- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
April 26 2010 - 3:35PM
Edgar (US Regulatory)
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):
April 23, 2010
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)
|
x
|
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
7.01. REGULATION FD DISCLOSURE
On April 26, 2010, Apollo Gold
Corporation (“Apollo”) issued a press release announcing, among other things,
that it unwound its Canadian dollar currency hedges and intends to effect a name
change and share consolidation. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference
herein.
The information in Item 7.01 in this
Current Report on Form 8-K and the exhibit attached hereto shall not be deemed
“filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section, nor shall they
be deemed incorporated by reference into any filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, except as
expressly set forth by specific reference in such a filing.
ITEM
8.01. OTHER EVENTS
On April 23, 2010, Apollo unwound its
Canadian dollar currency hedges that were originally entered into in connection
with Apollo’s US$70 million Black Fox Project Facility Agreement (the “Facility
Agreement”), dated February 23, 2009, with Macquarie Bank Limited and RMB
Australia Holdings Limited. As a result of this action, Apollo
received gross proceeds of approximately US$8.2 million, which were used to
reduce the debt outstanding under the Facility Agreement.
As a part of the previously announced
proposed business combination (the “Merger”) of Apollo and Linear Gold Corp.,
Apollo intends to effect a name change and a share consolidation currently
anticipated to be on the basis of one post-consolidation common share for every
four common shares outstanding immediately prior to the share
consolidation. Such consolidation and name change will be submitted
to the Apollo shareholders for approval at the shareholder meeting to approve
matters relating to the Merger and would only be effective upon such approval
and the closing of the Merger.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
99.1 Press
release of Apollo Gold Corporation issued April 26, 2010
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: April
26, 2010
APOLLO
GOLD CORPORATION
|
|
|
By:
|
/s/ Melvyn Williams
|
|
Melvyn
Williams
|
|
Chief
Financial Officer and Senior Vice
President
– Finance and Corporate
Development
|
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