UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
FORM 8-K/A
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 27, 2008
 
APOLLO GOLD CORPORATION
(Exact name of registrant as specified in its charter)
 
Yukon Territory,
Canada
1-31593
Not Applicable
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
 
5655 South Yosemite Street, Suite 200
Greenwood Village, Colorado
80111-3220
(Address of principal executive offices)
(Zip Code)
 
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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
EXPLANATORY NOTE

The purpose of this Amendment is to correct the name of the lender identified in the Form 8-K filed with the SEC on August 27, 2008 as “RMB Resource Inc.” to the correct name of “RMB Australia Holdings Limited.” Set forth below is an amended and restated Item 1.02 with the foregoing correction.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

Apollo Gold Corporation (“Apollo”) (TSX: APG) (AMEX: AGT) announced that it has repaid early the balance of the facilities agreement owing to RMB Australia Holdings Limited (“RMB”) of US$1,654,000 mainly from proceeds of unwinding its hedge position with a maturity date of September 26, 2008 as more fully described below. 

On October 12, 2007, Apollo entered into a US$8.0 million Facility Agreement (the “Facility Agreement”) by and among Apollo Gold and its wholly owned subsidiaries, Montana Tunnels Mining, Inc. and Apollo Gold, Inc., as borrowers and guarantors, and RMB, as lender. Also, on October 12, 2007, Apollo Gold entered into certain put and call contracts for lead and zinc as a requirement of the Facility Agreement. As of June 30, 2008, the balance of the Facility Agreement was US$1,654,000 due September 30, 2008 (the “September 2008 Obligation”) and the following put and call contracts were scheduled to expire on September 26, 2008 (the “September 2008 Contracts”):

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 July 1, 2008 Apollo Gold entered into an Amendment to the Facility Agreement (the “Amendment”) and borrowed an additional US$5.1 million (the “Extended Loan Facility”) and entered into additional put and call contracts for gold, silver, lead and zinc as a requirement of the Amendment.

On August 22, 2008, Apollo Gold unwound the September 2008 Contracts early as a debt management decision since the current value of the contracts were near the September 2008 Obligation (US$1,654,000) and realized a gain of US$1,556,000. The net proceeds of US$1,556,000 plus additional cash of US$108,000 were used to repay early the September 2008 Obligation (plus interest thereon of US$10,000). As of August 22, 2008, Apollo Gold owes US$5.1 million on the Extended Loan Facility. This transaction did not affect any other terms of the Amendment.
 
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: August 28, 2008
 
 
APOLLO GOLD CORPORATION
  
 
 
 
 
 
 
  
 
By:  
Melvyn Williams
  
 
Melvyn Williams
  
 
Chief Financial Officer and Senior Vice President - Finance and Corporate Development