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APOLLO
GOLD CORPORATION
OFFERING
OF UNITS –
FINAL
TERMS
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July
23, 2008
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ISSUER:
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Apollo
Gold Corporation (the “Company”)
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ISSUE:
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Minimum 40,000,000
Units
Maximum 80,000,000
Units
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AMOUNT:
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Minimum C$20,000,000
Maximum C$40,000,000
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ISSUE
PRICE:
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C$.50
/ US$.495 per Unit
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UNITS:
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Each
Unit consists of one Common Share (“Share”) and one-half of a Common Share
Purchase Warrant (“Warrant”) of the Company.
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COMMON
SHARE PURCHASE WARRANT:
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Each
whole Warrant will entitle the holder to acquire one Share from
the
Company at a price per Share of C$.65 for a period of 36 months
following
Closing.
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USE
OF PROCEEDS:
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Net
proceeds of the offering will be used to fund the acquisition of
the mill
complex from St. Andrew, for development activities at the Black
Fox
Project and for general corporate and working capital purposes.
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LISTING:
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The
Shares will trade on the Toronto Stock Exchange under the symbol
“APG” and
on the American Stock Exchange under the symbol “AGT.” The Warrants will
not be listed on any stock exchange.
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FORM
OF OFFERING:
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Public
offering in the United States by way of prospectus supplement dated
July
23, 2008 to a U.S. shelf registration statement dated May 7, 2008.
Public
offering in all provinces of Canada (except Quebec) by way of a
short form
prospectus dated July 9, 2008.
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FORM
OF PLACEMENT:
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Marketed
offering, on a best efforts basis, subject to an agency agreement
mutually
acceptable to the Company and the agents.
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AGENTS:
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Haywood
Securities Inc. and Blackmont Capital Inc. in Canada. Sales in
the United
States through their registered U.S. broker-dealer
affiliates.
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AGENCY
FEE:
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6.5%
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AGENTS’
COMPENSATION OPTION:
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Option
to purchase a number of units (“Agents’ Compensation Units”) equal to 6%
of the aggregate number of Units sold in the offering at a price
per unit
equal to C$.60. The option is subject to a 180 day lock-up and
will expire
48 months from the closing of the offering. Each Agents’ Compensation Unit
consists of one share of common stock and one-half of a common
share
purchase warrant. The warrants included in the Agents’ Compensation Units
will have an exercise price of C$.78 per share and expire 48 months
from
the closing date of this offering.
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CLOSING:
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July
24, 2008 or such other date agreed to by the Company and the
agents.
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