Attached files
| file | filename |
|---|---|
| EX-10.2 - APOLLO GOLD CORP | v170399_ex10-2.htm |
| EX-10.1 - APOLLO GOLD CORP | v170399_ex10-1.htm |
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): December 30, 2009
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:
¨ 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
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Deferral
of Payments under Black Fox Project Facility
On September 29, 2009, Apollo Gold
Corporation (the “Company”) announced that RMB Australia Holdings Limited
(“RMB”), Macquarie Bank Limited (“Macquarie” and, together with RMB, the
“Financiers”) and RMB Resources Inc. had agreed to defer the first
scheduled repayment of $9,300,000 due on September 30, 2009 (the “First
Repayment”) under the $70,000,000 project finance facility between the Company
and the Financiers entered into on February 20, 2009 (the “Project Facility”)
and the requirement to fund the associated Debt Service Reserve Account (the
“Funding Obligation”) also due on September 30, 2009, which, in accordance with
the terms of the Project Facility, requires a reserve amount equal to, at all
times after initial funding, the greater of $5,000,000 or the aggregate
repayment amount due on the next repayment date (the “First
Deferral”). The First Deferral deferred satisfaction of these
obligations until the earlier to occur of (i) the completion of the Financiers’
technical review process of the Black Fox mine and (ii) December 31,
2009.
On December 30, 2009, the Company
entered into an agreement (the “Agreement”) with the Financiers pursuant to
which the Financiers agreed to further defer the First Repayment and the Funding
Obligation, and to defer the second scheduled repayment of $6,000,000 due on
December 31, 2009, in each case, until the earlier to occur of (i) the
completion of the Financiers’ technical review process of the Black Fox mine and
(ii) February 28, 2010.
Extension
of Closing Deadline in Sale of Montana Tunnels
On December 9, 2009, the Company
entered into a replacement letter of intent (the “New LOI”) with Elkhorn
Goldfields LLC (“Elkhorn”), Calais Resources, Inc. and Calais Resources
Colorado, Inc. (together with Calais Resources, Inc., “Calais”) pursuant to
which Elkhorn agreed, subject to the terms and conditions contained in the New
LOI, to purchase all the outstanding capital stock in Montana Tunnels Mining,
Inc., an indirect wholly owned subsidiary of the Company (“Montana Tunnels”),
which includes the 50% interest held by Montana Tunnels in the joint venture
agreement with Elkhorn Tunnels, LLC (an affiliate of Elkhorn), the Diamond Hill
mine and mill and any and all ancillary assets related thereto. The
New LOI provided a deadline of December 30, 2009 for satisfaction of the
conditions contained in the New LOI. On December 30, 2009, the
Company, Elkhorn and Calais agreed to extend this deadline from December 30,
2009 to January 8, 2010 (the “Extension Letter”).
The foregoing descriptions are
qualified in their entirety by reference to the Agreement and the Extension
Letter attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2,
respectively.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS
|
(d)
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Exhibits
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10.1
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Agreement
dated December 30, 2009 between Apollo Gold Corporation, RMB Australia
Holdings Limited and Macquarie Bank Limited and RMB Resources
Inc.
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10.2
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Letter
Agreement dated December 30, 2009 between Apollo Gold Corporation, Elkhorn
Goldfields LLC, Calais Resources, Inc. and Calais Resources Colorado,
Inc.
|
|
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: January
4, 2010
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APOLLO
GOLD CORPORATION
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|
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By:
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/s/ Melvyn Williams
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Melvyn
Williams
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|
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Chief
Financial Officer and Senior Vice
President
– Finance and Corporate
Development
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