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(1)         Includes 1,200,000 shares of common stock issuable pursuant to warrants exercisable until July 24, 2011, at an exercise price of CDN$0.65 (US$0.52⁽³⁾) per share.

(2)         Based on 219,860,257 shares of common stock issued and outstanding as at January 14, 2009 and includes 1,200,000 shares of common stock issuable to St Andrew upon exercise of warrants as set forth above.

(3)         U.S. Dollar equivalent based on the noon buying rate in Canada for cable transfers on January 14, 2009, as certified for customs purposes by the Bank of Canada, of US$1.00 = CDN$1.2383.

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This Schedule 13D/A amends and supplements the Schedule 13D filed December 14, 2006, as amended by Schedule 13D/A filed January 16, 2007, February 6, 2007, February 21, 2007, September 4, 2007, September 10, 2007, July 28, 2008, November 14, 2008, December 15, 2008 and December 23, 2008, by St Andrew Goldfields Ltd. (the "Company" or "St. Andrew") pursuant to Rule 13d-1(d) under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act").

This Schedule 13D/A relates to the shares of common stock of Apollo Gold Corporation ("Apollo Gold"), a corporation organized under the laws of the Yukon Territory, Canada. Apollo Gold maintains its principal office at 5655 South Yosemite Street, Suite 200, Greenwood Village, Colorado 80111-3220.

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Since the date of St Andrew's most recent Schedule 13D/A filing (filed December 23, 2008), St Andrew has sold an aggregate of 3,152,895 shares of Apollo Gold in ordinary broker transactions pursuant to its Rule 10b5-1 share trading plan dated September 19, 2008 (the "Sales Plan") with GMP Securities L.P. as agent. The Sales Plan provides for the orderly sale of up to 28,675,000 shares of common stock Apollo Gold in compliance with the requirements of Rule 10b5-1(c)(1) under the Exchange Act. These shares have 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 determined to sell the shares as part of its overall investment strategy. In particular, given the recent weakening of the commodities markets and the global economy in general, St Andrew determined that it would be in its best interests and the best interests of its Shareholders to sell the Apollo Gold shares held by it for cash.

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The following table sets out sales of shares of Apollo Gold by the Company pursuant to the Sales Plan between December 23, 2008 (the filing date of St Andrew's previously filed Schedule 13D/A) and the date hereof:

All sales described herein were made over the Toronto Stock Exchange or American Stock Exchange.

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

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1. the acquisition by any person of additional securities of Apollo Gold, or the disposition of securities of Apollo Gold;
2. any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Apollo Gold or any of its subsidiaries;
3. a sale or transfer of a material amount of the assets of Apollo Gold or any of its subsidiaries;
4. 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;
5. any material change in the present capitalization or dividend policy of Apollo Gold;
6. 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;
7. changes in Apollo Gold's charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of Apollo Gold by any person;
8. 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;
9. a class of equity securities of Apollo Gold becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
10. any action similar to any of those enumerated above.

The Company beneficially owns, and has the sole power to vote and to dispose of, 17,126,534 shares of Apollo Gold's common stock (including 1,200,000 shares of common stock issuable pursuant to warrants exercisable until July 24, 2011 as described herein), representing approximately 7.7% of Apollo Gold's issued and outstanding common stock. No other person named in Item 2 owns shares of Apollo Gold.

Except as described in Item 4 above, no transaction in shares of Apollo Gold have been effected since the December 23, 2008 filing of the Company's previous Schedule 13D/A.

There are no contracts, arrangements, understandings or relationship among the Company and the persons named in Item 2 or between such persons and any other person in respect of shares of Apollo Gold other than the Sales Plan as disclosed in Item 4.

None.

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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.