 30, 2005
Filed May 11, 2005, August 9, 2005 and November 9, 2005
File No. 1-31593
Dear Mr. Williams:
We have reviewed your filing and have the following comment.
We have limited our review of your filing to the issue we have
addressed in our comment. Please provide a written response to
our
comment. Please be as detailed as necessary in your explanation.
In
our comment, we may ask you to provide us with information so we
may
better understand your disclosure. After reviewing this
information,
we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2004
2005 Operating Outlook, page 14
1. We note that you have disclosed mineral reserves according to
Canadian rules at the bottom of page 14. As noted in comment 32
in
our previous letter, dated March 16, 2003, you are allowed to
disclose reserves estimated using Canadian methodologies required
under National Instrument 43-101. However, we also noted that you
will still be required to disclose your reserve estimates
according
to Industry Guide 7. Provide a comparative table and
reconciliation
narrative explaining any differences between the estimates using
Commission definitions and the N.I. 43-101 definitions. Please
note
that reserves compliant with Industry Guide 7 should use
historical
three-year average-prices as a basis for the estimates, and for
undeveloped mines a final or bankable feasibility study should be
completed before reserves are designated.
Closing Comments
Please respond to this comment within 10 business days or
tell
us when you will provide us with a response. Please furnish a
letter
that keys your response to our comment and provides any requested
information. Detailed letters greatly facilitate our review.
Please
understand that we may have additional comments after reviewing
your
response to our comment.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Roger Baer, Mining Engineer, at (202) 551-
3705
with questions about engineering comments. Please contact me at
(202) 551-3740 with any other questions.
Sincerely,
H. Roger Schwall
Assistant Director
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Mr. Melvyn Williams
Apollo Gold Corporation
December 29, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010