Apollo Gold Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

03761E102

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of This Statement)

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

RAB Special Situations (Master) Fund Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) 
(b) 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

5

SOLE VOTING POWER

NUMBER OF

19,560,600*

SHARES

6

SHARED VOTING POWER

BENEFICIALLY

0

OWNED BY

7

SOLE DISPOSITIVE POWER

EACH

19,560,600*

REPORTING

8

SHARED DISPOSITIVE POWER

PERSON WITH

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,560,600*
*The reporting person owns 1,800,000 shares of common stock of the issuer, and warrants exercisable to acquire an additional 9,180,600 shares of common stock, plus a convertible debenture in the amount of $4,290,000 which may be converted into 8,580,000 common shares. The warrants and convertible debenture are not convertible into common shares if, as a result of a conversion or exercise, the holder would then become a “ten percent beneficial owner” of the issuer’s common stock, as defined in Rule 16a-2 under the Securities Exchange Act of 1934, as amended (the “Act”).

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*                       

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.2319%**
**The percentages used herein are calculated based upon 219,860,255 outstanding shares of the issuer as of January 27, 2009, plus 17,760,600 common shares in aggregate underlying convertible securities which are beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act.

12

TYPE OF REPORTING PERSON*

CO

1

NAME OF REPORTING PERSONS

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

William Philip Seymour Richards

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) 
(b) 

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

5

SOLE VOTING POWER

NUMBER OF

350,000*

SHARES

6

SHARED VOTING POWER

BENEFICIALLY

19,560,600*

OWNED BY

7

SOLE DISPOSITIVE POWER

EACH

350,000*

REPORTING

8

SHARED DISPOSITIVE POWER

PERSON WITH

19,560,600*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,910,600*
*William Philip Seymour Richards owns 350,000 common shares and has voting and dispositive control over the following additional securities beneficially owned by RAB Special Situations Master Fund Limited: 1,800,000 shares of common stock of the issuer, warrants exercisable to acquire an additional 9,180,600 shares of common stock, and a convertible debenture in the amount of $4,290,000 which may be converted into 8,580,000 common shares. The warrants and convertible debenture are not convertible into common shares if, as a result of a conversion or exercise, the holder would then become a “ten percent beneficial owner” of the issuer’s common stock, as defined in Rule 16a-2 under the Act.

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*                       

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

8.3791%**
**The percentages used herein are calculated based upon 219,860,255 outstanding shares of the issuer as of January 27, 2009, plus 17,760,600 common shares in aggregate underlying convertible securities which are beneficially owned by the reporting persons and included pursuant to Rule 13d-3(d)(1)(i) of the Act.

12

TYPE OF REPORTING PERSON*

IN

Item 1

(a).

Name of Issuer:

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

Item 2

(a).

Name of Person Filing:

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

i)

RAB Special Situations (Master) Fund Limited

P. O. Box 908 GT

Walker House Mary Street

George Town, Cayman Islands

ii)

c/o RAB Capital

No. 1 Adam Street

London WC2N 6LE

United Kingdom

Item 2

(c).

Citizenship:

Item 2

(d).

Title of Class of Securities:

Item 2

(e).

CUSIP Number:

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Act;

(b)

Bank as defined in Section 3(a)(6) of the Act;

(c)

Insurance Company as defined in Section 3(a)(19) of the Act;

(d)

Investment Company registered under Section 8 of the Investment Company Act;

(e)

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(j).

If this statement is filed pursuant to Rule 13d-1(c), check this box.

Item 4.

Ownership.

(a)

Amount beneficially owned:

(b)

Percent of class:

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

(ii)

Shared power to vote or to direct the vote

(iii)

Sole power to dispose or to direct the disposition of

(iv)

Shared power to dispose or to direct the disposition of

See Items 5-8 on the cover page

Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Item 8.

Identification and Classification of Members of the Group.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certification.

February 17, 2009

(Date)

RAB Special Situations (Master) Fund Limited
by Jake Leavesley and Simon Gwyther

Authorised signatories for RAB Capital plc for and on behalf of RAB Special Situations (Master) Fund Limited

/s/ Jake Leavesley

(Signature)

/s/ Simon Gwyther

(Signature)

February 17, 2009

/s/ William Philip Seymour Richards

___________________________________

William Philip Seymour Richards