As
filed with the Securities and Exchange Commission on November 12,
2008.
Registration
No. 333-153606
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
AMENDMENT
NO. 1
to
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
APOLLO
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
|
Yukon
Territory, Canada
|
|
Not
Applicable
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer Identification No.)
|
5655 South
Yosemite Street, Suite 200
Greenwood
Village, Colorado 80111
(720) 886-9656
(Address,
including zip code, and telephone number,
including
area code, of principal executive offices)
R.
David Russell
President
and Chief Executive Officer
5655 South
Yosemite Street, Suite 200
Greenwood
Village, Colorado 80111
(720) 886-9656
(Name,
address, including zip code, and
telephone
number, including area code, of agent for service)
With
a Copy to
Patricia
Peterson
Davis
Graham & Stubbs LLP
1550
Seventeenth Street, Suite 500
Denver,
Colorado 80202
(303) 892-9400
Approximate
date of commencement of proposed sale to the public:
From
time to time after this registration statement becomes effective.
If
the
only securities being registered on this Form are being offered pursuant
to
dividend or interest reinvestment plans, please check the following box.
o
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. R
If
this
Form is filed to register additional securities for an offering pursuant
to
Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the
same
offering. o
If
this
Form is a registration statement pursuant to General Instruction I.D. or
a
post-effective amendment thereto that shall become effective upon filing
with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. o
If
this
Form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large
Accelerated Filer £
|
Accelerated
Filer £
|
|
Non-Accelerated
Filer £
(do not check if a smaller
reporting
company
|
Smaller
Reporting Company R
|
The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
The
information in this prospectus is not complete and may be changed. The selling
shareholder may not sell these securities pursuant to this prospectus until
the
registration statement filed with the Securities and Exchange Commission becomes
effective. This prospectus is not an offer to sell these securities and Apollo
Gold Corporation is not soliciting offers to buy these securities in any state
where the offer or sale is not permitted.
Subject
to Completion, dated November 12, 2008
PROSPECTUS
APOLLO
GOLD CORPORATION
3,600,000
Common Shares
The
selling shareholder identified on page 17 may use this prospectus to offer
and resell from time to time up to 3,600,000 common shares of Apollo Gold
Corporation (together with its subsidiaries, “Apollo,” “we” or “us”). We
completed a unit offering on July 24, 2008 in which the selling shareholder
purchased 2,400,000 units at a price of Cdn$0.50 per unit. Each unit is
comprised of one common share and one-half of one common share purchase warrant,
with each whole warrant exercisable into one common share at a price of $0.65
per share for 36 months from the closing of the offering. The 3,600,000 common
shares offered hereby are comprised of (i) 2,400,000 common shares included
in
the units and (ii) 1,200,000 common shares issuable upon exercise of the common
share purchase warrants included in the units. The selling shareholder owns
more
than 10% of Apollo’s issued and outstanding common shares and, accordingly, may
be deemed an “affiliate” for purposes of U.S. securities laws. We will not
receive any proceeds from the sale of the shares resold under this prospectus
by
the selling shareholder.
Our
common shares are traded on the American Stock Exchange under the symbol
“AGT”
and on the Toronto Stock Exchange under the symbol “APG.” On November 11, 2008,
the closing price for our common shares on the American Stock Exchange was
$0.14 per share and the closing price on the Toronto Stock Exchange was
Cdn$0.17 per share.
The
selling shareholder may sell the shares in transactions on the American Stock
Exchange or the Toronto Stock Exchange and by any other method permitted
by
applicable law. The selling shareholder may sell the shares at prevailing
market
prices or at prices negotiated with purchasers and will be responsible for
any
commissions or discounts due to brokers or dealers. The amount of these
commissions or discounts cannot be known at this time because they will be
negotiated at the time of the sales. See “Plan of Distribution” beginning on
page 18.
References
in this prospectus to “$” are to United States dollars. Canadian dollars are
indicated by the symbol “Cdn$”.
The
common shares offered in this prospectus involve a high degree of risk. You
should carefully consider the matters set forth in “Risk Factors” beginning on
page 7 of this prospectus in determining whether to purchase our common
shares.
Neither
the U.S. Securities and Exchange Commission nor any state securities
commission has approved or disapproved our common shares, or determined if
this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The
date
of this prospectus is ______________, 2008.
| |
Page
|
| |
|
|
WHERE
YOU CAN FIND MORE INFORMATION
|
1
|
|
NON-GAAP
FINANCIAL MEASURES
|
1
|
|
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
|
1
|
|
STATEMENTS
REGARDING FORWARD-LOOKING INFORMATION
|
2
|
|
THE
COMPANY
|
3
|
|
RECENT
EVENTS
|
5
|
|
RISK
FACTORS
|
7
|
|
USE
OF PROCEEDS
|
16
|
|
DESCRIPTION
OF COMMON SHARES
|
16
|
|
SELLING
SHAREHOLDER
|
17
|
|
PLAN
OF DISTRIBUTION
|
18
|
|
TAX
CONSIDERATIONS
|
19
|
|
LEGAL
MATTERS
|
23
|
|
EXPERTS
|
23
|
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITY
|
24
|
You
should rely only on information contained or incorporated by reference in
this
prospectus. We have not authorized anyone to provide you with information
different from that contained or incorporated in this prospectus.
You
should not assume that the information contained or incorporated by reference
in
this prospectus is accurate as of any date other than the date on the front
of
this prospectus or the dates of the documents incorporated by
reference.
WHERE
YOU CAN FIND MORE INFORMATION
We
are
subject to the reporting requirements of the Securities Exchange Act of 1934,
as
amended (which we sometimes refer to in this prospectus as the “Exchange Act”),
and file annual, quarterly and periodic reports, proxy statements and other
information with the United States Securities and Exchange Commission (which
we
sometimes refer to in this prospectus as the “SEC”). The SEC maintains a web
site (http://www.sec.gov) on which our reports, proxy statements and other
information are made available. Such reports, proxy statements and other
information may also be inspected and copied at the public reference facilities
maintained by the SEC at 100 F Street, NE, Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the public reference facilities.
We
have
filed with the SEC a Registration Statement on Form S-3, under the
Securities Act of 1933, as amended (which we sometimes refer to in this
prospectus as the “Securities Act”), with respect to the securities offered by
this prospectus. This prospectus, which constitutes part of the Registration
Statement, does not contain all of the information set forth in the Registration
Statement, certain parts of which have been omitted in accordance with the
rules
and regulations of the SEC. Reference is hereby made to the Registration
Statement and the exhibits to the Registration Statement for further information
with respect to the securities and us.
NON-GAAP
FINANCIAL MEASURES
In
this
prospectus or in the documents incorporated herein by reference, Apollo uses
the
terms “cash operating costs,” “total cash costs,” and “total production costs,”
each of which are considered non-GAAP financial measures as defined in the
United States Securities and Exchange Commission Regulation S-K Item 10 and
should not be considered in isolation or as a substitute for measures of
performance prepared in accordance with U.S. GAAP. These terms are used by
management to assess performance of individual operations and to compare
Apollo’s performance to other gold producers.
The
term
“cash operating costs” is used on a per ounce of gold basis. Cash operating
costs per ounce is equivalent to direct operating cost as found on the
Consolidated Statements of Operations, less production royalty expenses and
mining taxes but includes by-product credits for payable silver, lead and
zinc.
The
term
“total cash costs” is equivalent to cash operating costs plus production
royalties and mining taxes.
The
term
“total production costs” is equivalent to total cash costs plus non-cash costs
including depreciation and amortization.
These
measures are not necessarily indicative of operating profit or cash flow from
operations as determined under U.S. GAAP and may not be comparable to similarly
titled measures of other companies. See Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations in Apollo Gold’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and
Item
2 — Management's Discussion and Analysis of Financial Condition and Results of
Operations in Apollo’s Quarterly Report on Form 10-Q for the quarter ended June
30, 2008 for an explanation of these measures.
The
SEC
allows us to “incorporate by reference” our publicly filed reports into this
prospectus, which means that information included in those reports is considered
part of this prospectus. Information that we file with the SEC after the date
of
this prospectus will automatically update and supersede the information
contained in this prospectus and in prior reports. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the
securities offered pursuant to this prospectus have been sold:
|
|
1. |
Our
Annual Report on Form 10-K for the year ended December 31, 2007,
filed with the SEC on March 25,
2008;
|
|
|
2. |
Our
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2008 and
June 30, 2008, filed with the SEC on May 12, 2008 and August 14,
2008,
respectively;
|
|
|
3. |
Our
Current Reports on Form 8-K, filed with the SEC on March 31, 2008;
May 8, 2008; June 11, 2008; July 1, 2008; July 2, 2008; July 10,
2008;
July 24, 2008; July 24, 2008; July 25, 2008; July 30, 2008; August
6,
2008; August 15, 2008; August 26, 2008, August 27, 2008, August
29, 2008,
October 23, 2008, October 24, 2008 and October 27, 2008;
and
|
|
|
4. |
The
description of our capital stock set forth in our Registration
Statement
on Form 10, filed June 23,
2003.
|
We
will
furnish without charge to you, on written or oral request, a copy of any or
all
of the above documents, other than exhibits to such documents that are not
specifically incorporated by reference therein. You should direct any requests
for documents to the Chief Financial Officer, Apollo Gold Corporation,
5655 S. Yosemite Street, Suite 200, Greenwood Village, Colorado
80111-3220, telephone (720) 886-9656.
The
information relating to us contained in this prospectus is not comprehensive
and
should be read together with the information contained in the incorporated
documents. Descriptions contained in the incorporated documents as to the
contents of any contract or other document may not contain all of the
information that is of interest to you. You should refer to the copy of such
contract or other document filed as an exhibit to our filings.
This
prospectus and the documents incorporated by reference in this prospectus
contain forward-looking statements, as defined in the
Private Securities Litigation Reform Act of 1995
with
respect to our financial condition, results of operations, business prospects,
plans, objectives, goals, strategies, future events, capital expenditures,
and
exploration and development efforts. Forward-looking statements can be
identified by the use of words such as “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “intends,” “continue,” or
the negative of such terms, or other comparable terminology. These statements
include comments regarding:
| |
|
plans
for Black Fox and Huizopa, including development, exploration and
drilling
and the ability to finance
development;
|
| |
|
future
financing of projects by Apollo, including the contemplated $60
to $70
million debt financing for Black Fox and the $70 million financing
required for the M Pit expansion at Montana
Tunnels;
|
| |
|
the
cessation of ore mining at the Montana Tunnels mine, the amount
of
stockpiled ore upon cessation of mining and the timing of the processing
thereof, delivery of WARN Act notices to Montana Tunnels employees
and the
decision to undertake the M Pit
expansion;
|
| |
|
liquidity
to support operations and debt repayment, in particular the repayment
of
the Series 2007-A convertible debentures due February 23,
2009;
|
| |
·
|
the
timing of commencement of mining at Black
Fox;
|
| |
·
|
start-up
of and receipt of new equipment at the Black Fox mill
complex;
|
| |
·
|
timing
and amount of future cash flows from the Montana Tunnels
mine;
|
| |
·
|
the
establishment and estimates of mineral reserves and
resources;
|
| |
·
|
production
and production costs;
|
| |
·
|
daily
production, mineral recovery rates and mill throughput
rates;
|
| |
·
|
grade
of ore mined and milled;
|
| |
·
|
grade
of concentrates produced;
|
| |
·
|
anticipated
expenditures for development, exploration, and corporate
overhead;
|
| |
·
|
timing
and issue of permits, including the permits necessary to conduct
the M Pit
expansion at the Montana Tunnels
mine;
|
| |
·
|
expansion
plans for existing
properties;
|
| |
·
|
estimates
of closure costs;
|
| |
·
|
estimates
of environmental liabilities;
|
| |
·
|
our
ability to obtain financing to fund our estimated expenditure and
capital
requirements;
|
| |
·
|
factors
impacting our results of operations;
and
|
| |
·
|
the
impact of adoption of new accounting
standards.
|
Although
we believe that our plans, intentions and expectations reflected in these
forward-looking statements are reasonable, we cannot be certain that these
plans, intentions or expectations will be achieved. Our actual results could
differ materially from those anticipated in these forward-looking statements
as
a result of the risk factors set forth below and other factors described
in more
detail in this prospectus:
| |
·
|
changes
in business and economic conditions, including the recent significant
deterioration in global financial and capital
markets;
|
| |
·
|
significant
increases or decreases in gold prices and zinc prices;
|
| |
·
|
changes
in interest and currency exchange
rates;
|
| |
·
|
changes
in availability and cost of
financing;
|
| |
·
|
timing
and amount of production;
|
| |
·
|
unanticipated
grade changes;
|
| |
·
|
unanticipated
recovery or production
problems;
|
| |
·
|
changes
in operating costs;
|
| |
·
|
operational
problems at our mining
properties;
|
| |
·
|
metallurgy,
processing, access, availability of materials, equipment, supplies
and
water;
|
| |
·
|
determination
of reserves;
|
| |
·
|
changes
in project parameters;
|
| |
·
|
costs
and timing of development of new reserves;
|
| |
·
|
results
of current and future exploration and development activities;
|
| |
·
|
results
of future feasibility studies;
|
| |
·
|
joint
venture relationships;
|
| |
·
|
political
or economic instability, either globally or in the countries in
which we
operate;
|
| |
·
|
local
and community impacts and
issues;
|
| |
·
|
timing
of receipt of government approvals;
|
| |
·
|
accidents
and labor disputes;
|
| |
·
|
environmental
costs and risks;
|
| |
·
|
competitive
factors, including competition for property
acquisitions;
|
| |
·
|
availability
of external financing at reasonable rates or at all;
and
|
| |
·
|
the
factors discussed in this prospectus under the heading “Risk
Factors.”
|
Overview
The
earliest predecessor to Apollo Gold Corporation was incorporated under the
laws
of the Province of Ontario in 1936. In May 2003, Apollo reincorporated under
the
laws of the Yukon Territory. Apollo Gold Corporation maintains its registered
office at 204 Black Street, Suite 300, Whitehorse, Yukon Territory, Canada
Y1A
2M9, and the telephone number at that office is (867) 668-5252. Apollo Gold
Corporation maintains its principal executive office at 5655 S. Yosemite
Street,
Suite 200, Greenwood Village, Colorado 80111-3220, and the telephone number
at
that office is (720) 886-9656. Our internet address is http://www.apollogold.com.
Information contained on our website is not a part of this prospectus or
the
documents incorporated herein by reference.
Apollo
is
engaged in gold mining including extraction, processing, refining and the
production of by-product metals, as well as related activities including
exploration and development. We are the operator of the Montana Tunnels mine,
which is a 50% joint venture with Elkhorn Tunnels, LLC. The mine, which is
located near Helena, Montana, is an open pit mine and mill producing gold
doré
and lead-gold and zinc-gold concentrates.
Apollo
has a development project, the Black Fox project, which is located near the
Township of Matheson in the Province of Ontario, Canada. Apollo also owns
Mexican subsidiaries which own concessions at the Huizopa exploration project,
located in the Sierra Madres in Chihuahua, Mexico. The Huizopa project is
subject to an 80% Apollo/20% Mineras Coronado joint venture
agreement.
Montana
Tunnels Mine
During
the second quarter 2008, approximately 1,867,000 tons were mined, of which
885,000 tons were ore. The mill processed 903,000 tons of ore at an average
throughput of 9,900 tons per day for the quarter. In April there was a failure
of the ball mill shell due to cracking which caused a shutdown of the mill
for
three weeks, severely impacting production of metals for the quarter. During
May
the open pit was impacted due to three weeks of rain, plus the fact that
mine
crews were idle during the ball mill repair, resulting in ore production
for the
quarter being 1,700,000 tons lower than planned. As at June 30, 2008, the
ore
stockpile sitting alongside the mill was 1,310,000 tons. Payable production
in
the second quarter was 9,200 ounces of gold, 96,000 ounces of silver, 2,488,000
pounds of lead and 9,298,000 pounds of zinc. Apollo’s share of this production
is 50%.
Total
cash costs for the second quarter 2008 on a by-product basis were $758 per
ounce
of gold and on a co-product basis they were $842 per ounce of gold, $15.65
per
ounce of silver, $0.95 per lb of lead and $0.79 per lb of zinc. For the second
quarter 2008, the higher cash costs per ounce of gold on a by-product basis
compared to the second quarter 2007 are the result of (1) 16% lower gold
production stemming from the three-week shutdown of the mill, (2) 19% higher
direct costs related to higher cost of consumables such as diesel fuel and
(3) a
35% reduction in by-product credits due to lower zinc prices and lower silver
and lead production.
On
October 22, 2008, we announced that mining of ore at the Montana Tunnels
mine
would cease at the end of November 2008. See the disclosure below under the
heading “Recent Developments - Cessation of Mining at Montana Tunnels” for
additional information.
Black
Fox
On
April
14, 2008, we filed a Canadian Instrument, NI 43-101 Technical Report, which
was
prepared to a bankable standard (“bankable feasibility study”). A bankable
feasibility study is a comprehensive analysis of a project’s economics (+/- 15%
precision) used by the banking industry for financing purposes. The table below
summarizes the Black Fox total mineral reserve.
Black
Fox Probable Reserve Statement as of February 29, 2008
|
Mining
Method
|
|
Cutoff Grade
Au g/t
|
|
Tonnes
(000)
|
|
Grade
Au g/t
|
|
Contained
Au Ounces
|
|
|
Open
Pit
|
|
|
0.88
|
|
|
4,350
|
|
|
5.2
|
|
|
730,000
|
|
|
Underground
|
|
|
3.0
|
|
|
2,110
|
|
|
8.8
|
|
|
600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Probable Reserves
|
|
|
|
|
|
|
|
|
|
|
|
1,330,000
|
|
On
July
28, 2008, we completed the acquisition from St Andrew Goldfields Ltd., which
we
refer to as St Andrew, of a mill and related equipment, infrastructure, property
rights, laboratory and tailings facilities, located near Timmins, Ontario.
The
acquisition was made pursuant to an asset purchase agreement dated June 11,
2008, as amended June 30, 2008 and July 23, 2008, between Apollo and St Andrew.
Pursuant to the asset purchase agreement, St Andrew agreed to sell the mill
complex to Apollo for a purchase price of Cdn$20 million and the
refund
to St Andrew of its bonding commitment at the mill complex in the amount
of
approximately Cdn$1.2 million. The Cdn$20 million cash portion of the purchase
price was payable as follows: (i) an initial deposit of Cdn$1.5 million was
paid
by Apollo upon execution of the asset purchase agreement, (ii)
Cdn$4 million was paid in cash by Apollo to St Andrew on July 3, 2008 with
the
proceeds of the RMB Financing (as described below under “Recent Events - RMB
Financing”) and (iii) Cdn$14.5 million was paid in cash by Apollo to St Andrew
on July 28, 2008 with the proceeds of the unit offering (as described below
under “Recent Events”). In addition, we paid interest of Cdn$134,795 in
connection with the July 28, 2008 payment.
Since
April 2008, when we completed the bankable feasibility study on the Black
Fox
mine, we have made progress at Black Fox on a number of fronts. Specifically,
we
have received all necessary permits and approvals required to commence mining
activities, initiated removal of the glacial till material which overlays
the
open pit and began placing orders for the long lead time items required to
upgrade the Black Fox mill complex. Consequently, assuming we obtain the
necessary financing, we expect to commence mining of the Black Fox open pit
in
March 2009.
Huizopa
Project
During
the second quarter 2008, the helicopter assisted core drilling program on
two
identified targets (Puma de Oro and Lobo de Oro) at our Huizopa project was
completed. On August 14, 2008, we announced the results of the core drilling
program on the Puma de Oro exploration target. Twenty five NQ core holes
were
drilled on a north-trending zone targeted for drilling based on Apollo’s
geochemical sampling and geologic mapping.
RECENT EVENTS
Cessation
of Mining at Montana Tunnels
On
October 22, 2008, we announced that, as at the end of November 2008, we will
have completed mining of ore from the Montana Tunnels open pit operation
as
permitted by our current “L Pit” permit. Upon completion of ore mining at the
Montana Tunnels mine, we anticipate that we will have a stockpile of over
two
million tons of ore, which we believe is sufficient feed for the Montana
Tunnels
mill to continue to produce zinc-gold and lead-gold concentrates for
approximately five more months. We have notified employees at the Montana
Tunnels mine that when mining operations at the L Pit cease at the end of
November 2008, we expect that approximately 100 of the mine’s 200 employees will
be given a 60 day notice of the termination of their employment in compliance
with the U.S. Department of Labor’s Worker Adjustment and Retraining
Notification Act, which we refer to as the “WARN Act.”
We
have
applied for permits to expand the current pit, which expansion plan we refer
to
as the “M Pit project,” and are awaiting the necessary approvals. The permits
for the M Pit project would allow us to begin a 12 month pre-stripping program
that would cost approximately $70 million, during which time no ore would
be
produced. We are not currently engaged in discussions with financing sources
for
our $35 million share of the financing costs. The decision to proceed with
the M
Pit project must be agreed to by both Apollo and Elkhorn Tunnels, LLC, our
joint
venture partner at the mine. We and our joint venture partner have not yet
made
a production decision on the M Pit project and such decision will depend,
among
other things, on the following factors:
|
|
· |
receipt
of the necessary permit for the M Pit
project;
|
|
|
· |
securing
financing for the $70 million;
and
|
|
|
· |
prices
of gold, silver, lead and zinc and available smelter
terms.
|
RMB
Financing
On
July
1, 2008, our subsidiary, Montana Tunnels Mining, Inc., which we refer to
as
Montana Tunnels, entered into an amendment to its existing debt facility
with
RMB Australia Holdings Limited, arranged by RMB Resources Inc. of Lakewood,
Colorado. Montana Tunnels originally entered into the debt facility in October
2007 and, in connection therewith, borrowed $8 million from RMB Australia
Holdings Limited. Immediately prior to the entry into the July 2, 2008
amendment, $1,654,000 was outstanding under the debt facility. Under the
amendment to the debt facility, we were granted an additional loan of $5.15
million from RMB Australia Holdings Limited, which
we
refer to as the RMB Financing.
Immediately following the advancement of the additional loan, the total amount
outstanding under the debt facility was $6,804,000. Repayment obligations
are as
follows: $1,654,000 on September 30, 2008, and $1,716,667 on each of December
31, 2008, March 31, 2009 and June 30, 2009. The
primary use of funds from the RMB Financing was the payment of Cdn$4,000,000
to
St Andrew on July 3, 2008 as a partial payment of the purchase price for
the
mill complex acquisition.
Early
Repayment of Debt
Facility with RMB Australia Holdings Limited
In
connection with the entry into our October 2007 debt facility with RMB Australia
Holdings Limited (which was arranged by RMB Resources Inc. of Lakewood, CO),
we
entered into certain put and call contracts for lead and zinc, which are
set
forth below and which were scheduled to expire on September 26,
2008.
|
Contract Type
|
|
Base
Metal
|
|
Volume
Strike
|
|
Price
|
|
Put
|
|
Lead
|
|
567
Tonnes (1,250,020 pounds)
|
|
US$
|
1.40
|
|
Call
|
|
Lead
|
|
567
Tonnes (1,250,020 pounds)
|
|
US$
|
1.898
|
|
Put
|
|
Zinc
|
|
891
Tonnes (1,964,316 pounds)
|
|
US$
|
1.20
|
|
Call
|
|
Zinc
|
|
891
Tonnes (1,964,316 pounds)
|
|
US$
|
1.539
|
On
August
22, 2008, we unwound these put and call contracts early as a debt management
decision and realized a gain of $1,556,000. The net proceeds of $1,556,000
plus
additional cash of $108,000 were used to prepay amounts outstanding under
the
October 2007 debt facility. The $1,654,000 amount that was prepaid was otherwise
due on September 30, 2008. Consequently, as of August 22, 2008, $4,789,000
remained outstanding under the debt facility.
As
part
of the July 1, 2008 RMB
Financing (as described above under the heading “RMB Financing”) in which
Apollo
borrowed
an additional $5,150,000 under the October 2007 debt facility, Apollo entered
into put and call contracts for gold, silver, lead and zinc as a requirement
of
the amendment to the October 2007 debt facility agreement. On October
23,
2008,
we
unwound part of these put and call contracts early since the current value
of
part of the contracts exceeded the December 2008 repayment obligation
($1,716,667 as set forth above) under the debt facility and the proceeds
therefrom of $2,010,000 were applied as follows:
|
1.
|
|
Repayment
of principal
|
|
$
|
1,952,000
|
|
2.
|
|
Interest
to December 31, 2008
|
|
$
|
49,300
|
|
3.
|
|
Fees
|
|
$
|
8,600
|
As
of
October 23, 2008 and after giving effect to the $1,952,000 repayment of
principal described above, Apollo owed $2,837,000 million under the RMB debt
facility, as amended.
Unit
Offering
On
July
24, 2008, we completed an offering of 40,806,500 units for gross proceeds
of
Cdn$20,215,750 and US$185,625. The net proceeds of the offering were
approximately Cdn$18,740,000, Cdn$14,500,000 of which were used to fund Apollo’s
acquisition of St Andrews’ mill complex in Timmins, Ontario, with the remainder
to be used for the development of Apollo’s Black Fox project and for general
working capital. Each unit had an issue price of Cdn$0.50 per unit (US$0.495
per
unit for purchasers resident in the United States) and is comprised of one
common share of Apollo and one-half of one common share purchase warrant.
Each
whole common share purchase warrant entitles the holder to purchase one common
share of Apollo at a price of Cdn$0.65 for a period of 36 months after the
closing of the offering. The common shares and warrants comprising the units
separated immediately upon closing of the offering.
Flow-Through
Private Placement
On
August
21, 2008, we completed
a private placement of 17,000,000 flow-through common shares for purposes
of the
Income Tax Act (Canada) at Cdn$0.50 per flow-through share to raise gross
proceeds of Cdn$8,500,000. We intend to use the gross proceeds of the private
placement for the pre-strip of the Black Fox open pit mine and to incur Canadian
Exploration Expenses (as defined under the Income Tax (Canada)) at our Black
Fox
project. The flow-through shares were offered to residents of Canada pursuant
to
Regulation S of the U.S. Securities Act of 1933, as
amended.
RISK
FACTORS
An
investment in our common shares involves a high degree of risk. You should
consider the following discussion of risks in addition to the other information
in this prospectus before purchasing any of our common shares. In addition
to
historical information, the information in this prospectus contains
“forward-looking” statements about our future business and performance. Our
actual operating results and financial performance may be very different from
what we expect as of the date of this prospectus. The risks below address the
factors that may affect our future operating results and financial performance.
The
existence of outstanding rights to purchase common shares may impair our share
price and our ability to raise capital.
Approximately
60.4 million of our common shares are issuable on exercise of warrants, options
or other rights to purchase common shares at prices ranging from $0.20 to $2.24
and a weighted average price of $0.60. In addition, there are approximately
14.9
million common shares issuable upon the conversion of the $7.4 million
outstanding principal amount of convertible debentures issued February 23,
2007
at the option of the holder at a conversion price of $0.50 per share. During
the
term of the warrants, options and other rights, the holders are given an
opportunity to profit from a rise in the market price of our common shares
with
a resulting dilution in the interest of the other shareholders. Our ability
to
obtain additional equity financing during the period such rights are outstanding
may be adversely affected, and the existence of the rights may have an adverse
effect on the price of our common shares. The holders of the warrants, options
and other rights can be expected to exercise them at a time when we would,
in
all likelihood, be able to obtain any needed capital by a new offering of
securities on terms more favorable than those provided by the outstanding
rights.
Future
share sales and issuances could impair our share
price.
If
Apollo
Gold’s shareholders sell substantial amounts of our common shares, the market
price of our common shares could decrease. Apollo Gold has 219,860,257 common
shares outstanding as at November 12, 2008. In addition, we may sell additional
common shares in subsequent offerings and issue additional common shares
to
finance future acquisitions. Apollo Gold cannot predict the size of future
issuances of common shares or the effect, if any, that future issuances and
sales of common shares will have on the market price of our common shares.
Sales
or issuances of large numbers of our common shares, or the perception that
such
sales might occur, may adversely affect prevailing market prices for our
common
shares. With any additional issuance of common shares, investors will suffer
dilution to their voting power and we may experience dilution in our earnings
per share.
The
market price of our common shares could experience volatility and could decline
significantly.
Our
common shares are listed on the American Stock Exchange and the Toronto Stock
Exchange. Our share price has declined significantly since 2004, and over
the
last year the price of our common shares has fluctuated from a low of $0.11
per
share to a high of $0.74 per share. The stock prices of virtually all companies
have decreased in the fall of 2008 as global economic issues have adversely
affected public markets. Furthermore, securities of small-cap companies have
experienced substantial volatility in the past, often based on factors unrelated
to the financial performance or prospects of the companies involved. These
factors include macroeconomic developments in North America and globally
and
market perceptions of the attractiveness of particular industries. Our share
price is also likely to be significantly affected by global economic issues,
as
well as short-term changes in gold and zinc prices or in our financial condition
or results of operations as reflected in our quarterly earnings reports.
As a
result of any of these factors, the market price of our common shares at
any
given point in time might not accurately reflect our long-term value. Securities
class action litigation often has been brought against companies following
periods of volatility in the market price of their securities. We could in
the
future be the target of similar litigation. Securities litigation could result
in substantial costs and damages and divert management’s attention and
resources.
Mining
of ore at our Montana Tunnels mine will cease in November
2008.
On
October 22, 2008, we announced that, as at the end of November 2008, we will
have completed mining of ore from the Montana Tunnels open pit operation
as
permitted by our current “L Pit” permit. Upon completion of ore mining at the
Montana Tunnels mine, we anticipate that we will have a stockpile of over
two
million tons of ore, which we believe is sufficient feed for the Montana
Tunnels
mill to continue to produce zinc-gold and lead-gold concentrates for
approximately five more months. We have applied for permits to expand the
current pit, which expansion plan we refer to as the “M Pit project,” and are
awaiting the necessary approvals. The permits for the M Pit project would
allow
us to begin a 12 month pre-stripping program that would cost approximately
$70
million, during which time no ore would be produced. We are not currently
engaged in discussions with financing sources for our $35 million share of
the
financing costs. The decision to proceed with the M Pit project must be agreed
to by both Apollo and Elkhorn Tunnels, LLC, our joint venture partner at
the
mine. We and our joint venture partner have not yet made a production decision
on the M Pit project and such decision will depend, among other things, on
the
following factors:
|
|
· |
receipt
of the necessary permit for the M Pit
project;
|
|
|
· |
securing
financing for the $70 million;
and
|
|
|
· |
prices
of gold, silver, lead and zinc and available smelter
terms.
|
The
Montana Tunnels mine is our only source of revenue and cash flow at this
time.
If we are unable or choose not to pursue the M Pit expansion, we will no
longer
have any revenues or cash flow once the stockpiled ore at the Montana Tunnels
mine has been processed, which stockpile we expect to exhaust in April or
May
2009. In addition, if we choose to and are able to pursue the M Pit expansion,
we expect that the pre-stripping program will take approximately 12 months,
during which time no ore will be produced. As a result, there will be a period
of time after the ore stockpiles from the L Pit have been exhausted and prior
to
production from the M Pit (which period we expect would be a minimum of six
months but could be substantially longer) during which we will have no revenue
or cash flow.
We
do not currently have and may not be able to raise the funds necessary to
explore and develop our Black Fox and Huizopa properties, conduct the M Pit
expansion at Montana Tunnels or repay the Series 2007-A convertible debentures
due February 23, 2009.
We
do not
currently have sufficient funds to (i) undertake the M Pit expansion at the
Montana Tunnels mine, (ii) conduct all of our planned development activities
at
Black Fox, (iii) complete our planned exploration activities at Huizopa and
(iv)
repay the Series 2007-A convertible debentures due February 23, 2009. The
M Pit
expansion, development of Black Fox and exploration of Huizopa will require
significant capital expenditures. Sources of external financing may include
bank
and non-bank borrowings and future debt and equity offerings. There can be
no
assurance that financing will be available on acceptable terms, or at all.
The
failure to obtain financing would have a material adverse effect on our growth
strategy and our results of operations and financial
condition.
In
addition, during September and October 2008, the U.S. financial market indexes
experienced steep declines and the available supply of credit generally
tightened following, among other things, the placement of mortgage lenders
Fannie Mae and Freddie Mac into conservatorship of the Federal Housing Finance
Agency, the announcement that Lehman Brothers Holdings Inc. would file for
bankruptcy protection, the proposed sale of Merrill Lynch & Co., the U.S.
government’s emergency loan to ensure American International Group and the
closing of Washington Mutual by the U.S. Office of Thrift Supervision. In
light
of these developments, concerns by investors regarding the stability of the
U.S.
financial system could result in less favorable commercial financing terms,
including higher interest rates or costs and tighter operating covenants,
thereby preventing Apollo from completing the contemplated financing of its
properties.
Our
current cash balances, together with expected cash flow from the Montana
Tunnels
mine, will not be sufficient to repay the Series 2007-A convertible debentures
due February 23, 2009.
On
February 23, 2007, we sold $8,580,000 aggregate principal amount of Series
2007-A convertible debentures. Each $1,000 principal amount of convertible
debentures is convertible at any time at the option of holder into 2,000
common
shares at a price per share of $0.50. The convertible debentures mature on
February 23, 2009 and, at maturity, the holder will have the option to receive
repayment of the convertible debentures in full, with interest, or to convert
to
common shares at a price of $0.50 per share (subject to adjustment upon the
occurrence of stock splits, stock dividends and similar events). As of November
11, 2008, the price of a share of our common stock on the American Stock
Exchange was $0.14, significantly below the $0.50 conversion price of the
convertible debentures. If the price of our common stock is not excess of
$0.50
upon the maturity of the convertible debentures, we expect that the holders
of
the convertible debentures will demand repayment of the principal amount
and
accrued but unpaid interest. As of November 12, 2008, convertible debentures
with an aggregate principal amount of $7,400,000 were outstanding. Based
on our
current cash balances together with expected cash flows from the Montana
Tunnels
mine, we do not believe we will have sufficient cash to repay the convertible
debentures at maturity. We are currently considering our financing options
to
repay the convertible debentures. There can be no assurance that we will
be
successful in obtaining financing for repayment of the convertible debentures
or, if we are successful, that the terms will be acceptable.
We
have a history of losses.
With
the
exception of the most recent fiscal year ended December 31, 2007, during
which
we had a net income of $2,416,000, we have incurred significant losses. Our
net
losses were $15,587,000 and $22,208,000 for the years ended December 31,
2006
and 2005, respectively. In addition, the Montana Tunnels mine is our only
current source of revenue and we have announced that mining of ore at that
mine
will cease in November 2008 and milling of ore stockpiles will cease in April
or
May 2009. Following the cessation of the milling of these ore stockpiles,
we
will no longer have any revenues or cash flow. In
addition, if we choose and are able to pursue the M Pit expansion, there
will be
a period of time after the ore stockpiles from the L Pit have been exhausted
and
prior to production from the M Pit (which period we expect would be a minimum
of
six months but could be substantially longer) during which we will have no
revenue or cash flow. Therefore, we expect that we will incur significant
losses
until such time, if any, that we begin production from Black Fox and
can be
no assurance that we will achieve or sustain profitability in the
future.
Our
earnings may be affected by metals price volatility, specifically the volatility
of gold and zinc prices.
We
historically have derived all of our revenues from the sale of gold, silver,
lead and zinc, and our development and exploration activities are focused on
gold. As a result, our future earnings are directly related to the price of
gold. Changes in the price of gold significantly affect our profitability.
Gold
prices historically have fluctuated widely, based on numerous industry factors
including:
|
|
· |
industrial
and jewelry demand;
|
|
|
· |
central
bank lending, sales and purchases of
gold;
|
|
|
· |
forward
sales of gold by producers and
speculators;
|
|
|
· |
production
and cost levels in major gold-producing
regions; and
|
|
|
· |
rapid
short-term changes in supply and demand because of speculative
or hedging
activities.
|
Gold
prices are also affected by macroeconomic factors, including:
|
|
· |
confidence
in the global monetary
system;
|
|
|
· |
expectations
of the future rate of inflation (if
any);
|
|
|
· |
the
strength of, and confidence in, the U.S. dollar (the currency in
which the price of gold is generally quoted) and other
currencies;
|
|
|
· |
global
or regional political or economic events, including but not limited
to
acts of terrorism.
|
The
current demand for, and supply of, gold also affects gold prices. The supply
of
gold consists of a combination of new production from mining and existing shares
of bullion held by government central banks, public and private financial
institutions, industrial organizations and private individuals. As the amounts
produced by all producers in any single year constitute a small portion of
the
total potential supply of gold, normal variations in current production do
not
usually have a significant impact on the supply of gold or on its price.
Mobilization of gold held by central banks through lending and official sales
may have a significant adverse impact on the gold price.
All
of
the above factors are beyond our control and are impossible for us to predict.
If the market prices for gold, silver, zinc or lead fall below our costs to
produce them for a sustained period of time, we will experience additional
losses and we could also be required by our reduced revenue to discontinue
exploration, development and/or mining at one or more of our
properties.
Our
operating expenses could increase significantly if utilities, equipment, fuel
or
raw materials prices increase.
We
are a
significant consumer of electricity, mining equipment, fuels and raw materials,
all of which we purchase from outside sources. Recent fluctuations in crude
oil
have considerably increased our operating expenses, particularly the cost of
diesel fuel, equipment and other raw materials. Accordingly, increases in prices
for electricity, equipment, fuel and raw materials adversely affect our
profitability.
Our
investments in auction rate securities are subject to risks which may cause
losses and affect the liquidity of these
investments.
We
acquired auction rate securities in 2007 with a face value of $1.5 million.
The
securities were marketed by financial institutions with auction reset dates
at
28 day intervals to provide short-term liquidity. All such auction rate
securities were rated AAA when purchased, pursuant to Apollo’s investment
policy. Beginning in August 2007, a number of auctions failed and there is
no
assurance that auctions for the auction rate securities in our investment
portfolio, which currently lack liquidity, will succeed. An auction failure
means that the parties wishing to sell their securities could not do so as
a
result of a lack of buying demand. As at June 30, 2008, Apollo’s auction rate
securities held an adjusted cost basis and fair value of $1.3 million based
on
liquidity impairments to these securities and, during the second quarter
of
2008, were downgraded to a AA rating. Uncertainties in the credit and capital
markets could lead to further downgrades of Apollo’s auction rate securities
holdings and additional impairments. Furthermore, as a result of auction
failures, our ability to liquidate and fully recover the carrying value of
our
auction rate securities in the near term may be limited or not
exist.
Substantially
all of our assets are pledged to secure our indebtedness.
Substantially
all of the Montana Tunnels assets and our Black Fox property are pledged to
secure indebtedness outstanding under the Facility Agreement, dated October
12,
2007 and as amended July 1, 2008, by and among Montana Tunnels Mining, Inc.,
Apollo, Apollo Gold, Inc., a wholly owned subsidiary of Apollo, RMB Australia
Holdings Limited and RMB Resources Inc. Since these assets represent
substantially all of our assets, we will not have access to additional secured
lending, which will require us to raise additional funds through unsecured
debt
and equity offerings. Default under our debt obligations would entitle our
lenders to foreclose on our assets.
Our
Huizopa exploration project is subject to political and regulatory
uncertainty.
Our
Huizopa exploration project is located in the northern part of the Sierra Madres
in the State of Chihuahua, Mexico. There are numerous risks inherent in
conducting business in Mexico, including political and economic instability,
exposure to currency fluctuations, greater difficulties in accounts receivable
collection, difficulties in staffing and managing operations and potentially
adverse tax consequences. In addition, our ability to explore and develop our
Huizopa exploration project is subject to maintaining satisfactory relations
with the Ejido Huizopa, which is a group of local inhabitants who under Mexican
law are granted rights to conduct agricultural activities and control surface
access on the property. In 2006, we entered into an agreement with the Ejido
Huizopa pursuant to which we agreed to make annual payments to the Ejido Huizopa
in exchange for the right to use the land covering our mining concessions for
all activities necessary for the exploration, development and production of
potential ore deposits. There can be no assurances that the Ejido Huizopa will
continue to honor the agreement. If we are unable to successfully manage our
operations in Mexico or maintain satisfactory relations with the Ejido Huizopa,
our development of the Huizopa property could be hindered or terminated and,
as
a result, our business and financial condition could be adversely
affected.
Our
reserve estimates are potentially inaccurate.
We
estimate our reserves on our properties as either “proven reserves” or “probable
reserves.” Our ore reserve figures and costs are primarily estimates and are not
guarantees that we will recover the indicated quantities of these metals. We
estimate proven reserve quantities based on sampling and testing of sites
conducted by us and by independent companies hired by us. Probable reserves
are
based on information similar to that used for proven reserves, but the sites
for
sampling are less extensive, and the degree of certainty is less. Reserve
estimation is an interpretive process based upon available geological data
and
statistical inferences and is inherently imprecise and may prove to be
unreliable.
Our
reserves are reduced as existing reserves are depleted through production.
Reserves may be reduced due to lower than anticipated volume and grade of
reserves mined and processed and recovery rates.
Reserve
estimates are calculated using assumptions regarding metals prices. These prices
have fluctuated widely in the past. Declines in the market price of metals,
as
well as increased production costs, capital costs and reduced recovery rates,
may render reserves uneconomic to exploit, and lead to a reduction in reserves.
Any material reduction in our reserves may lead to increased net losses, reduced
cash flow, asset write-downs and other adverse effects on our results of
operations and financial condition, including difficulty in obtaining financing
and a decrease in our stock price. Reserves should not be interpreted as
assurances of mine life or of the profitability of current or future operations.
No assurance can be given that the amount of metal estimated will be produced
or
the indicated level of recovery of these metals will be realized.
We
have experienced operational problems at our Montana Tunnels
mine.
Since
the
sale of our Florida Canyon and Standard mines in November 2005, all of our
revenues have been derived from our milling operations at the Montana Tunnels
mine, which is a low-grade mine. Historically, the Montana Tunnels mine has
been
unprofitable. During 2004, we experienced problems related to the milling
of
low-grade ore at the Montana Tunnels mine, which negatively affected our
revenues and earnings. Throughout 2005, we experienced operational problems,
particularly in the open pit, leading to the suspension of mining on October
21,
2005 for safety reasons due to increased wall activity in the open pit. After
the suspension of mining and until May 12, 2006, we were able to continue
to
produce gold doré, lead-gold and zinc-gold concentrates from milling low-grade
stockpiled ore. However, on May 12, 2006, all operations ceased at the mine
and
it was placed on care and maintenance. On July 28, 2006, we entered into
a joint
venture agreement with Elkhorn Tunnels, LLC, in respect of the Montana Tunnels
mine pursuant to which Elkhorn Tunnels made financial contributions in exchange
for a 50% interest in the mine. Mill operations recommenced in March 2007.
In
April and May 2008, the mill at the Montana Tunnels mine was shut down for
approximately three weeks due to a crack in the exterior shell of the ball
mill.
There can be no assurances that we will not encounter additional operational
problems at our Montana Tunnels mine in the future.
We
may not achieve our production estimates.
We
prepare estimates of future production for our operations. We develop our
estimates based on, among other things, mining experience, reserve estimates,
assumptions regarding ground conditions and physical characteristics of ores
(such as hardness and presence or absence of certain metallurgical
characteristics) and estimated rates and costs of mining and processing. In
the
past, our actual production from time to time has been lower than our production
estimates and this may be the case in the future.
Each
of
these factors also applies to future development properties not yet in
production and to the Montana Tunnels mine expansion. In the case of mines
we
may develop in the future, we do not have the benefit of actual experience
in
our estimates, and there is a greater likelihood that the actual results
will
vary from the estimates. In addition, development and expansion projects
are
subject to financing contingencies, unexpected construction and start-up
problems and delays.
Our
future profitability depends in part on actual economic returns and actual
costs
of developing mines, which may differ significantly from our estimates and
involve unexpected problems, costs and delays.
We
are
engaged in the development of new ore bodies. Our ability to sustain or increase
our present level of production is dependent in part on the successful
exploration and development of new ore bodies and/or expansion of existing
mining operations. Decisions about the development of Black Fox, the M Pit
expansion at Montana Tunnels and other future projects are subject to the
successful completion of feasibility studies, issuance of necessary governmental
permits and receipt of adequate financing.
Development
projects have no operating history upon which to base estimates of future cash
flow. Our estimates of proven and probable ore reserves and cash operating
costs
are, to a large extent, based upon detailed geologic and engineering analysis.
We also conduct feasibility studies that derive estimates of capital and
operating costs based upon many factors.
It
is
possible that actual costs and economic returns may differ materially from
our
best estimates. It is not unusual in the mining industry for new mining
operations to experience unexpected problems during the start-up phase
and to
require more capital than anticipated. There can be no assurance that the
Black
Fox property that we are developing or any future M Pit expansion at Montana
Tunnels will be profitable.
Our
operations may be adversely affected by risks and hazards associated with the
mining industry.
Our
business is subject to a number of risks and hazards including adverse
environmental effects, technical difficulties due to unusual or unexpected
geologic formations, and pit wall failures.
Such
risks could result in personal injury, environmental damage, damage to and
destruction of production facilities, delays in mining and liability. For some
of these risks, we maintain insurance to protect against these losses at levels
consistent with our historical experience and industry practice. However, we
may
not be able to maintain current levels of insurance, particularly if there
is a
significant increase in the cost of premiums. Insurance against environmental
risks is generally too expensive or not available for us and other companies
in
our industry, and, therefore, we do not maintain environmental insurance. To
the
extent we are subject to environmental liabilities, we would have to pay for
these liabilities. Moreover, in the event that we are unable to fully pay for
the cost of remediating an environmental problem, we might be required to
suspend or significantly curtail operations or enter into other interim
compliance measures.
Mineral
exploration in general, and gold exploration in particular, are speculative
and
are frequently unsuccessful.
Mineral
exploration, particularly for gold and silver, is highly speculative in nature,
capital intensive, involves many risks and frequently is nonproductive. There
can be no assurance that our mineral exploration efforts will be successful.
If
we discover a site with gold or other mineralization, it will take a number
of
years from the initial phases of drilling until production is possible, during
which time the economic feasibility of production may change. Substantial
expenditures are required to establish ore reserves through drilling, to
determine metallurgical processes to extract the metals from the ore and, in
the
case of new properties, to construct mining and processing facilities. As a
result of these uncertainties, no assurance can be given that our exploration
programs will result in the expansion or replacement of existing ore reserves
that are being depleted by current production.
We
have a limited operating history on which to evaluate our potential for future
success.
We
were
formed as a result of a merger in June 2002 and have only a limited operating
history upon which you can evaluate our business and prospects. Over this
period, with the exception of the fiscal year 2007, we have not generated
sufficient revenues to cover our expenses and costs.
The
titles to some of our properties may be uncertain or
defective.
Certain
of our United States mineral rights of the Montana Tunnels mine consist of
“unpatented” mining claims created and maintained in accordance with the U.S.
General Mining Law of 1872. Unpatented mining claims are unique U.S. property
interests, and are generally considered to be subject to greater title risk
than
other real property interests because the validity of unpatented mining claims
is often uncertain. This uncertainty arises, in part, out of the complex
federal
and state laws and regulations that supplement the General Mining Law. Also,
unpatented mining claims and related rights, including rights to use the
surface, are subject to possible challenges by third parties or contests
by the
federal government. The validity of an unpatented mining claim, in terms
of both
its location and its maintenance, is dependent on strict compliance with
a
complex body of federal and state statutory and decisional law. In addition,
there are few public records that definitively control the issues of validity
and ownership of unpatented mining claims.
In
recent
years, the U.S. Congress has considered a number of proposed amendments to
the
General Mining Law. Although no such legislation has been adopted to date,
there
can be no assurance that such legislation will not be adopted in the future.
If
ever adopted, such legislation could, among other things, impose royalties
on
gold production from unpatented mining claims located on federal lands or impose
fees on production from patented mining claims. If such legislation is ever
adopted, it could have an adverse impact on earnings from our operations, could
reduce estimates of our reserves and could curtail our future exploration and
development activity on federal lands or patented claims.
While
we
have no reason to believe that our rights to mine on any of our properties
are
in doubt, title to mining properties are subject to potential claims by third
parties claiming an interest in them and, in September 2006 some of our claims
associated with our Black Fox project were listed as reopened for staking
on the
Ministry of Northern Development and Mines (MNDM) website. Five of these
claims
totaling 185 acres were immediately staked by local prospectors. None of
these
reserves or resources at our Black Fox project are located on the properties
related to these claims. All of these overstaked claims have since been returned
to us.
We
may lose rights to properties if we fail to meet payment requirements or
development or production schedules.
We
derive
the rights to most of our mineral properties from unpatented mining claims,
leaseholds, joint ventures or purchase option agreements which require the
payment of maintenance fees, rents, purchase price installments, exploration
expenditures, or other fees. If we fail to make these payments when they are
due, our rights to the property may lapse. There can be no assurance that we
will always make payments by the requisite payment dates. In addition, some
contracts with respect to our mineral properties require development or
production schedules. There can be no assurance that we will be able to meet
any
or all of the development or production schedules. Our ability to transfer
or
sell our rights to some of our mineral properties requires government approvals
or third party consents, which may not be granted.
We
face substantial governmental regulation.
Safety.
Our
U.S. mining operation is subject to inspection and regulation by the Mine Safety
and Health Administration of the United States Department of Labor (“MSHA”)
under the provisions of the Mine Safety and Health Act of 1977. The Occupational
Safety and Health Administration (“OSHA”) also has jurisdiction over safety and
health standards not covered by MSHA. Our policy is to comply with applicable
directives and regulations of MSHA and OSHA. We have made and expect to make
in
the future, significant expenditures to comply with these laws and
regulations.
Current
Environmental Laws and Regulations.
We must
comply with environmental standards, laws and regulations that may result in
increased costs and delays depending on the nature of the regulated activity
and
how stringently the regulations are implemented by the regulatory authority.
The
costs and delays associated with compliance with such laws and regulations
could
stop us from proceeding with the exploration of a project or the operation
or
future exploration of a mine. Laws and regulations involving the protection
and
remediation of the environment and the governmental policies for implementation
of such laws and regulations are constantly changing and are generally becoming
more restrictive. We have made, and expect to make in the future, significant
expenditures to comply with such laws and regulations.
Some
of
our properties are located in historic mining districts with past production
and
abandoned mines. The major historical mine workings and processing facilities
owned (wholly or partially) by us in Montana are being targeted by the Montana
Department of Environmental Quality (“MDEQ”) for publicly funded cleanup, which
reduces our exposure to financial liability. We are participating with the
MDEQ
under Voluntary Cleanup Plans on those sites. Our cleanup responsibilities
have
been completed at the Corbin Flats Facility and at the Gregory Mine site, both
located in Jefferson County, Montana, under programs involving cooperative
efforts with the MDEQ. MDEQ is also contemplating remediation of the Washington
Mine site at public expense under the Surface Mining Control and Reclamation
Act
of 1977 (“SMCRA”). In February 2004, we consented to MDEQ’s entry onto the
portion of the Washington Mine site owned by us to undertake publicly funded
remediation under SMCRA. In March 2004, we entered into a definitive written
settlement agreement with MDEQ and the Bureau of Land Management (“BLM”) under
which MDEQ will conduct publicly funded remediation of the Wickes Smelter site
under SMCRA and will grant us a site release in exchange for our donation of
the
portion of the site owned by us to BLM for use as a waste repository. However,
there can be no assurance that we will continue to resolve disputed liability
for historical mine and ore processing facility waste sites on such favorable
terms in the future. We remain exposed to liability, or assertions of liability,
that would require expenditure of legal defense costs, under joint and several
liability statutes for cleanups of historical wastes that have not yet been
completed.
Environmental
laws and regulations may also have an indirect impact on us, such as increased
costs for electricity due to acid rain provisions of the Clean Air Act
Amendments of 1990. Charges by refiners to which we sell our metallic
concentrates and products have substantially increased over the past several
years because of requirements that refiners meet revised environmental quality
standards. We have no control over the refiners’ operations or their compliance
with environmental laws and regulations.
Potential
Legislation.
Changes
to the current laws and regulations governing the operations and activities
of
mining companies, including changes to the U.S. General Mining Law of 1872,
and
permitting, environmental, title, health and safety, labor and tax laws, are
actively considered from time to time. We cannot predict which changes may
be
considered or adopted and changes in these laws and regulations could have
a
material adverse impact on our business. Expenses associated with the compliance
with new laws or regulations could be material. Further, increased expenses
could prevent or delay exploration or mine development projects and could
therefore affect future levels of mineral production.
We
are subject to environmental risks.
Environmental
Liability. We
are
subject to potential risks and liabilities associated with environmental
compliance and the disposal of waste rock and materials that could occur as
a
result of our mineral exploration and production. To the extent that we are
subject to environmental liabilities, the payment of such liabilities or the
costs that we may incur to remedy any non-compliance with environmental laws
would reduce funds otherwise available to us and could have a material adverse
effect on our financial condition or results of operations. If we are unable
to
fully remedy an environmental problem, we might be required to suspend
operations or enter into interim compliance measures pending completion of
the
required remedy. The potential exposure may be significant and could have a
material adverse effect on us. We have not purchased insurance for environmental
risks (including potential liability for pollution or other hazards as a result
of the disposal of waste products occurring from exploration and production)
because it is not generally available at a reasonable price or at
all.
Environmental
Permits.
All of
our exploration, development and production activities are subject to regulation
under one or more of the various state, federal and provincial environmental
laws and regulations in Canada, Mexico and the U.S. Many of the regulations
require us to obtain permits for our activities. We must update and review
our
permits from time to time, and are subject to environmental impact analyses
and
public review processes prior to approval of the additional activities. It
is
possible that future changes in applicable laws, regulations and permits or
changes in their enforcement or regulatory interpretation could have a
significant impact on some portion of our business, causing those activities
to
be economically reevaluated at that time. Those risks include, but are not
limited to, the risk that regulatory authorities may increase bonding
requirements beyond our financial capabilities. The posting of bonds in
accordance with regulatory determinations is a condition to the right to operate
under all material operating permits, and therefore increases in bonding
requirements could prevent our operations from continuing even if we were in
full compliance with all substantive environmental laws.
We
face strong competition from other mining companies for the acquisition of
new
properties.
Mines
have limited lives and as a result, we may seek to replace and expand our
reserves through the acquisition of new properties. In addition, there is a
limited supply of desirable mineral lands available in the United States, Canada
and Mexico and other areas where we would consider conducting exploration and/or
production activities. Because we face strong competition for new properties
from other mining companies, most of which have greater financial resources
than
we do, we may be unable to acquire attractive new mining
properties.
We
are dependent on certain key personnel.
We
are
currently dependent upon the ability and experience of R. David Russell, our
President and Chief Executive Officer; Richard F. Nanna, our Senior Vice
President-Exploration; and Melvyn Williams, our Chief Financial Officer and
Senior Vice President-Finance and Corporate Development. We believe that our
success depends on the continued service of our key officers and there can
be no
assurance that we will be able to retain any or all of such officers. We
currently do not carry key person insurance on any of these individuals, and
the
loss of one or more of them could have a material adverse effect on our
operations.
There
may be certain tax risks associated with investments in our
company.
Potential
investors that are United States taxpayers should consider that we could be
considered to be a “passive foreign investment company” (a “PFIC”) for U.S.
federal income tax purposes. Although we believe that we currently are not
a
PFIC and do not expect to become a PFIC in the near future, the tests for
determining PFIC status are dependent upon a number of factors, some of which
are beyond our ability to predict or control, and we can not assure you that
we
will not become a PFIC in the future. If we are or become a PFIC, a U.S.
taxpayer who disposes of (or is deemed to dispose of) our common shares at
a
gain or who receives a so-called “excess distribution” on our common shares
generally would be subject to a special adverse tax regime. Such gains and
excess distributions would be allocated ratably to the U.S. taxpayer’s holding
period. The current year’s allocation would be includible as ordinary income in
the current year. Prior year’s allocations would be taxed at the highest
marginal rate applicable to ordinary income for each such year and would be
subject to interest charges to reflect the value of the U.S. income tax
deferral. Additional special adverse rules also apply to investors who are
U.S.
taxpayers who own our common shares if we are a PFIC and have a non-U.S.
subsidiary that is also a PFIC. Special estate tax rules could be applicable
to
our common shares if we are a PFIC.
Possible
hedging activities could expose us to losses.
In
connection with our borrowing with RMB Australia Holdings Limited, we were
required to enter into hedges on gold, silver, lead and zinc. These hedges
cover
the first quarter 2009 production from the Montana Tunnels mine and represent
approximately 40% of our share of gold and silver and 50% of our share of
lead
production from the Montana Tunnels mine. There is no outstanding hedge on
zinc
production. In the future, we may enter into precious and/or base metals
hedging
contracts that may involve outright forward sales contracts, spot-deferred
sales
contracts, the use of options which may involve the sale of call options
and the
purchase of all these hedging instruments. There can be no assurance that
we
will be able to successfully hedge against price, currency and interest rate
fluctuations. Further, there can be no assurance that the use of hedging
techniques will always be to our benefit. Some hedging instruments may prevent
us from realizing the benefit from subsequent increases in market prices
with
respect to covered production. This limitation would limit our revenues and
profits. Hedging contracts are also subject to the risk that the other party
may
be unable or unwilling to perform its obligations under these contracts.
Any
significant nonperformance could have a material adverse effect on our financial
condition and results of operations.
You
could have difficulty or be unable to enforce certain civil liabilities on
us,
certain of our directors and our experts.
We
are a
Yukon Territory, Canada, corporation. While our chief executive officer is
located in the United States, many of our assets are located outside of the
United States. Additionally, a number of our directors and the experts named
in
this prospectus are residents of Canada. It might not be possible for investors
in the United States to collect judgments obtained in United States courts
predicated on the civil liability provisions of U.S. securities legislation.
It
could also be difficult for you to effect service of process in connection
with
any action brought in the United States upon such directors and experts.
Execution by United States courts of any judgment obtained against us, or any
of
the directors, executive officers or experts identified in this prospectus
or
documents incorporated by reference herein, in United States courts would be
limited to the assets, or the assets of such persons or corporations, as the
case might be, in the United States. The enforceability in Canada of United
States judgments or liabilities in original actions in Canadian courts
predicated solely upon the civil liability provisions of the federal securities
laws of the United States is doubtful.
USE
OF PROCEEDS
All
of
the common shares covered by this prospectus are being sold by the selling
shareholder identified in this prospectus. We will not receive any proceeds
from
the sale by the selling shareholder of these common shares. See “Selling
Shareholder.”
We
are
authorized to issue an unlimited number of common shares, without par value.
As
of November 12, 2008, there were 219,860,257 common shares outstanding.
Dividend
Rights
Holders
of our common shares may receive dividends when, as and if declared by our
board
on the common shares, subject to the preferential dividend rights of any other
classes or series of shares of our company. In no event may a dividend be
declared or paid on the common shares if payment of the dividend would cause
the
realizable value of our company’s assets to be less than the aggregate of its
liabilities and the amount required to redeem all of the shares having
redemption or retraction rights which are then outstanding.
Voting
and Other Rights
Holders
of our common shares are entitled to one vote per share, and in general, all
matters will be determined by a majority of votes cast.
Election
of Directors
All
of
the directors serve from the date of election or appointment until the earlier
of the next annual meeting of the company’s shareholders or the date on which
their successors are elected or appointed in accordance with the provisions
of
our By-laws and Articles of Incorporation. Directors are elected by a majority
of votes cast.
Liquidation
In
the
event of any liquidation, dissolution or winding up of Apollo, holders of the
common shares have the right to a ratable portion of the assets remaining after
payment of liabilities and liquidation preferences of any preferred shares
or
other securities that may then be outstanding.
Redemption
Apollo
common shares are not redeemable or convertible.
Other
Provisions
All
outstanding common shares are, and the common shares offered by this prospectus,
will be, fully paid and non-assessable.
This
section is a summary and may not describe every aspect of our common shares
that
may be important to you. We urge you to read our Articles of Incorporation,
as
amended, and our By-laws, because they, and not this description, define your
rights as a holder of our common shares. See “Where You Can Find More
Information” for information on how to obtain copies of these documents.
CIBC
Mellon Trust Company, 320 Bay Street, P. O. Box 1, Toronto, Ontario M5H
4A6, Canada, is the transfer agent and registrar for our common shares.
The
selling shareholder identified below, or its pledgees, donees, assignees,
transferees or other successors in interest, are selling all of the common
shares being offered under this prospectus.
We
completed a unit offering on July 24, 2008 in which the selling shareholder
purchased 2,400,000 units at a price of Cdn$0.50 per unit. Each unit is
comprised of one common share and one-half of one common share purchase warrant,
with each whole warrant exercisable into one common share at a price of $0.65
per share for 36 months from the closing of the offering. The 3,600,000 common
shares offered hereby are comprised of (i) 2,400,000 common shares included
in
the units and (ii) 1,200,000 common shares issuable upon exercise of the common
share purchase warrants included in the units.
In
connection with the selling shareholder’s purchase of the units, Apollo entered
into an agreement whereby it agreed to register at its expense the shares
underlying the units purchased by the selling shareholder in the unit offering
within 60 days of the closing of the same.
The
table
below includes information regarding ownership of our common stock by the
selling shareholder named therein and the number of shares that may be sold
by
them under this prospectus. The selling shareholder owns more than 10% of
Apollo’s issued and outstanding common shares and, accordingly, may be deemed an
“affiliate” for purposes of U.S. securities laws. We have prepared this table
based on the Schedule 13 D/A filed by the selling shareholder with the SEC
on
July 28, 2008.
The
selling shareholder may offer and sell, from time to time, some or all of the
shares covered by this prospectus. We have registered the shares covered by
this
prospectus for offer and sale by the selling shareholder so that those shares
may be freely sold to the public by it. Registration of the shares covered
by
this prospectus does not mean, however, that those shares necessarily will
be
offered or sold.
| |
|
Shares Beneficially Owned Prior to
the Offering (1)
|
|
Common Shares
Offered Hereby
|
|
Shares Beneficially
Owned After Sale of Common
Shares Offered Hereby
|
|
|
Name
and Address
of
Beneficial Owner
|
|
Number
|
|
Percentage
(3)
|
|
Number
|
|
Number
(2)
|
|
Percentage
(3)
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
St
Andrew Goldfields Ltd.(4)
1540
Cornwall Road
Suite
212
Oakville,
Ontario
Canada
L6J 7W5
|
|
|
31,924,700(5)
|
|
|
14.52%
|
|
|
3,600,000
|
|
|
28,324,700
|
|
|
12.88%
|
|
(1)
Pursuant to Rule 13d-3 of the Exchange Act, a person is deemed to be the
beneficial owner of a security if that person has the right to acquire
beneficial ownership of such security within 60 days, including the right to
acquire through the exercise of an option or warrant or through the conversion
of a security.
(2)
Assumes that all of the shares currently beneficially owned by the selling
shareholder and registered hereunder are sold and the selling shareholder
acquires no additional common shares before the completion of this
offering.
(3)
The
percentage ownership for the selling shareholder is based on 219,860,257
common
shares outstanding as of November 12, 2008.
(4)
The
selling shareholder owns more than 10% of Apollo’s issued and outstanding common
shares and, accordingly, may be deemed an “affiliate” for purposes of U.S.
securities laws. Herbert Abramson, Stephen Burns, Jacques Perron, Paul C.
Jones,
Warren Seyffert, Bernard Kraft, Gerald A. Slan, Louis Gignac, Ben Au, Linda
Weinzettl, Michael Michaud and Duncan Middlemiss are officers and/or directors
of St Andrew and exercise the voting and dispositive powers with regard to
the
shares being offered by this selling shareholder.
(5)
Comprised of (i) 30,724,700 common shares and (ii) 1,200,000 common shares
issuable upon exercise of the common shares purchase warrants purchased by
the
selling shareholder in the unit offering completed on July 24,
2008.
The
common shares covered by this prospectus are being registered to permit public
secondary trading of these securities by the holders thereof from time to time
after the date of this prospectus. All of the common shares covered by this
prospectus are being sold by the selling shareholder or its pledgees, donees,
assignees, transferees or other successors-in-interest. We will not receive
any
of the proceeds from the sale of these shares.
The
selling shareholder and its pledgees, assignees, donees, or other
successors-in-interest who acquire their shares after the date of this
prospectus may sell the common shares directly to purchasers or through
broker-dealers or agents.
The
common shares may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined
at
the time of sale, or at negotiated prices. Sales may be effected in
transactions, which may involve block transactions or crosses:
| |
·
|
through
the American Stock Exchange or on any national securities exchange
or
quotation service on which the common shares may be listed or quoted
at
the time of sale;
|
| |
·
|
through
the Toronto Stock Exchange in compliance with Canadian securities
laws and
rules of the Toronto Stock Exchange through registered
brokers;
|
| |
·
|
in
the over-the-counter market;
|
| |
·
|
in
transactions otherwise than on exchanges or quotation services,
or in the
over-the counter market;
|
| |
·
|
through
the exercise of purchased or written options;
or
|
| |
·
|
through
any other method permitted under applicable
law.
|
In
connection with sales of the common shares or otherwise, the selling shareholder
may enter into hedging transactions with broker-dealers, which may in turn
engage in short sales of the shares in the course of hedging the positions
they
assume. The selling shareholder may also sell short the shares and deliver
the
shares to close out short positions, or loan or pledge the shares to
broker-dealers that in turn may sell the shares.
The
aggregate proceeds to the selling shareholder from the sale of the common shares
offered hereby will be the purchase price of the common shares less discounts
and commissions, if any, paid to broker-dealers. The selling shareholder
reserves the right to accept and, together with its agents from time to time,
to
reject, in whole or in part, any proposed purchase of common shares to be made
directly or through agents.
In
order
to comply with the securities laws of some states, if applicable, the common
shares may be sold in these jurisdictions only through registered or licensed
brokers or dealers. In addition, in some states the shares may not be sold
unless they have been registered or qualified for sale or an exemption from
registration or qualification requirements is available and is complied
with.
The
selling shareholder may sell the shares to or through broker-dealers, who may
receive compensation in the form of discounts, concessions or commissions from
the selling shareholders or the purchasers. The selling shareholder and any
broker-dealers or agents that participate in the sale of the common shares
may
be determined to be “underwriters” within the meaning of Section 2(11) of the
Securities Act. Any discounts, commissions, concessions or profit they earn
on
any resale of the shares may be underwriting discounts and commissions under
the
Securities Act. If the selling shareholder is an “underwriter” within the
meaning of Section 2(11) of the Securities Act, it will be subject to the
prospectus delivery requirements of the Securities Act.
If
required, we will distribute a supplement to this prospectus describing any
material changes in the terms of this offering. We may suspend the use of this
prospectus if we notify the selling shareholders that our board of directors
has
determined that the sale of our common shares at such time would be detrimental
to us and our stockholders or if material non-public information exists that
must be disclosed so that this prospectus, as in effect, does not include an
untrue statement of a material fact or omit to state a material fact required
to
make the statements in this prospectus not misleading.
TAX
CONSIDERATIONS
U.S.
Federal Income Tax Considerations
The
following is a summary of the material anticipated U.S. federal income tax
consequences regarding the acquisition, ownership and disposition of our
common
shares. This summary applies to you only if you hold such common shares as
a
capital asset and are eligible for benefits under the Convention between
the
United States of America and Canada with Respect to Taxes on Income and on
Capital signed on September 26, 1980, as amended and currently in force,
which
we refer to as the U.S.-Canada tax treaty. This summary is based upon the
U.S.
Internal Revenue Code of 1986, as amended, which we refer to as the Code,
regulations promulgated under the Code, administrative rulings and judicial
decisions and the U.S.-Canada tax treaty as in effect on the date of this
prospectus. Changes in the laws may alter the tax treatment of our common
shares, possibly with retroactive effect.
This
summary is general in nature and does not address the effects of any state
or
local taxes, or the tax consequences in jurisdictions other than the United
States. In addition, it does not address all tax consequences that may be
relevant to you in your particular circumstances, nor does it apply to you
if
you are a holder with a special status, such as:
|
|
· |
a
person that owns, or is treated as owning under certain ownership
attribution rules, 5% or more of our voting
shares;
|
|
|
· |
a broker,
dealer or trader in securities or currencies;
|
|
|
· |
a
bank, mutual fund, life insurance company or other financial
institution;
|
|
|
· |
a
tax-exempt organization;
|
|
|
· |
a
qualified retirement plan or individual retirement account;
|
|
|
· |
a
person that holds our common shares as part of a straddle, hedge,
constructive sale or other integrated transaction for tax
purposes;
|
|
|
· |
a
partnership, S corporation, small business investment company or
pass-through entity;
|
|
|
· |
an
investor in a partnership, S corporation, small business investment
company or pass-through
entity;
|
|
|
· |
a
person whose functional currency for tax purposes is not the U.S.
dollar;
|
|
|
· |
a
person liable for alternative minimum tax;
|
|
|
· |
a
U.S. Holder (as defined below) who is a resident or deemed to be
a
resident in Canada pursuant to the Income Tax Act (Canada);
and
|
|
|
· |
a
Non-U.S. Holder (as defined below) that has a trade or business
in the
United States, or is an individual that either has a tax home in
the
United States or is present within the United States for 183 days
or more
during the taxable year.
|
If
a
partnership (including for this purpose any entity treated as a partnership
for
U.S. federal income tax purposes) holds our common shares, the tax treatment
of
a partner will generally depend upon the status of the partner and upon the
activities of the partnership. A partner of a partnership that owns or may
acquire our common shares should consult the partner’s tax advisor regarding the
specific tax consequences of the acquisition and ownership of our common
shares.
We
believe that we are not, have not at any time been and will not be after
this
offering a “controlled foreign corporation” as defined in Section 957(a) of the
Code, although we can provide no certainty regarding this
position.
YOU
SHOULD CONSULT YOUR OWN ADVISOR REGARDING THE TAX CONSEQUENCES OF THE
ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON SHARES IN LIGHT OF YOUR
PARTICULAR CIRCUMSTANCES.
U.S.
Holders
The
following discussion applies to you if you are a “U.S. Holder.” For purposes of
this discussion, a “U.S. Holder” means a beneficial owner of a common share that
is, for U.S. federal income tax purposes:
|
|
· |
an
individual citizen or resident of the United States (including
an alien
who is a “green card” holder or who is present in the United States for 31
days or more in the calendar year and meets certain other
requirements);
|
|
|
· |
a
corporation created or organized in or under the laws of the United
States
or any political subdivision
thereof;
|
|
|
· |
an
estate the income of which is subject to U.S. federal income taxation
regardless of its source; or
|
|
|
· |
a
trust (1) that validly elects to be treated as a U.S. person for
U.S.
federal income tax purposes, or (2) the administration over which
a U.S.
court can exercise primary supervision and all of the substantial
decisions of which one or more U.S. persons have the authority
to
control.
|
Distributions
We
do not
anticipate paying dividends in the foreseeable future. However, subject to
the
discussion under “— Passive foreign investment company,” below, the gross amount
of distributions, if any, payable by us on our common shares generally would
be
treated as dividend income to the extent paid out of current or accumulated
earnings and profits. Such
dividends will generally be “qualified dividends” in the hands of individual
U.S. Holders and will be generally subject to a 15% maximum individual U.S.
federal income tax rate for qualified dividends received in taxable years
beginning before January 1, 2011. A corporation may be eligible for a dividends
received deduction under Section 243 of the Code.
A
distribution on our shares in excess of current or accumulated earnings and
profits will be treated as a tax-free return of capital to the extent of
the
U.S. Holder’s adjusted basis in such shares and then as capital gain. See “—
Sale or other disposition of common shares” below.
Canadian
withholding tax on dividend distributions paid by us to a U.S. Holder is
generally reduced to 15% pursuant to the U.S.-Canada tax treaty. U.S. Holders
generally may claim the amount of any Canadian income taxes withheld either
as a
deduction from gross income or as a credit against U.S. federal income tax
liability, subject to numerous complex limitations that must be determined
and
applied on an individual basis. A
U.S.
Holder’s ability to claim such a credit against U.S. federal income tax
liability may be limited to the extent that dividends on our common
shares are treated as U.S.-source
income for U.S. foreign tax credit purposes. To the extent that a distribution
with respect to our common shares
is paid
from earnings and profits accumulated by a domestic corporation engaged in
a
U.S. trade or business
(such as
a U.S. subsidiary), any such income would be treated as U.S.-source income
for
U.S. foreign tax credit purposes.
Sale
or other disposition of common shares
Subject
to the discussion under “— Passive foreign investment company” below, in
general, if you sell or otherwise dispose of our common shares in a taxable
disposition:
|
|
· |
you
will recognize gain or loss equal to the difference (if any) between
the
U.S. dollar value of the amount realized on such sale or other
taxable
disposition and your adjusted tax basis in such common shares;
|
|
|
· |
any
gain or loss will be capital gain or loss and will be long-term
capital
gain or loss if your holding period for the common shares sold
is more
than one year at the time of such sale or other taxable disposition;
and
|
|
|
· |
any
gain or loss will generally be treated as U.S.-source income for
U.S.
foreign tax credit purposes, although special rules apply to U.S.
Holders
who have a fixed place of business outside the United States to
which this
gain is attributable.
|
Long-term
capital gains of individual taxpayers are generally subject to a 15% maximum
U.S. federal income tax rate for capital gains recognized in taxable years
beginning before January 1, 2011. The deductibility of capital losses is
subject
to limitations.
If
you
are a cash basis taxpayer who receives foreign currency, such as Canadian
dollars, in connection with a sale or other taxable disposition of our common
shares, the amount realized will be based on the U.S. dollar value of the
foreign currency received with respect to such common shares, as determined
on
the settlement date of such sale or other taxable
disposition.
If
you
are an accrual basis taxpayer who receives foreign currency in a sale or
other
taxable disposition of our common shares, you generally may elect the same
treatment required of cash basis taxpayers with respect to a sale or other
taxable disposition of such common shares, provided the election is applied
consistently from year to year. The election may not be changed without the
consent of the IRS. If you are an accrual basis taxpayer and do not elect
to be
treated as a cash basis taxpayer (pursuant to the U.S. Treasury Regulations
applicable to foreign currency transactions) for this purpose, you might
have a
foreign currency gain or loss for U.S. federal income tax purposes because
of
differences between the U.S. dollar value of the foreign currency received
on
the date of the sale (or other taxable disposition) of our common shares
and the
date of payment. Any such currency gain or loss generally will be treated
as
ordinary income or loss and would be in addition to gain or loss, if any,
recognized on the sale (or other taxable disposition) of our common
shares.
Passive
foreign investment company
PFIC
Rules Generally.
U.S.
Holders of our common shares would be subject to a special, adverse tax regime
(that would differ in certain respects from that described above) if we were
or
were to become a passive foreign investment company (“PFIC”) for U.S. federal
income tax purposes. The tests for determining PFIC status are applied annually
and are dependent upon a number of factors, some of which are beyond our
control. We do not expect to be a PFIC for the 2008 tax year, although we
can provide no certainty concerning this result. For 2009 and later tax years,
we can provide no assurance concerning whether we will be a
PFIC.
In
general terms, we will be a PFIC for any tax year in which either (i) 75%
or
more of our gross income is passive income (the “income test”) or (ii) the
average percentage, by fair market value, of our assets that produce or are
held
for the production of passive income is 50% or more (the “asset test”). “Passive
income” includes, for example, dividends, interest, certain rents and royalties,
certain gains from the sale of stock and securities, and certain gains from
commodities transactions. For example, we could be a PFIC for a tax year
if we
have (i) losses from sales activities but interest income (and/or other passive
income) that exceeds those losses or (ii) positive gross profit from sales
but
interest income (and/or other passive income) constitutes 75% or more of
our
total gross income. In such situations, we could be a PFIC even without
recognizing substantial amounts of passive income.
If
we
were, or were to become, a PFIC for any year in which a U.S. Holder owns
our
common shares, gain on a disposition or deemed disposition of our common
shares,
and certain distributions with respect to our common shares (so-called “excess
distributions”), would be subject to a special adverse tax regime. Such gains
and excess distributions would be allocated ratably to the U.S. Holder’s holding
period. The portion
of such gains and excess distributions allocable to the current tax year
would
be includible as ordinary income in the current
tax.year.
The
U.S. Holder would be taxed on prior years’ allocations at the highest marginal
rates applicable to ordinary income for each such year and would be subject
to
interest charges to reflect the value of the U.S. income tax deferral. U.S.
Holders must report any gains or distributions received from a PFIC by filing
a
Form 8621 with their returns.
Certain
elections may sometimes be used to reduce the adverse impact of the PFIC
rules
on U.S. Holders (“qualifying electing fund” (“QEF”) and “mark-to-market”
elections), but these elections may accelerate the recognition of taxable
income
and may result in the recognition of ordinary income. The
PFIC
rules are extremely complex, and shareholders are urged to consult their
own tax
advisers regarding the potential consequences to them of Apollo being classified
as a PFIC.
QEF
Election to Reduce Impact of PFIC Rules.
The
rules described above for "excess distributions" will not apply to a U.S.
Holder
if the U.S. Holder makes a QEF election for the first taxable year of the
U.S.
Holder's holding period for our common shares during which we are a PFIC
and we
comply with specified reporting requirements. A QEF election for a taxable
year
generally must be made on or before the due date (as may be extended) for
filing
the taxpayer's U.S. federal income tax return for the year. A U.S. Holder
who
makes a QEF election generally must report on a current basis his or her
share
of our ordinary income and net capital gain for any taxable year in which
we are
a PFIC, whether or not we distribute those earnings.
Upon
request, we will use reasonable best efforts to provide to a U.S. Holder
who
makes a request the information required to make a QEF election no later
than
ninety days after the request. A U.S. Holder who makes a QEF election must
file
a Form 8621 with their annual return.
Mark-to-Market
Election to Reduce Impact of PFIC Rules.
If we
become a PFIC, a U.S. Holder of our common shares may elect to recognize
any
gain or loss on our common shares on a mark-to-market basis at the end of
each
taxable year, so long as the common shares are regularly traded on a qualifying
exchange. The mark-to-market election under the PFIC rules is an alternative
to
the QEF election. We believe
our common shares will be regularly traded on a qualifying exchange, but
we cannot
provide assurance that our common shares will be considered regularly traded
on
a qualifying exchange for all years in which we may be a PFIC. A U.S. Holder
who
makes a mark-to-market election generally must recognize as ordinary income
all
appreciation inherent in the U.S. Holder’s investment in our common shares on a
mark-to-market basis and may recognize losses inherent in our common shares
only
to the extent of prior mark-to-market gain recognition. The mark-to-market
election must be made by the due date (as may be extended) for filing the
taxpayer's federal income tax return for the first year in which the election
is
to take effect. A
U.S.
Holder who makes a mark-to-market election must file a Form 8621 with their
annual return.
Rules
for Lower-Tier PFIC Subsidiaries.
Special
adverse rules apply to U.S. Holders of our common shares for any year in
which
we are a PFIC and have a non-U.S. subsidiary that is also a PFIC (a “lower tier
PFIC”). If we are a PFIC and a U.S. Holder of our common shares does not make
a
QEF election (as described above) in respect of any lower tier PFIC, the
U.S.
Holder could incur liability for the deferred tax and interest charge described
above if (i) we receive a distribution from, or dispose of all or part of
our
interest in, the lower tier PFIC or (ii) the U.S. Holder disposes of all
or part
of our common shares. A QEF election that is made for our common shares will
not
apply to a lower tier PFIC although
a separate QEF election might be made with respect to a lower-tier PFIC.
We will
use reasonable best efforts to cause a lower-tier PFIC to provide
the
information necessary for
an
effective QEF election to be made with respect to such lower-tier
PFIC.
Moreover, a mark-to-market election (as described above) is not available
for
lower-tier PFICs.
Non-U.S.
Holders
The
following summary applies to you if you are a non-U.S. Holder of our common
shares. A non-U.S. Holder is a beneficial owner of a common share that is
not a
U.S. Holder.
Distributions
In
general, you will not be subject to U.S. federal income tax or withholding
tax
on dividends, if any, received from us with respect to our common shares,
unless
such income is (i) effectively connected with your conduct of a trade or
business in the United States or (ii) if a treaty applies, such income is
attributable to a permanent establishment or fixed base you maintain in the
United States.
Sale
or other disposition of common shares
In
general, you will not be subject to U.S. federal income tax on any gain realized
upon the sale or other disposition of our common shares
unless:
|
|
· |
such
gain is effectively connected with your conduct of a U.S. trade
or
business or, if a treaty applies, such gain is attributable to
a permanent
establishment or fixed base you maintain in the United States;
or
|
|
|
· |
you
are an individual who is present in the United States for 183 days
or more
during the taxable year of disposition or have a tax home in the
United
States, and certain other requirements are
met.
|
Information
reporting and backup withholding
U.S.
Holders of our common shares may be subject to information reporting and
may be
subject to backup withholding (currently at a rate of 28%) on distributions
on
our common shares or on the proceeds from a sale or other disposition of
our
common shares paid within the United States. Payments of distributions on,
or
the proceeds from the sale or other disposition of, our common shares to
or
through a foreign office of a broker generally will not be subject to backup
withholding, although information reporting may apply to those payments in
certain circumstances. Backup withholding will generally not apply, however,
to
a U.S. Holder who:
|
|
· |
furnishes
a correct taxpayer identification number and certifies that the
U.S.
Holder is not subject to backup withholding on IRS Form W-9 (or
substitute
form); or
|
|
|
· |
is
otherwise exempt from backup
withholding.
|
In
general, a non-U.S. Holder will not be subject to information reporting and
backup withholding. However, a non-U.S. Holder may be required to establish
an
exemption from information reporting and backup withholding by certifying
the
non-U.S. Holder’s non-U.S. status on Form W-8BEN.
Backup
withholding is not an additional tax. Any amounts withheld from a payment
to a
holder under the backup withholding rules may be credited against the holder’s
U.S. federal income tax liability, and a holder may obtain a refund of any
excess amounts withheld by filing the appropriate claim for refund with the
IRS
in a timely manner.
LEGAL
MATTERS
Lackowicz,
Shier & Hoffman has provided its opinion on the validity of the common
shares offered by this prospectus.
The
consolidated financial statements incorporated in this prospectus by reference
from our Annual Report on Form 10-K for the years ended December 31,
2007, 2006 and 2005 have been audited by Deloitte & Touche LLP,
independent registered chartered accountants, as stated in their report, which
report expresses an unqualified opinion on the financial statements and
includes a separate report titled Comments by Independent Registered Chartered
Accountants on Canada — United States of America Reporting Differences
referring to changes in accounting principles and substantial doubt on our
ability to continue as a going concern, which is incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
Our
Montana Tunnels reserves at December 31, 2007 incorporated by reference
herein were prepared by us and SRK Consulting (US), Inc. All information
regarding reserves incorporated by reference herein is in reliance upon the
authority of that form as experts in such matters.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITY
The
Business Corporations Act (Yukon Territory) imposes liability on officers and
directors for breach of fiduciary duty except in certain specified
circumstances, and also empowers corporations organized under Yukon Territory
law to indemnify officers, directors, employees and others from liability in
certain circumstances such as where the person successfully defended himself
on
the merits or acted in good faith in a manner reasonably believed to be in
the
best interests of the corporation.
Our
By-laws, with certain exceptions, eliminate any personal liability of our
directors and officers to us or our shareholders for monetary damages arising
from such person’s performance as a director or officer, provided such person
has acted in accordance with the requirements of the governing statute. Our
By-laws also provide for indemnification of directors and officers, with certain
exceptions, to the full extent permitted under law which includes all liability,
damages and costs or expenses arising from or in connection with service for,
employment by, or other affiliation with us to the maximum extent and under
all
circumstances permitted by law.
We
maintain insurance policies under which our directors and officers are insured,
within the limits and subject to the limitations of the policies, against
expenses in connection with the defense of actions, suits or proceedings, and
certain liabilities that might be imposed as a result of such actions, suits
or
proceedings, to which they are parties by reason of being or having been a
director or officer of Apollo.
You
should rely only on the information incorporated by reference or provided in
this prospectus or any supplement to this prospectus. We have authorized no
one
to provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus is accurate as of any date other than
the date on the front of this prospectus.
APOLLO
GOLD CORPORATION
3,600,000
COMMON
SHARES
PROSPECTUS
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item 14. Other
Expenses of Issuance and Distribution.
We
will
pay all expenses in connection with the issuance and distribution of the
securities being registered. The following table is an itemized statement of
these expenses, other than underwriting discounts and commissions:
|
SEC
registration fee
|
|
$
|
36.79
|
|
|
AMEX
listing fee
|
|
$
|
0
|
|
|
Legal
fees and other expenses
|
|
$
|
10,000
|
* |
|
Accountant’s
fees and expenses
|
|
$
|
15,000
|
|
|
Trustee
and transfer agent fees
|
|
$
|
0
|
|
|
Printing
and engraving
|
|
$
|
0
|
|
|
Miscellaneous
|
|
$
|
0
|
|
|
Total
|
|
$
|
25,036.79
|
|
All
of
the above expenses are estimated except the AMEX listing fee and the SEC
registration fee.
*
The
common shares registered under this registration statement were issued in
connection with our unit offering completed on July 24, 2008. As disclosed
in
the prospectus supplement filed with the SEC on July 23, 2008 in connection
with
the unit offering, we estimated that we incurred $250,000 in legal fees and
other expenses (excluding underwriting
discounts and commissions) in connection with the unit offering.
Item 15. Indemnification
of Officers and Directors.
The
Business Corporations Act (Yukon Territory) imposes liability on officers and
directors for breach of fiduciary duty except in certain specified
circumstances, and also empowers corporations organized under Yukon Territory
law to indemnify officers, directors, employees and others from liability in
certain circumstances such as where the person successfully defended himself
on
the merits or acted in good faith in a manner reasonably believed to be in
the
best interests of the corporation.
Our
By-laws, with certain exceptions, eliminate any personal liability of our
directors and officers to us or our shareholders for monetary damages arising
from such person’s performance as a director or officer, provided such person
has acted in accordance with the requirements of the governing statute. Our
By-laws also provide for indemnification of directors and officers, with certain
exceptions, to the full extent permitted under law which includes all liability,
damages and costs or expenses arising from or in connection with service for,
employment by, or other affiliation with us to the maximum extent and under
all
circumstances permitted by law.
We
maintain insurance policies under which our directors and officers are insured,
within the limits and subject to the limitations of the policies, against
expenses in connection with the defense of actions, suits or proceedings, and
certain liabilities that might be imposed as a result of such actions, suits
or
proceedings, to which they are parties by reason of being or having been a
director or officer of Apollo.
Item 16.
Exhibits.
|
Exhibit
No.
|
|
Description
|
|
4.1
|
|
Sample
Certificate of Common Shares of the Registrant, filed with the
SEC on June
23, 2003 as Exhibit 4.1 to the Registration Statement on Form 10
|
|
4.2
|
|
Shareholder
Rights Plan Agreement, dated January 17, 2007, by and between Apollo
Gold
Corporation and CIBC Mellon Trust Company filed with the SEC on
January
19, 2007 as Exhibit 4.1 to the Current Report on Form
8-K
|
|
5.1
|
|
Opinion
of Lackowicz, Shier & Hoffman
*
|
|
21.1
|
|
List
of subsidiaries of the Registrant, filed with the SEC on March
25, 2008 as
Exhibit 21.1 to the Form 10-K
|
|
23.1
|
|
Consent
of Lackowicz, Shier & Hoffman (included in
Exhibit 5.1)
|
|
23.2
|
|
Consent
of Deloitte & Touche LLP *
|
|
23.3
|
|
Consent
of SRK Consulting (US), Inc. filed with the SEC on March 25, 2008
as
Exhibit 23.2 to the Annual Report on Form 10-K
|
|
24.1
|
|
Power
of Attorney (previously
filed)
|
*
Filed
herewith
Item 17. Undertakings.
| (a) |
The
undersigned registrant hereby
undertakes:
|
| (1) |
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
|
|
|
(i) |
To
include any prospectus required by section 10(a)(3) of the Securities
Act
of 1933;
|
|
|
(ii) |
To
reflect in the prospectus any facts or events arising after the
effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of
securities offered (if the total dollar value of securities offered
would
not exceed that which was registered) and any deviation from the
low or
high end of the estimated maximum offering range may be reflected
in the
form of prospectus filed with the Commission pursuant to Rule 424(b)
if,
in the aggregate, the changes in volume and price represent no
more than a
20% change in the maximum aggregate offering price set forth in
the
“Calculation of Registration Fee” table in the effective registration
statement;
|
|
|
(iii) |
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
…
|
|
(B) |
Paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply
if the
registration statement is on Form S-3 or Form F-3 and the information
required to be included in a post-effective amendment by those
paragraphs
is contained in reports filed with or furnished to the Commission
by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus
filed
pursuant to Rule 424(b) that is part of the registration
statement.
|
| (2) |
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be
a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be
the initial
bona fide offering thereof.
|
| (3) |
To
remove from registration by means of a post-effective amendment
any of the
securities being registered which remain unsold at the termination
of the
offering.
|
…
| (5) |
That,
for the purpose of determining liability under the Securities Act
of 1933
to any purchaser:
|
|
|
(i) |
If
the registrant is relying on Rule
430B:
|
|
|
(A)
|
Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be
deemed to be part of the registration statement as of the date
the filed
prospectus was deemed part of and included in the registration
statement;
and
|
|
|
(B) |
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or
(b)(7) as part of a registration statement in reliance on Rule
430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii),
or (x)
for the purpose of providing the information required by section
10(a) of
the Securities Act of 1933 shall be deemed to be part of and included
in
the registration statement as of the earlier of the date such form
of
prospectus is first used after effectiveness or the date of the
first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of
the issuer
and any person that is at that date an underwriter, such date shall
be
deemed to be a new effective date of the registration statement
relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall
be deemed
to be the initial bona
fide offering
thereof; provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made
in a document incorporated or deemed incorporated by reference
into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale
prior to
such effective date, supersede or modify any statement that was
made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such
effective
date; or
|
|
|
(ii) |
If
the registrant is subject to Rule 430C, each prospectus filed
pursuant to
Rule 424(b) as part of a registration statement relating to an
offering,
other than registration statements relying on Rule 430B or other
than
prospectuses filed in reliance on Rule 430A, shall be deemed
to be part of
and included in the registration statement as of the date it
is first used
after effectiveness; provided, however, that no statement made
in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated
by
reference into the registration statement or prospectus that
is part of
the registration statement will, as to a purchaser with a time
of contract
of sale prior to such first use, supersede or modify any statement
that
was made in the registration statement or prospectus that was
part of the
registration statement or made in any such document immediately
prior to
such date of first use.
|
…
| (b) |
The
undersigned registrant hereby undertakes that, for purposes of
determining
any liability under the Securities Act of 1933, each filing of
the
registrant’s annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each
filing of
an employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference
in the
registration statement shall be deemed to be a new registration
statement
relating to the securities offered therein, and the offering of
such
securities at that time shall be deemed to be the initial bona
fide
offering thereof.
|
…
| (h) |
Insofar
as indemnification for liabilities arising under the Securities
Act of
1933 may be permitted to directors, officers and controlling persons
of
the registrant pursuant to the foregoing provisions, or otherwise,
the
registrant has been advised that in the opinion of the Securities
and
Exchange Commission such indemnification is against public policy
as
expressed in the Act and is, therefore, unenforceable. In the event
that a
claim for indemnification against such liabilities (other than
the payment
by the registrant of expenses incurred or paid by a director, officer
or
controlling person of the registrant in the successful defense
of any
action, suit or proceeding) is asserted by such director, officer
or
controlling person in connection with the securities being registered,
the
registrant will, unless in the opinion of its counsel the matter
has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against
public policy as expressed in the Act and will be governed by the
final
adjudication of such issue.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing a registration statement on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado, on November 12,
2008.
| APOLLO
GOLD CORPORATION |
| |
|
| By:
|
/s/
Melvyn Williams
|
|
Melvyn
Williams, Chief Financial Officer and Senior Vice
President
- Finance and Corporate Development
|
| |
|
| By: |
/s/
R. David Russell
|
|
R. David
Russell, President and Chief Executive Officer,
Director
and Authorized U.S.
Representative
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
|
Signature
|
|
Title
|
|
Date
|
|
/s/
R. David Russell
|
|
President
and Chief Executive
|
|
|
|
R. David
Russell
|
|
Officer,
and Director
(Principal
Executive Officer)
|
|
November
12, 2008
|
| |
|
|
|
|
|
/s/
Melvyn Williams
|
|
Chief
Financial Officer and Senior Vice
|
|
|
|
Melvyn
Williams
|
|
President
- Finance and Corporate
Development
(Principal Financial and
Accounting
Officer)
|
|
November
12, 2008
|
| |
|
|
|
|
|
*
|
|
Chairman
of the Board of Directors
|
|
|
|
Charles
E. Stott
|
|
|
|
November
12, 2008
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
G. Michael
Hobart
|
|
Director
|
|
November
12, 2008
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
Robert
W. Babensee
|
|
Director
|
|
November
12, 2008
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
W.
S. Vaughan
|
|
Director
|
|
November
12, 2008
|
| |
|
|
|
|
|
*
|
|
|
|
|
|
David
W. Peat
|
|
Director
|
|
November
12, 2008
|
|
|
|
|
|
|
|
*
|
|
|
|
|
|
Marvin
K. Kaiser
|
|
Director
|
|
November
12, 2008
|
| |
|
|
|
|
|
*
By: /s/ Melvyn Williams
|
|
|
|
|
|
Melvyn
Williams
Attorney-in-fact
|
|
|
|
November
12, 2008
|
EXHIBIT
INDEX
|
Exhibit
No.
|
|
Description
|
|
4.1
|
|
Sample
Certificate of Common Shares of the Registrant, filed with the
SEC on June
23, 2003 as Exhibit 4.1 to the Registration Statement on Form 10
|
|
4.2
|
|
Shareholder
Rights Plan Agreement, dated January 17, 2007, by and between Apollo
Gold
Corporation and CIBC Mellon Trust Company filed with the SEC on
January
19, 2007 as Exhibit 4.1 to the Current Report on Form
8-K
|
|
5.1
|
|
Opinion
of Lackowicz, Shier & Hoffman *
|
|
21.1
|
|
List
of subsidiaries of the Registrant, filed with the SEC on March
25, 2008 as
Exhibit 21.1 to the Form 10-K
|
|
23.1
|
|
Consent
of Lackowicz, Shier & Hoffman (included in
Exhibit 5.1)
|
|
23.2
|
|
Consent
of Deloitte & Touche LLP *
|
|
23.3
|
|
Consent
of SRK Consulting (US), Inc. filed with the SEC on March 25, 2008
as
Exhibit 23.2 to the Annual Report on Form 10-K
|
|
24.1
|
|
Power
of Attorney (previously
filed)
|
*
Filed
herewith.