Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): February 16, 2009
APOLLO
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
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Yukon
Territory,
Canada
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1-31593
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Not
Applicable
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File
Number)
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(I.R.S.
Employer Identification Number)
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5655
South Yosemite Street, Suite 200
Greenwood
Village, Colorado
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80111-3220
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (720) 886-9656
No
Change
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT
On
February 23, 2007, Apollo Gold Corporation (the “Company”) concluded a private
placement pursuant to which it sold US$8,580,000 aggregate principal amount of
convertible debentures due February 23, 2009 (the “Convertible
Debentures”). Each US$1,000 principal amount of the Convertible
Debentures is convertible at the option of the holder into 2,000 of the
Company’s common shares, at any time until February 23, 2009 (the “Maturity
Date”). Additionally, each US$1,000 principal amount of the
Convertible Debentures includes 2,000 common share purchase warrants entitling
the holder thereof to purchase one of the Company’s common shares at an exercise
price of US$0.50 per share, which such warrants expire on the Maturity Date (the
“Warrants”). The Company filed a Form 8-K with the Securities and
Exchange Commission (“SEC”) on February 26, 2007 disclosing the terms of the
Convertible Debentures, the Warrants and the private placement pursuant to which
such securities were issued.
RAB
Special Situations (Master) Fund Limited (”RAB”), the largest holder of the
Convertible Debentures and Warrants, owns US$4,290,000 aggregate principal
amount of Convertible Debentures (on which US$772,200 of interest will be
accrued and unpaid on the Maturity Date) and 8,580,000 Warrants. The
Company and RAB have agreed to extend the maturity date of the Convertible
Debentures owned by RAB to February 23, 2010. Furthermore, RAB has
agreed that the Company shall have the option to repay on February 23, 2009 the
US$772,200 of accrued interest on RAB’s Convertible Debentures in
either common shares of the Company or cash. If the Company
elects to pay the accrued interest in common shares, the number of common shares
would be calculated by dividing the accrued interest owed by the US dollar
equivalent of the volume weighted average market price of the Company’s common
shares as quoted on the Toronto Stock Exchange during the five-day period ending
February 23, 2009. In consideration for the foregoing, the Company
(i) agreed to issue 2,000,000 common shares of the Company to RAB on February
23, 2009 (the “RAB Shares”), (ii) extended the expiration date of the Warrants
issued to RAB to March 5, 2010 (the “RAB Warrants”) and (iii) reduced the
exercise price of the RAB Warrants from US$0.50 to US$0.25. The
foregoing amendments to the RAB Warrants are effective March 5,
2009.
The terms
and conditions of the US$3,148,100 aggregate principal amount of Convertible
Debentures and Warrants not owned by RAB have not been amended and remain
unchanged.
The
issuance of the RAB Shares and any shares issued to RAB as payment for the
US$772,000 of accrued interest on RAB’s Convertible Debentures (as described in
the immediately preceding paragraph) will be registered with the SEC on the
Company’s shelf registration statement on Form S-3 (Registration No.
333-150431). In addition, the Company has agreed to register the
resale of the common shares underlying the RAB Warrants and the Convertible
Debentures held by RAB with the U.S. Securities and Exchange
Commission.
The
foregoing description does not purport to be complete and is qualified in its
entirety by reference to the First Amending Agreement, dated February 16, 2009,
between the Company and RAB, which is attached hereto as Exhibit 10.1 and
incorporated by reference herein.
ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS
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Exhibit
No.
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Description
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10.1
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First
Amending Agreement, dated February 16, 2009, between the Company and
RAB
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: February
19, 2009
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APOLLO GOLD
CORPORATION |
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By:
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/s/ Melvyn
Williams |
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Melvyn
Williams |
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Chief Financial Officer and Senior
Vice President - Finance and Corporate Development |
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