Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
SEC File
Number: 000-31593
NOTIFICATION
OF LATE FILING
(Check one): x Form
10-K ¨ Form
20-F ¨ Form
11-K ¨ Form
10-Q ¨ Form
N-SAR
¨ Form
N-CSR
For
Period Ended: December 31, 2009
¨
Transition Report on Form 10-K
¨
Transition Report on Form 20-F
¨
Transition Report on Form 11-K
¨
Transition Report on Form 10-Q
¨Transition
Report on Form N-SAR
For the
Transition Period Ended:
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Read Instruction
(on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be
construed to imply that the Commission has verified any information
contained herein.
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If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I - Registrant Information
Full Name
of Registrant: Apollo Gold
Corporation
Address
of Principal Executive Office (Street and
Number): 5655
South Yosemite St., Suite 200
City,
State and Zip Code: Greenwood Village, Colorado
80111-3220
PART
II - Rules 12b-25(b) and (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate) x
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(a)
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The
reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or
expense;
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report on form 10-D, or portion thereof, will
be filed on or before the fifth calendar day following the prescribed due
date; and
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c)
has been attached
if applicable.
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PART
III - Narrative
State
below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
On March 9, 2010, the registrant and
Linear Gold Corp. (“Linear”) entered into a binding letter of intent pursuant to
which it is expected that (i) the businesses of the registrant and Linear would
be combined by way of a court-approved plan of arrangement (the “Arrangement”)
pursuant to the provisions of the Canada Business Corporations Act
and (ii) Linear would subscribe for approximately 62,500,000 common
shares of the registrant at a price of CAD$0.40 per common share for aggregate
proceeds of CAD$25,000,000 (the “Private Placement”).
Due to (i) management’s time devoted to
the Arrangement and the Private Placement, as well as the disclosure
requirements related thereto, (ii) the fact that the registrant is now subject
to accelerated filer deadlines in respect of its periodic reports and not those
of smaller reporting companies and (iii) the registrant’s plan, initiated during
the fiscal year ended December 31, 2009, to transition from accounting
principles generally accepted in Canada to accounting principles generally
accepted in the United States, the registrant is unable to complete the
financial statements and other disclosures required to be included in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2009 within the
prescribed filing deadline without unreasonable effort or
expense. The registrant expects to file its Form 10-K on or before
March 31, 2010, the fifteenth calendar day following the prescribed due
date.
PART
IV - Other Information
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(1)
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Name
and telephone number of person to contact in regard to this
notification.
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(Name)
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(Area
Code)
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(Telephone
No.)
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Melvyn
Williams
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(720)
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886-9656
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such reports been
filed? If answer no, identify
report(s).
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x Yes ¨ No
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(3)
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Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
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x Yes ¨ No
The registrant expects that a
significant change in results of operations from the corresponding period for
the last fiscal year will be reflected in its financial statements due to the
(i) cessation of milling operations at its Montana Tunnels property during the
second quarter of 2009 and (ii) commencement of commercial production at its
Black Fox property during the third quarter of 2009. However, for the
reasons set forth in Part III above, a reasonable estimate of the change in
results of operations cannot be quantified at this time.
DISCLOSURE
REGARDING FORWARD-LOOKING INFORMATION
This Form 12b-25 contains
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements may also be included from time to time in the
registrant’s other public filings, press releases, our website and oral and
written presentations by management. Forward-looking statements can be
identified by the use of words such as “may,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “estimates,” “predicts,” “intends,” “continue,” or
the negative of such terms, or other comparable terminology. These
statements include comments regarding expectations as to the filing date of the
registrant’s Annual Report on Form 10-K, the results and effect of the
registrant’s review of its accounting matters, finalization of its audit and
completion of its financial statements and Annual Report on Form 10-K, and the
impact on the registrant’s business and the risks detailed from time to time in
the registrant’s periodic reports filed with the Securities and Exchange
Commission. Similarly, statements that describe the registrant’s
strategies, initiatives, objectives, plans or goals are
forward-looking.
These forward-looking statements are
based on the registrant’s current intent, belief, expectations, estimates and
projections. These statements are not guarantees of future
performance and involve risks, uncertainties, assumptions and other factors that
are difficult to predict. Therefore, actual results may vary
materially from what is expressed in or indicated by the forward-looking
statements. The risk factors set forth under “Item 1A. Risk Factors”
in the registrant’s Annual Reports on Form 10-K and other matters discussed from
time to time in the registrant’s filings with the Securities and Exchange
Commission, including the “Statements Regarding Forward-Looking Information” and
“Risk Factors” sections of the registrant’s Quarterly Reports on Form 10-Q,
among others, could affect future results, causing these results to differ
materially from those expressed in the registrant’s forward-looking
statements.
In the event that the risks disclosed
in the registrant’s public filings and those discussed above cause results to
differ materially from those expressed in the registrant’s forward-looking
statements, the registrant’s business, financial condition, results of
operations or liquidity could be materially adversely affected and investors in
the registrant’s securities could lose part or all of their
investments. Accordingly, the registrant’s investors are cautioned
not to place undue reliance on these forward-looking statements because, while
the registrant believes the assumptions on which the forward-looking statements
are based are reasonable, there can be no assurance that these forward-looking
statements will prove to be accurate.
Further, the forward-looking statements
included in this Form 12b-25 and those included from time to time in the
registrant’s other public filings, press releases, our website and oral and
written presentations by the registrant’s management are only made as of the
respective dates thereof. The registrant undertakes no obligation to
update publicly any forward-looking statement in this Form 12b-25 or in other
documents, our website or oral statements for any reason, even if new
information becomes available or other events occur in the future.
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APOLLO
GOLD CORPORATION
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(Name
of Registrant as specified in
charter)
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has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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Date: March
16, 2010
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By:
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/s/ Melvyn Williams
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Name:
Melvyn Williams
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Title:
Chief Financial Officer and Senior
Vice
President – Finance and Corporate Development
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