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APOLLO
GOLD CORPORATION
OFFERING
OF UNITS - FINAL TERMS
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July
9, 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
9, 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%,
payable in cash or Units (valued at C$.50 per Unit), at the option
of the
agents on the closing date of this offering.
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AGENTS’
COMPENSATION
OPTION:
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Option
to purchase a number of units (“Agents’ Compensation Units”) equal to 6%
of the aggregate number of Units sold in the offering at a price
per unit
equal to C$.60 for 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
21, 2008 or such other date agreed to by the Company and the
agents.
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