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12/4/06-ST ANDREW GOLDFIELDS LTD. Schedule 13D for purchase of 7.95% or 11,310,700 shares. See Item 5a below for more details.
10 days

1mt

2mt

3mt

6mt

1yr

2yr


Item 3. Source and Amount of Funds or Other Consideration
The amount of funds paid on December 4, 2006 was USD$523,342.24. The total aggregate funds paid in making the aggregate purchases was USD$4,337,123.68. See Item 5a below for more details.
The source of all funds was the general corporate funds of St Andrew.
Item 4. Purpose of Transaction
St Andrew acquired these shares in the open market for investment purposes as part of its strategy to become a mid-tier gold mining company and exploration company through the acquisition of direct or indirect interests in gold properties in known gold belts located in stable political environments throughout the world. Depending on market conditions and other factors, St Andrew may increase or decrease its holdings in Apollo Gold Corporation in the future.




Price per share Percentage of
Date of Transaction Shares Acquired (USD) Ownership
November 15, 2006 4,829,353 $ 0.324 3.40 %
November 17, 2006 118,200 $ 0.342 3.48 %
November 20, 2006 604,100 $ 0.355 3.90 %
November 24, 2006 582,000 $ 0.387 4.31 %
November 30, 2006 161,800 $ 0.420 4.43 %
December 1, 2006 346,200 $ 0.424 4.67 %
December 4, 2006 1,218,350 $ 0.430 5.53 %
December 5, 2006 319,500 $ 0.430 5.75 %
December 6, 2006 766,400 $ 0.442 6.29 %
December 8, 2006 444,097 $ 0.441 6.60 %
December 11, 2006 624,000 $ 0.446 7.04 %
December 12, 2006 634,306 $ 0.456 7.49 %
December 13, 2006 171,394 $ 0.460 7.61 %
December 14, 2006 491,000 $ 0.479 7.95 %
AGGREGATE TOTAL 11,310,700 7.95 %

b. For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared.

St Andrew holds the sole power to vote or to direct the vote and to dispose or to direct the disposition of 11,310,700 common stock of Apollo Gold. See Item 5a above for more details.

c. Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the persons named in response to paragraph (a).


Price per
Shares share Percentage of
Date of Transaction Acquired (USD) Ownership Ownership
November 15, 2006 4,829,353 $ 0.324 St Andrew 3.40 %
November 17, 2006 118,200 $ 0.342 St Andrew 3.48 %
November 20, 2006 604,100 $ 0.355 St Andrew 3.90 %
November 24, 2006 582,000 $ 0.387 St Andrew 4.31 %
November 30, 2006 161,800 $ 0.420 St Andrew 4.43 %
December 1, 2006 346,200 $ 0.424 St Andrew 4.67 %
December 4, 2006 1,218,350 $ 0.430 St Andrew 5.53 %
December 5, 2006 319,500 $ 0.430 St Andrew 5.75 %
December 6, 2006 766,400 $ 0.442 St Andrew 6.29 %
December 8, 2006 444,097 $ 0.441 St Andrew 6.60 %
December 11, 2006 624,000 $ 0.446 St Andrew 7.04 %
December 12, 2006 634,306 $ 0.456 St Andrew 7.49 %
December 13, 2006 171,394 $ 0.460 St Andrew 7.61 %
December 14, 2006 491,000 $ 0.479 St Andrew 7.95 %
AGGREGATE TOTAL 11,310,700 7.95 %