UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer

The class of equity securities to which this Statement on Schedule 13D relates is the common stock (“Common Stock”), of Apollo Gold Corp. (the “Issuer”), a Colorado corporation having its principal executive offices at 5655 South Yosemite Street, Suite 200, Greenwood Village, Colorado 80111-3220.

Item 2.

Identity and Background

This statement on Schedule 13D is being filed by Macquarie Bank Limited (“MBL”), an Australian corporation.  MBL’s principal business is in financial services.  MBL has its principal offices at 1 Martin Place, Sydney, NSW 2000, Australia.

During the last five years, MBL has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

On July 23, 2008, MBL acquired, for US$0.50 per unit (Cdn$ 0.50 as of July 23, 2008), 4,000,000 units from the Issuer, each unit comprising of 1 common share and half of one warrant each convertible into an equivalent common share.  This resulted in MBL holding 4,000,000 common shares of Apollo, and an additional 2,000,000 warrants exercisable to purchase 2,000,000 common shares at US$0.65 (Cdn$0.65 as of July 23, 2008) per share. 

On December 10, 2008, the Issuer entered into a US$15,000,000 bridge loan facility agreement with MBL and another lender.  As part of this agreement, MBL made available 50% of the aggregate loan and received 21,307,127 warrants, each warrant entitling MBL to purchase one common share at a price of US$0.177 (Cdn$0.221 as of Dec. 10, 2008) per common share and exercisable for a four year period ending on December 10, 2012.

Under the Bridge Facility, the Issuer will have the right to elect not to pay accrued and unpaid interest, in which case a lender may elect to convert its pro rata share of such amount of interest into common shares of Apollo at a conversion rate based on the then prevailing market price of the common shares or, if a lender does not elect to so convert such amount of interest into common shares, the amount of interest will be capitalized and bear interest thereafter.

The above transactions brings MBL’s beneficial share ownership figure to 27,307,127. 

Item 4.

Purpose of Transaction

MBL acquired beneficial ownership of the Common Stock from the Issuer as part of the consideration for the bridge facility as discussed under Item 3 above.  MBL intends to hold the warrants and Common Stock issuable upon exercise thereof solely for investment purposes.  

Other than as set forth herein, in the bridge facility agreement or in the terms of the warrants themselves, MBL currently has no plans or proposals that relate to or would result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of this Schedule 13D filing.  However, MBL reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (a) its business and liquidity objectives, (b) the Issuer’s financial condition, business, operations, competitive position, prospects and/or share price, (c) industry, economic and/or securities markets conditions, (d) alternative investment opportunities, and (e) other relevant factors.  Without limiting the generality of the preceding sentence, MBL reserves the right (in each case, subject to any applicable restrictions under law or contract) to at any time or from time to time (i) purchase or otherwise acquire additional securities of the Issuer, or instruments convertible into or exercisable for any such securities (collectively, “Issuer Securities”), in the open market, in privately negotiated transactions, by takeover bid or otherwise, (ii) sell, transfer or otherwise dispose of Issuer Securities in public or private transactions, (iii) cause Issuer Securities to be distributed in kind to its investors, (iv) encourage (including, without limitation, through communications with directors, management, and existing or prospective security holders, investors or lenders of the Issuer, existing or potential strategic partners, industry analysts and other investment and financing professionals) the Issuer to consider or explore (A) sales or acquisitions of assets or businesses or other extraordinary corporate transactions, such as a takeover bid or scheme of arrangement (including transactions in which MBL and/or its affiliates may be proposed as acquirors), or (B) other changes to the Issuer’s business or structure.

Item 5.

Interest in Securities of the Issuer

(a)       27,307,127 shares of Common Stock of the Issuer are owned beneficially by MBL, constituting 11.2% of such shares outstanding.

(b)       Number of shares as to which MBL has:

(i)        sole power to vote or to direct the vote – 27,307,127

(ii)       shared power to vote or to direct the vote – 0

(iii)      sole power to dispose of or to direct the disposition of – 27,307,127

(iv)      shared power to dispose of or to direct the disposition of – 0

(c)       Except as disclosed above, MBL has not effected any transaction in the Common Stock during the past 60 days.

(d)       Not applicable.

(e)       Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as set forth in Item 4 above, MBL does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer.

Item 7.

Material to be Filed as Exhibits

None.

Macquarie Bank Limited

December 23, 2008

Date

/s/ Dennis Leong

Signature

Dennis Leong Corporate Secretary

Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).