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This statement on Schedule 13D amends and supplements the statements on Schedule 13D dated January 12, 2007, February 2, 2007, February 16, 2007, September 4, 2007 and September 10, 2007, each of which were filed by St Andrew Goldfields Ltd. pursuant to Rule 13d-1(d) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act").

This statement relates to the common stock of Apollo Gold Corporation ("Apollo Gold"), a Colorado corporation. Apollo Gold maintains its principal office at 5655 South Yosemite Street, Suite 200, Greenwood Village, Colorado 80111-3220.

1. Name

St Andrew Goldfields Ltd. ("St Andrew"), a corporation incorporated pursuant to the laws of the Province of Ontario in Canada.

2. Residence or business address

1540 Cornwall Road Suite 212
Oakville, Ontario
Canada L6J 7W5

3. Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

See section f below.

4. Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case.

No executive officer, director or person controlling St Andrew has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

5. Whether or not, during the last five years, such person was 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; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order.

No executive officer, director or person controlling St Andrew, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and no executive officer, director or person controlling St Andrew 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.

6. Citizenship.

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St Andrew acquired the 2,400,000 units in order to facilitate the completion of the Apollo Gold Offering, which was subject to a minimum aggregate subscription level of 40,000,000 units, for aggregate minimum gross proceeds of CDN$20,000,000 (US$19,774,570). St Andrew's board of directors deemed that completion of the Apollo Gold Offering is in the best interests of St Andrew as it will provide the funds required by Apollo Gold to complete its purchase of St Andrew's mill and related equipment, infrastructure, property rights, laboratory and tailings facilities, located near Timmins, Ontario, outlined below.

As described in the Apollo Gold Prospectus Supplement, on March 26, 2008, Apollo Gold announced the entry into a non-binding letter of intent with St Andrew, pursuant to which Apollo Gold intended to purchase the mill complex from St Andrew. On June 11, 2008, Apollo Gold announced that, further to the letter of intent, it had entered into an asset purchase agreement with St Andrew pursuant to which St Andrew agreed to sell the mill complex to Apollo Gold for a purchase price of CDN$20 million. An initial deposit of CDN$1.5 million was paid by Apollo Gold to St Andrew upon execution of the asset purchase agreement with the balance to be paid on or before June 30, 2008. The consideration for the acquisition also includes an obligation of Apollo Gold to refund to St Andrew its bonding commitment at the mill complex in the amount of approximately CDN$1.2 million.

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On June 30, 2008, St Andrew and Apollo Gold entered into an amendment to the asset purchase agreement (the "Amendment"). The Amendment provides, among other things, that the purchase and sale of the mill complex will take place on the date that the Final Payment (as such term is defined below) is made by Apollo Gold to St Andrew, being on or before August 29, 2008, with no further right of Apollo Gold to extend such date. The Amendment provides that the CDN$18.5 million balance of the purchase price after the initial deposit of CDN$1.5 million is due and payable as follows: (i) CDN$4 million (the "First Balance Payment"), was paid in cash by Apollo Gold to St Andrew on July 3, 2008; (ii) CDN$6 million (the "Second Balance Payment"), is to be paid in cash by Apollo Gold to St Andrew on or before July 31, 2008; and (iii) CDN$8.5 million (the "Final Payment"), is to be paid by Apollo Gold to St Andrew on or before August 29, 2008. If Apollo Gold is not able to satisfy the Final Payment by making a cash payment, St Andrew shall have the sole option to allow the Final Payment to be satisfied in either cash or by the issuance of common shares or any combination thereof, provided that such issuance of common shares of Apollo Gold (i) does not result in St Andrew owning, directly or indirectly, 20% or more of Apollo Gold's issued and outstanding common shares, and (ii) is in compliance with applicable exchange and other requirements. If Apollo Gold is not able to satisfy the Final Payment by making a cash payment and St Andrew determines that it does not want to exercise its option to receive common shares of Apollo Gold to satisfy the Final Payment, Apollo Gold has agreed that St Andrew shall have the option to terminate the asset purchase agreement and not complete the sale of the mill complex, and the initial deposit of CDN$1.5 million, the First Balance Payment and the Second Balance Payment will be forfeited to St Andrew. If the Final Payment is paid by issuance of common shares of Apollo Gold, the number of shares issued will be based on a value of CDN$0.50 per share and will be issued by way of private placement, with such common shares of Apollo Gold being registered for resale in the United States pursuant to a resale registration statement to be filed by Apollo Gold with the SEC, and subject to a four-month hold period in Canada. The Issuer will pay interest on the unpaid balance of the purchase price after the initial deposit of CDN$1.5 million from June 30, 2008 at a rate of 12% per annum, calculated daily and payable on the date that the Final Payment is made.

If the purchase of the St Andrew mill complex is not completed as a result of Apollo Gold's failure to satisfy certain closing conditions set forth in the asset purchase agreement, as amended by the Amendment, the initial deposit of Cdn$1.5 million, the First Balance Payment and/or the Second Balance Payment will be forfeited to St Andrew and the asset purchase agreement, as amended by the Amendment, will be terminated. The remainder of the terms of the asset purchase agreement not amended by the Amendment remain unaffected and in full force and effect.

The acquisition of the mill complex was negotiated at arm's length and the purchase price was determined based upon the fair value of the mill complex using market comparables. Completion of the acquisition is subject to the satisfaction of various closing conditions and is not assured nor guaranteed.

St Andrew had previously entered into a Rule 10b5-1 share trading plan dated May 21, 2008 ("Sales Plan") with GMP Securities L.P. ("GMP"), as agent, providing for the orderly sale of up to 28,675,000 shares of common stock Apollo Gold (the "Sales Plan Shares") in compliance with the requirements of Rule 10b5-1(c)(1) under the Exchange Act. The Sales Plan Shares had been registered for resale under a registration statement filed by Apollo Gold under the Securities Act of 1933, as amended, on Form S-3 (the "Registration Statement") on April 24, 2008 (SEC file no. 333-150431), and declared effective by the SEC on May 7, 2008. St Andrew has now instructed GMP to halt all sales under the Sales Plan.

Pursuant to the Sales Plan and the Registration Statement, GMP sold a total of 350,300 Sales Plan Shares on behalf of St Andrew in the following ordinary brokers' transactions which have been reported by St Andrew on Statements of Changes in Beneficial Ownership on Form 4:

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On July 24, 2008, in light of the purchase of 2,400,000 units by St Andrew on that date pursuant to the Apollo Gold Offering, Apollo Gold provided a letter to St Andrew demanding that St Andrew, as a holder of greater than 10% of the common shares of Apollo Gold, disgorge all short-swing profits realized from the sale of the 350,300 Sales Plan Shares pursuant to section 16(b) of the Exchange Act. St Andrew purchased the units pursuant to the Apollo Gold Offering at a purchase price of CDN$0.50 (US$0.49) per unit. However, under Exchange Act Rule 16b-6, for the purposes of section 16(b) of the Exchange Act, St Andrew is deemed to have acquired the 1,200,000 shares of common stock of Apollo Gold underlying the warrants forming part of the units at the market price of such stock on July 24, 2008 (US$0.40 per share). Accordingly, on July 28, 2008, St Andrew delivered a check payable to Apollo Gold in the amount of US$70,437.90, representing the full amount of the disgorged profits due to Apollo Gold under section 16(b) of the Exchange Act.

St Andrew intends to enter into a new Rule 10b5-1 share trading plan with GMP in the future.

Except as otherwise disclosed herein, St Andrew has no current plans or proposals that relate to or would result in:

(a)          the acquisition by any person of additional securities of Apollo Gold, or the disposition of securities of Apollo Gold;

(b)          any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Apollo Gold or any of its subsidiaries;

(c)          a sale or transfer of a material amount of the assets of Apollo Gold or any of its subsidiaries;

(d)          any change in the present board of directors or management of Apollo Gold, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)          any material change in the present capitalization or dividend policy of Apollo Gold;

(f)          any other material change in Apollo Gold's business or corporate structure including, but not limited to, if Apollo Gold is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g)          changes in Apollo Gold's charter, bylaws or instruments corresponding thereto or other actions which may impeded acquisition of control of Apollo Gold by any person;

(h)          causing a class of securities of Apollo Gold to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)          a class of equity securities of Apollo Gold becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)          any action similar to any of those enumerated above.

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None, except as disclosed in Item 4.

Not applicable.

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person) , evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.