Unassociated Document
APOLLO
GOLD CORPORATION
5655
South Yosemite Street, Suite 200
Greenwood
Village, Colorado
March 25,
2009
VIA
EDGAR
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
Re: Request
for Withdrawal of Registration Statement on Form S-3
(SEC
File No. 333-153606) filed September 22, 2008 and amended November 12,
2008
Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Act”), Apollo Gold Corporation (the “Company”) hereby respectfully requests
that the Securities and Exchange Commission (the “Commission”) consent to the
withdrawal of the Registration Statement on Form S-3 (SEC File No. 333-153606)
filed by the Company on September 22, 2008 (together with all exhibits and
amendments thereto, the “Registration Statement”) effective as of the date
hereof.
The
Registration Statement was originally filed in order to effect the registration
of 3,600,000 of the Company’s common shares (the “Shares”) held by the selling
shareholder named therein (the “Selling Shareholder”), which Shares the Selling
Shareholder acquired in a public offering but was restricted from subsequently
reselling in the open market because, at the time of filing of the Registration
Statement, the Selling Shareholder owned more than 10% of the Company’s issued
and outstanding common shares and, accordingly, may have been deemed an
“affiliate” for purposes of the Act. The Company requests the
withdrawal of the Registration Statement because the Shares are no longer
“restricted securities” (as defined in Rule 144 under the Act) and therefore
registration of the resale thereof is not required.
The
Company hereby confirms that: (i) the Registration Statement has not been
declared effective by the Commission, (ii) no securities have been or will be
sold pursuant to the Registration Statement or the prospectus contained therein
and (iii) no preliminary prospectus contained in the Registration Statement has
been or will be distributed.
It is the
Company’s understanding that, in accordance with Rule 477(c) of the Act, this
application for withdrawal of the Registration Statement will be deemed granted
as of the date that it is filed with the Commission unless, within fifteen days
after such date, the Company receives notice from the Commission that this
application for withdrawal is not granted.
The
Company further requests that, in accordance with Rule 457(p) of the Act, all
fees paid to the Commission in connection with the filing of the Registration
Statement be credited to the Company’s account and used to offset the filing fee
for any future registration statements.
If you
have any questions regarding the foregoing, please contact the undersigned at
(720) 886-9656.
Sincerely,
/s/ Melvyn Williams
Melvyn
Williams
Chief
Financial Officer and
Senior
Vice President -
Finance
and Corporate Development