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): November 17, 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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 17, 2009, Apollo Gold
Corporation (“Apollo”) issued a press release reporting its financial results
for the three months ended September 30, 2009. A copy of this press
release is attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
On November 19, 2009, beginning at
10:00 a.m. MST, Apollo hosted a conference call with investors to discuss
Apollo’s financial and operating results for the third quarter ended September
30, 2009. The conference call was made available to the public via
conference call and webcast and a written presentation that accompanied the
conference call was made available to the public at the time of the call and
webcast through Apollo’s website. The related written presentation
referenced during the call is attached hereto as Exhibit 99.2.
The information in this Current Report
on Form 8-K and the Exhibits attached hereto are being furnished and shall not
be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such filing.
Cautionary Note Concerning
Forward-Looking Statements.
The
written presentation attached hereto as Exhibit 99.2 contains and the conference
call included “Forward-Looking Statements” within the meaning of section 21E of
the United States Securities Exchange Act of 1934, as
amended. Forward-looking statements can be identified by the use of
words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,”
“estimates,” “schedules,” “predicts,” “intends,” “continue,” or the negative of
such terms, or other comparable terminology. All statements
regarding: the status of Black Fox, future production at Black Fox,
Apollo’s ability of the to continue to produce gold at the Black Fox mill,
Apollo’s ability to resolve the Review Event with the Banks in a satisfactory
manner, Apollo’s ability to reschedule the quarterly repayment installments
under the Project Facility, to maintain throughput at the mill of 1,800 tonnes
per day, to improve recoveries towards a target of 95% and to increase mill
throughput to 2,000 tonnes per day, all statements regarding the timing of the
mill grade upgrade at Black Fox, including the commission of the conveyor and
high-pressure screening system, the expansion of the tailing dam management
system, the 2009 drilling program at Grey Fox, future drilling on the Pike River
Property, permitting at Huizopa and Apollo’s ability to successfully obtain
indicated and measured resource status are forward-looking statements that
involve various risks and uncertainties. There can be no assurance
that such statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to
differ materially from these forward-looking statements include: difficulties or
delays in permitting at Black Fox, results of drilling and other exploration
activities at Huizopa, and other factors disclosed under the heading “Risk
Factors” in Apollo’s most recent annual report on Form 10-K filed with the
United States Securities and Exchange Commission and elsewhere in Apollo’s
documents filed from time to time with the Toronto Stock Exchange, the NYSE
Amex, the United States Securities and Exchange Commission and other regulatory
authorities. All forward-looking statements included in the written
presentation are based on information available to Apollo on the date
hereof. Apollo assumes no obligation to update any forward-looking
statements.
Non-GAAP
Financial Measures.
The
written presentation attached hereto as Exhibit 99.2 contains and the conference
call included certain non-GAAP financial measures including the term “total cash
cost.” The term “total cash cost” is a non-GAAP financial measure and is used on
a per ounce of gold basis. Total cash cost is equivalent to direct operating
cost as found on Apollo’s Consolidated Statements of Operations and includes
by-product credits for payable silver, lead, and zinc
production. Apollo has included total cash cost information to
provide investors with information about the cost structure of Apollo’s mining
operation. This information differs from measures of performance
determined in accordance with GAAP in Canada and in the United States and should
not be considered in isolation or as a substitute for measures of performance
prepared in accordance with GAAP. This measure is not necessarily
indicative of operating profit or cash flow from operations as determined under
GAAP and may not be comparable to similarly titled measures of other
companies. For a reconciliation of this non-GAAP measure to Apollo’s
Statements of Operations, see Item 7, Management’s Discussion and Analysis of
Financial Condition and Results of Operations in Apollo’s most recent annual
report on Form 10-K filed with the SEC.
Cautionary Note to United States
Investors Concerning Estimates of Mineral Resources.
The
written presentation attached hereto as Exhibit 99.2 uses and the conference
call referenced the term mineral “resources.” US investors are advised that
while the term is recognized and required by Canadian regulations, the US
Securities and Exchange Commission does not recognize it. US investors are
cautioned not to assume that any part or all of the mineral deposits in this
category will ever be converted into mineral reserves.
ITEM
7.01 REGULATION FD
DISCLOSURE
The information provided in Item 2.02
is incorporated herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS
AND EXHIBITS
(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Press
release of Apollo Gold Corporation reporting financial results for the
three months ended September 30, 2009.
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99.2
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Apollo
Gold Corporation written presentation dated November 19,
2009.
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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: November
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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Exhibit
No.
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Description
|
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99.1
|
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Press
release of Apollo Gold Corporation reporting financial results for the
three months ended September 30, 2009.
|
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99.2
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Apollo
Gold Corporation written presentation dated November 19,
2009.
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