| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) |
|
| ST ANDREW GOLDFIELDS LTD. (This entity does not have an I.R.S. Identification No.) |
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) N/A (b) N/A |
| 3. | SEC Use Only |
| 4. | Source of Funds (see instructions) WC |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A |
| 6. | Citizenship or place of organization ONTARIO, CANADA |
7.
|
Sole Voting Power | 28,675,000 | ||||
8.
|
Shared Voting Power | N/A | ||||
9.
|
Sole Dispositive Power | 28,675,000 | ||||
10.
|
Shared Dispositive Power | N/A | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 28,675,000 |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) N/A |
| 13. | Percent of Class Represented by Amount in Row (11) 20.0% (See Note 1) |
| 14. | Type of Reporting Person (See Instructions) CO |
| Note 1: | All percentages are required to be rounded off to nearest tenth (one place after decimal point). Based on a total issued and outstanding number of 143,467,186 shares of common stock as at August 6, 2007 as reported in the Issuer’s most recently filed Form 10-Q, the 28,675,000 shares of common stock held by the reporting person represents approximately 19.99% of the total issued and outstanding shares of common stock of the Issuer. |
| a. | Name | |
| St Andrew Goldfields Ltd. (“St Andrew”), a corporation incorporated pursuant to the laws of the Province of Ontario in Canada. | ||
| b. | Residence or business address 1540 Cornwall Road Suite 212 Oakville, Ontario Canada L6J 7W5 |
|
| c. | Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. | |
| See section f below. | ||
| d. | Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, any penalty imposed, or other disposition of the case. | |
| No executive officer, director or person controlling St Andrew has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | ||
| e. | Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order. | |
| No executive officer, director or person controlling St Andrew, during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and no executive officer, director or person controlling St Andrew was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| f. | Citizenship. | |
| The following table sets out the name, principal occupation and citizenship of every executive officer, director or person controlling of St Andrew as of the date hereof. |
| Name | Principal Occupation | Citizenship | ||
Herbert Abramson Ontario, Canada Chairman and Director |
Chairman and Chief Executive Officer, Trapeze Capital Corp. (investment management company) | Canadian | ||
Stephen Burns, C.A. Ontario, Canada Director |
Businessman | Canadian | ||
Glenn Laing Ontario, Canada President and Chief Executive Officer and Director |
President and Chief Executive Officer of St Andrew Goldfields Ltd.; President of Silverbridge Capital Inc. (private investment company and limited market dealer) | Canadian | ||
Paul C. Jones Colorado, USA Director |
Businessman | American | ||
Warren Seyffert Ontario, Canada Director |
Counsel to Lang Michener LLP (law firm) | Canadian | ||
Bernard Kraft, C.A Ontario, Canada Director |
Sr. Partner, Kraft, Berger, Grill, Schwartz, Cohen & March LLP (chartered accounting firm) | Canadian | ||
Gerald Slan, C.A Ontario, Canada Director |
President, Slan Advisors Inc. (consulting firm) | Canadian | ||
Louis Gignac Quebec, Canada Director |
Businessman | Canadian | ||
Ben Au Ontario, Canada Chief Financial Officer, Vice-President, Finance and Administration |
Chief Financial Officer, and Vice-President, Finance and Administration, of St Andrew Goldfields Ltd. | Canadian | ||
Mary Quinn (note 1) Ontario, Canada Corporate Secretary |
Corporate Secretary | Canadian | ||
Geofrey Myers Ontario, Canada Assistant Secretary |
Partner with Lang Michener LLP (law firm) | Canadian | ||
Trapeze Capital Corp., Trapeze Asset Management Inc. and their affiliates Ontario, Canada |
Trapeze Capital Corp. and Trapeze Asset Management Inc. are Toronto-based portfolio management firms which hold securities of St. Andrew Goldfields Ltd. in certain fully managed accounts for investment purposes. Randall Abramson is the President of Trapeze Capital Corp. and the CEO of Trapeze Asset Management Inc. | Canadian |
| (a) | the acquisition by any person of additional securities of Apollo Gold, or the disposition of securities of Apollo Gold; |
| (b) | any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Apollo Gold or any of its subsidiaries; |
| (c) | a sale or transfer of a material amount of the assets of Apollo Gold or any of its subsidiaries; |
| (d) | any change in the present board of directors or management of Apollo Gold, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
| (e) | any material change in the present capitalization or dividend policy of Apollo Gold; |
| (f) | any other material change in Apollo Gold’s business or corporate structure including, but not limited to, if Apollo Gold is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; |
| (g) | changes in Apollo Gold’s charter, bylaws or instruments corresponding thereto or other actions which may impeded acquisition of control of Apollo Gold by any person; |
| (h) | causing a class of securities of Apollo Gold to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
| (i) | a class of equity securities of Apollo Gold becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or |
| (j) | any action similar to any of those enumerated above. |
| a. | State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be based on the number of securities outstanding as contained in the most recently available filing with the Commission by the issuer unless the filing person has reason to believe such information is not current) beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2. The above mentioned information should also be furnished with respect to persons who, together with any of the persons named in Item 2, comprise a group within the meaning of Section13(d)(3) of the Act. | |
| 28,675,000 shares of Apollo Gold’s common stock, representing approximately 19.99% of Apollo Gold’s issued and outstanding common stock. | ||
| b. | For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct the disposition is shared. | |
| St Andrew holds the sole power to vote or to direct the vote and to dispose or to direct the disposition of 28,675,000 shares of Apollo Gold’s common stock, representing approximately 19.99% of Apollo Gold’s issued and outstanding common stock. | ||
| c. | Describe any transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the persons named in response to paragraph (a). | |
| Since February 16, 2007, the date of St Andrew’s most recent filing of Schedule 13D, until August 31, 2007, St Andrews acquired 10,675,000 shares of Apollo Gold’s common stock at a price of CAN$0.44 per share (or US$0.42 per share) for a total price of CAN$4,697,000 (or US$4,483,500). The currency exchange rate used herein is based on the Federal Reserve Bank of New York’s noon buying rate on August 31, 2007 of US$1.00 = CAN$1.0560. | ||
| d. | If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required. | |
| None. | ||
| e. | If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities. | |
| Not applicable. |