Brigus Gold Corp.

Brigus Gold Corp. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Brigus Gold Corp.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

On Aug 3, 2010 Brigus and its Black Fox lenders (RMB and Macquarie) pushed the deadline for the Black Fox technical review, new resource model, life-of-mine plan and cashflow model from May 31 to Sept 30, 2010. They also replaced the March 2010 repayment schedule with an interim one: $0 on Sept 30, 2010, $5m on Dec 31, 2010, then about $4.09m a quarter from Mar 2011 to Mar 2013 (about $36.8m in total). This replaces the earlier plan in the merger proxy of $10m more at closing and $15m by year-end, and it is only interim: a final schedule will follow once the lenders approve a cashflow model, and if the conditions are not met the older, heavier schedule applies. Separately, Timothy Smith, VP of U.S. and Canadian Operations, left on July 31, 2010 and will consult until Oct 31 to hand over to the new COO, with $50,000 consulting fees, $200,000 severance and $16,994.40 for insurance; his options stay exercisable until the earlier of expiry or July 31, 2011.

material agreement

On July 29, 2010 Brigus completed a Cdn$14m placement of 10,000,000 tax-advantaged 'flow-through' shares at Cdn$1.40, intended for exploration and development at Black Fox, Grey Fox and Pike River. Underwriters Haywood, Cormark and Brandt get Cdn$840,000 in fees and options on 980,000 shares at Cdn$1.40 for 24 months, and the company agreed to register the shares for resale and not to issue equity for 120 days (with exceptions). It also issued 702,679 shares to former CEO David Russell at $1.139 each (about $800,351), which looks like the investment discussed at the merger closing (inference), and 564,250 shares to Haywood as part payment of its merger success fee. These new shares dilute existing holders.

capital raising announcement

The Linear merger closed on June 25, 2010 and Apollo became Brigus Gold Corp. Each Linear share was exchanged for 1.3686 Brigus shares (the earlier 5.4742 ratio after the one-for-four consolidation), and about 60.5m shares plus replacement warrants and options were issued to Linear holders, who own about 42.9% fully diluted. Apollo's shares were consolidated one-for-four on the same day, ending the open merger thread. David Russell resigned as CEO and director and signed a severance agreement for $1,710,000 plus 36 months of health coverage, with options kept exercisable up to a year after closing and one-year restrictions including on dealings with Calais, which owes Brigus the notes; he and the company also discussed him possibly investing up to $800,000 in shares. The principal office is now in Halifax, Nova Scotia. The filing is truncated, so the remaining items (such as the shareholder vote and director changes) are not shown.

asset acquisition disposition

Apollo filed its final proxy statement dated May 26, 2010 for the June 24, 2010 shareholder meeting on the Linear merger, replacing the April draft. The letter says Apollo holders would own about 53% and Linear holders about 47% of the combined company, and the one-for-four consolidation would not change anyone's percentage ownership. It says Black Fox debt is $51.8m, with a further $10m repayment planned at closing and another $15m by Dec 31, 2010, leaving about $27m at year-end (a plan, not a result). It names Brigus Gold Corp., puts Wade Dawe as CEO and President, and says a COO search is under way. The filing is truncated, so the rest of the circular is not shown.

business combination

Apollo filed a preliminary proxy statement and circular for the shareholder meeting on the Linear merger. Shareholders will vote on issuing shares for the arrangement, option plan amendments, a name change, a one-for-four share consolidation, electing seven directors, reappointing auditors, and ratifying the shareholder rights plan. The meeting date, record date and new name are still blank, and the filing fee was calculated on 242,083,209 shares at $0.35. This is a draft step toward the merger vote, which has not yet happened.

business combination

On April 23, 2010 Apollo unwound its Canadian dollar currency hedges tied to the US$70m Black Fox facility and received about US$8.2m, which it used to reduce that debt. The press release says debt falls to about US$51.8m, and to about US$41.8m after a further US$10m repayment once the Linear merger closes. Apollo also plans a name change and a one-for-four share consolidation, effective only if shareholders approve and the merger closes. The consolidation does not change anyone's percentage ownership, apart from cancelled fractional shares. This continues the debt paydown and the merger.

business combination

On March 31, 2010 Apollo, its Alberta subsidiary and Linear Gold signed the definitive Arrangement Agreement, replacing the March 9 letter of intent. Each Linear share becomes 5.4742 Apollo shares, leaving Linear holders with about 42.9% of Apollo (fully diluted), so current Apollo holders are diluted. Wade Dawe becomes CEO, David Russell resigns with payments up to about US$1.7m, the board has seven seats, and a Cdn$4m break fee applies to either side in specified cases. Closing needs court, shareholder, TSX/NYSE Amex and regulatory approvals, plus the lenders' support and lock-up agreements to stay in force. This turns the earlier letter of intent into a binding agreement; the merger has not closed.

business combination

The Cdn$25m Linear private placement closed on March 19, 2010: Linear bought 62,500,000 Apollo shares at Cdn$0.40, about 18.6% of Apollo. Apollo will use US$10m to repay part of the Black Fox facility and the rest for working capital (the press release says about US$10m is for underground development). The merger terms were amended on March 18: the board is now three Apollo, three Linear and one agreed technical nominee; CEO David Russell would resign at closing with payments up to about US$1.7m and Wade Dawe would become CEO. The press release says the Linear-held shares would be cancelled at closing and that current Apollo holders would own 52.2% of the new company. The lenders RMB and Macquarie agreed to a lock-up on their shares and warrants until Dec 31, 2010 and to support the merger. The merger has not yet closed; the release targets the end of Q2 2010.

capital raising announcement

On March 9, 2010 Apollo signed a binding letter of intent to merge with Linear Gold Corp. by court-approved arrangement, with each Linear share swapped for 5.4742 Apollo shares; Linear holders would own about 42.9% of Apollo (fully diluted). Linear would also buy about 62,500,000 new Apollo shares at Cdn$0.40 (Cdn$25m). A definitive agreement is targeted by March 31, 2010; a Cdn$4m break fee applies in some cases of termination. The deal needs shareholder and court approval, would bring a new company name, a seven-person board chaired by Linear's Wade Dawe, and about Cdn$3.4m of Linear management payouts. Existing Apollo holders would be diluted. The filing is truncated, so the termination terms are incomplete.

capital raising announcement

Two debt matters. RAB's US$4.29m convertible debentures, due Feb 23, 2010, were extended to Aug 23, 2010; Apollo will pay US$772,200 of accrued interest in cash and issue RAB 800,000 shares and 2,145,000 new warrants at US$0.50 expiring Feb 23, 2011. The project-facility lenders again deferred the US$9.3m first repayment, the reserve funding and the US$6.0m second repayment, now to the earlier of finishing their Black Fox technical review or March 31, 2010. These are further delays; the debts remain outstanding.

material agreement

On February 1, 2010 Apollo's subsidiary signed the definitive agreement and closed the sale of all Montana Tunnels Mining stock to Elkhorn, ending the long-running exit process. In return Apollo received Calais/Aardvark notes of about $7.7m (matured 2005, 12.9% interest, secured on the Caribou property in Colorado), rights to a further ~$1.45m loan and a ~$380,000 note (matured 2006, 12%). The notes are past due, and Apollo agreed to hold off enforcing them until Feb 1, 2011. Elkhorn can buy the notes back for $8.75m plus interest by July 1, 2010, or buy half of any Caribou joint venture interest for $5m plus a $3.75m contribution. Eight Montana Tunnels employees will be leased to Apollo for Black Fox, with Apollo reimbursing the cost. Tim Smith stays with Apollo. The filing gives no cash price at closing.

material agreement

On December 30, 2009 the lenders agreed to defer the first US$9.3m repayment and reserve funding again, and also the US$6.0m repayment due Dec 31, 2009, until the earlier of the end of their technical review of Black Fox or Feb 28, 2010. Separately, the closing deadline for the Montana Tunnels sale to Elkhorn was extended from Dec 30, 2009 to Jan 8, 2010. Both are further delays; the debt is still outstanding and the sale is not completed.

material agreement

On December 9, 2009 Apollo replaced the October letter of intent with Elkhorn. Instead of US$5m cash, Apollo would receive Calais Resources/Aardvark notes of about US$7.7m, rights to a further ~US$1,382,091 loan and a ~US$380,000 note, all tied to the Caribou property in Colorado, for Montana Tunnels' stock. Elkhorn could buy back the notes or half a joint venture interest for cash by July 1, 2010 ($8,750,000 plus interest, or $5,000,000 plus a $3,750,000 contribution). Closing needs Apollo's diligence, board and lender approvals and formal agreements by Dec 30, 2009; if not met or terminated, Elkhorn has three business days to pay arrears under the original LOI. A financial advisor got Cdn$31,406 and 300,000 shares. This changes the sale from cash to notes and replaces the second US$250,000 payment due Nov 25, 2009.

material agreement

Apollo signed a letter of intent (Sept 30, 2009; side letter Oct 21) to sell Montana Tunnels Mining, Inc. to Elkhorn Goldfields for US$5 million in staged cash payments through May 31, 2010, plus up to US$4 million via a 4% royalty once Elkhorn starts production. A US$250,000 non-refundable deposit was received around Oct 19. Montana Tunnels has been on care and maintenance since May 1, 2009. This moves toward exiting the Montana Tunnels JV and Diamond Hill, and follows the earlier Elkhorn options.

material agreement

On September 28, 2009 the lenders under the US$70m facility agreed to defer the US$9.3m repayment due Sep 30, 2009 and the debt service reserve funding, on condition that Apollo supplies a new resource model and life of mine plan by Nov 15, 2009. Both are now due on the earlier of the end of the lenders' technical review of Black Fox or Dec 31, 2009, and the project completion test deadline moves from Oct 31, 2009 to Mar 31, 2010. This follows the August review event and delays rather than removes the payment.

material agreement

Three developments. Apollo bought the Pike River Property next to Black Fox and Grey Fox from Newmont for Cdn$100,000, a perpetual 2.5% royalty, and a further Cdn$1 million if 500,000 oz is defined or commercial production starts; Newmont also gets a first right to negotiate on any disposal of Black Fox. St Andrew will toll-mill 100,000 tonnes of low-grade Black Fox ore from a ~120,000 tonne stockpile. Black Fox poured its first gold in May 2009 (Q2 11,840 oz, about 7,000 oz in August) and Apollo targets 100,000-120,000 oz in 2010. Lower-than-expected ore grades triggered a 'review event' under the US$70m facility, and Apollo is in talks with the banks about rescheduling repayments due from Sep 30, 2009. A lawsuit from Joe Green and Minas de Coronado (Nevada, Sept 4, 2009) claims a 20% Huizopa JV interest and seeks to undo the 80/20 arrangement and return the properties; Apollo says it is without merit.

material agreement

On July 15, 2009 Apollo closed the placement announced June 26: 12,221,640 common shares at Cdn$0.45 and 13,889,390 flow-through shares at Cdn$0.54, with gross proceeds stated as Cdn$13,000,000 (the filing text garbles the figure). Haywood and Blackmont get a Cdn$845,000.56 commission and 1,566,662 options at Cdn$0.45 for 24 months. Apollo agreed not to issue equity for 120 days, with exceptions, and to register the shares for resale. The placement was upsized from the announced Cdn$10m and adds to dilution.

capital raising announcement

On June 26, 2009 Apollo announced a bought-deal private placement of 13,888,889 flow-through shares at Cdn$0.54 and 5,555,556 common shares at Cdn$0.45 for Cdn$10,000,000 gross, possibly increased to Cdn$13,000,000, closing around July 15, 2009. Flow-through money is for exploration at Black Fox and Grey Fox; common share money is for working capital. The release also says Montana Tunnels was placed on care and maintenance on April 30, 2009. More shares will be issued, diluting existing holders.

capital raising announcement

On February 20, 2009 Apollo signed a US$70 million project loan with RMB Australia Holdings, RMB Resources and Macquarie, drawable until June 30, 2009, replacing the December 2008 bridge loan. The loan bears interest at LIBOR plus 7% and has a US$3,465,551 arrangement fee, with repayments in instalments from September 2009 to March 2013. Proceeds fund Black Fox development, up to US$7 million of corporate costs (US$3,723,939 used to repay the non-RAB convertible debentures), and repayment of US$15,341,345 under the bridge loan. The lenders get about 34.8 million more warrants at Cdn$0.252 for 48 months, on top of the 42.6 million bridge warrants. If all are exercised, RMBAH and Macquarie would hold 14.88% and 18.54%. Apollo must also deliver 250,420 ounces of gold forward at a weighted average of $876.063 and hedge Canadian dollar costs equivalent to $60 million. Haywood is owed shares and 2,567,901 warrants at Cdn$0.256. Apollo also paid RAB's accrued interest in shares: 2,444,765 shares issued February 24, 2009. This resolves the bridge loan and funds the Black Fox build, at the cost of heavy security, hedging and dilution.

capital raising announcement

On February 16, 2009 Apollo agreed with RAB Special Situations, the largest holder of the February 2007 convertible debentures, to extend RAB's US$4,290,000 of debentures from February 23, 2009 to February 23, 2010. Apollo may pay RAB's US$772,200 of accrued interest in shares or cash. In return RAB gets 2,000,000 shares and its 8,580,000 warrants are extended to March 5, 2010 with the exercise price cut from US$0.50 to US$0.25. The other US$3,148,100 of debentures is unchanged and still due February 23, 2009. This resolves part of the open debenture thread but adds dilution.

material agreement

On December 10, 2008 Apollo signed a US$15 million bridge loan with RMB Australia Holdings, RMB Resources and Macquarie Bank. Only US$6 million can be withdrawn now; the other US$9 million needs lender approval, which the lenders will not give unless Apollo raises equity or other funds for corporate costs before February 28, 2009. The loan carries a 5% arrangement fee, interest at LIBOR plus 10%, and matures on the earlier of June 30, 2009 or the first draw on a long-term project loan. It is secured by a first lien on substantially all assets including Black Fox, and may only be used for Black Fox and related fees. The lenders also received 42,614,254 warrants at Cdn$0.221 for 48 months, and interest can be paid in shares instead of cash at the lenders' option. This is new financing for the Black Fox build and adds dilution.

capital raising announcement

On August 21, 2008 Apollo closed the flow-through placement: 17,000,000 shares at Cdn$0.50, raising Cdn$8.5 million, which is larger than the 14 million shares first announced. The money is for the Black Fox open pit pre-strip and other exploration. Haywood received a Cdn$55,250 commission and options on 1,020,000 shares at Cdn$0.50 for 18 months, and the buyers get resale registration rights. This completes the August 6 announcement.

capital raising announcement

On August 6, 2008 Apollo announced a bought-deal private placement of 14,000,000 flow-through shares at Cdn$0.50 for Cdn$7 million, plus an over-allotment option for 3,000,000 more (up to Cdn$1.5 million). The money is for the pre-strip of the Black Fox open pit and Canadian exploration spending there, with closing expected around August 21, 2008.

capital raising announcement

On July 28, 2008 Apollo completed the Cdn$20 million purchase of St Andrew's Stock Mill complex near Timmins by paying the final Cdn$14.6 million, and it must also refund about Cdn$1.2 million of bonding to St Andrew. About Cdn$14.6 million came from the unit offering that closed July 24, 2008, with St Andrew buying about Cdn$1.2 million of units. The rest came from the RMB loan and working capital. The filing says Apollo weighed the cost and timing of building a new mill for Black Fox against buying this one. This resolves the mill purchase thread.

asset acquisition disposition

On July 9, 2008 Apollo signed an agency agreement with Haywood and Blackmont for a best-efforts public offering of units at Cdn$0.50, each with one share and a half warrant exercisable at Cdn$0.65 for 36 months. The offering has a minimum of Cdn$20 million and a maximum of Cdn$40 million, with proceeds for the St Andrew mill, Black Fox development and working capital. Agents get a 6.5% commission and options on 6% of the units, so this could add materially to the share count.

material agreement

On July 1, 2008 Apollo expanded its RMB facility with an additional US$5.15 million loan, bringing the amount owed to US$6,804,000 (from US$1,654,000). It is mainly to fund the Cdn$4 million Stock Mill payment. The new money costs LIBOR plus 2.0% and is repayable in instalments to June 30, 2009. It is now secured by all assets of MTMI and Apollo, including Black Fox. Apollo pays a US$100,000 fee and issues 650,000 shares to RMB, and hedged about 50% of its Montana Tunnels share of expected output for Q4 2008 and Q1 2009 with gold, silver, lead and zinc collars.

material agreement

On June 30, 2008 Apollo and St Andrew amended the mill purchase: the Cdn$18.5 million balance is now due as Cdn$4 million on July 3, Cdn$6 million by July 31 and Cdn$8.5 million by August 29, 2008, with no further extension and 12% interest on the unpaid balance. The final payment may be made partly in shares at Cdn$0.50 if St Andrew stays below 20%. Failure to meet closing conditions would forfeit the payments already made.

material agreement

On June 6, 2008 Apollo agreed to buy St Andrew Goldfields' Stock Mill complex near Timmins, Ontario for Cdn$20 million, paying a Cdn$1.5 million deposit now and Cdn$18.5 million at closing, expected June 30, 2008 (extendable to August 29 with 12% interest). St Andrew owned about 17.5% of Apollo, and Apollo also takes on a roughly Cdn$1.2 million bonding commitment. This is a new step in developing Black Fox; the filing does not say how the balance will be funded.

material agreement

On October 31, 2007 Apollo closed a Canadian private placement of 7,454,545 flow-through shares at Cdn$0.55, raising Cdn$4.1 million. The money is earmarked for Black Fox drilling, permitting and a feasibility study, which addresses the open Black Fox funding and feasibility-study thread. Underwriter Haywood received a Cdn$225,500 commission and options on 5% of the shares (372,727 shares by calculation) at Cdn$0.55 for 18 months, and the buyers get resale registration rights, so more shares will be added to the count.

capital raising announcement

On October 12, 2007 Montana Tunnels Mining entered a facility of up to US$8 million with RMB Australia Holdings, at LIBOR plus 1.25%, repayable in four quarterly instalments from December 31, 2007 with final maturity September 30, 2008. Proceeds must first go to repaying the Series B secured debentures (the November 2004 trust indenture), and the facility is secured by the Montana Tunnels shares and assets, guaranteed by Apollo and Apollo Gold, Inc., and later by the Black Fox assets once the debentures are repaid. To meet loan criteria Apollo hedged lead and zinc with no-premium collars, covering about 65% and 40% of its share of the next 12 months of production respectively. This addresses the open thread of the Series B debentures due November 2007, but replaces them with a shorter, covenant-bound loan.

debt financing

On July 2, 2007 Apollo released a new Canadian-standard (NI 43-101) estimate for Black Fox near Timmins, prepared by SRK Consulting: 4.47 million tonnes of probable reserves at 7.0 g/t, or 1,002,000 ounces of gold, based on a gold price of US$525 per ounce. There are also indicated and inferred resources beyond the reserves. The filing says Black Fox reports no reserves under the US SEC standard because a bankable feasibility study has not been completed. This is a reserve estimate, not a funding or construction decision, so Black Fox development funding remains an open thread.

resource reserve update

On February 23, 2007 Apollo completed a private placement of US$8.58 million of convertible debentures due February 23, 2009. They pay 12% interest for the first year and 18% after that, and are convertible at US$0.50 per share. Each US$1,000 of debentures also carries 2,000 warrants at US$0.50 for two years. Regent and Shoreline received about US$600,000 in commissions plus compensation warrants at US$0.50, and the company agreed not to sell securities for three months without their consent. Apollo can force conversion after September 24, 2007 if the 20-day average share price reaches US$0.90, or on a change of control. Existing holders face dilution from the conversion shares and warrants, and the shares underlying them must be registered for resale. Unit purchasers from the November 2006 offering used their participation rights in this deal.

capital raising announcement

On December 31, 2006 Apollo's Montana Tunnels subsidiary amended its joint venture with Elkhorn Tunnels. Elkhorn signed a promissory note for the unfunded part of its US$13 million contribution (about US$3.7 million at December 31) and committed to pay it in cash by January 17, 2007; delivering the note earned Elkhorn its 50% interest in the mine. The note carries 24% interest if unpaid after January 17, and if not fully paid by February 17, 2007 Elkhorn loses its disproportionate share of cash flow. The press release says Elkhorn had contributed US$11.0 million by January 4, leaving US$2 million due, and that mill start-up is estimated for late February or early March 2007. This continues the open question of whether Elkhorn completes its funding; half the mine is now Elkhorn's, with payment still outstanding.

material agreement

Apollo Gold completed the 16,688,206-unit offering at US$0.30 on November 8, 2006, as announced in October, for roughly US$5 million gross. Each unit has one share and a half warrant at US$0.50 for three years; Shoreline Pacific was placement agent. This resolves the open US offering and adds shares and warrants to the count.

material agreement

On October 30, 2006 Apollo Gold closed a Cdn$1 million flow-through placement (2,222,221 units at Cdn$0.45) for Black Fox exploration. It also agreed to sell 16,688,206 US units at US$0.30, each with a half warrant at US$0.50 for three years, expected to close around November 15, 2006. US unit proceeds are for Black Fox development, Huizopa exploration and working capital. The US warrants have a full-ratchet clause, so selling shares or options below US$0.50 would cut their exercise price, and the company agreed not to issue common shares for 90 days after closing. The filing says the deal adds new shares and warrants, so existing holders are diluted.

material agreement

On July 28, 2006 Apollo's subsidiary agreed a joint venture on the Montana Tunnels mine with Elkhorn Tunnels, LLC (a Calim Private Equity affiliate). Elkhorn is to put in US$13 million over five months, mainly to fix the east wall instability that suspended mining on October 21, 2005, and earns a 50% interest once fully paid. Apollo also gave Elkhorn Goldfields a two-year option to buy the Diamond Hill mine for US$0.8 million and a two-year option to buy the Diamond Hill mill for US$1 million, plus a milling agreement. Separately, on August 1, 2006 the subsidiary issued a US$2.64 million note to Great American Group at 1.5% per month, maturing December 1, 2006, to buy four haul trucks. This gives Apollo partial outside funding for the Montana Tunnels restart but gives up half the mine if Elkhorn completes its contribution.

debt financing

On January 23, 2006 Apollo Gold signed new severance agreements with four vice presidents (Miller, O'Neil, Young, Vagstad) whose employment ends February 18, 2006. Each gets cash plus shares (179,875 to 359,750 shares each, priced at Cdn$0.48) and a later cash payment due on a change of control or by February 2008 (February 2007 for O'Neil). The three remaining officers (Russell, Williams, Nanna) agreed to cut base salary by US$170,000 in total in exchange for 1,103,233 shares to be issued January 31, 2006. All these shares come from the US shelf registration, adding to the share count. Miller's departure and the change in the officer team update the leadership list.

debt financing

Apollo Gold completed the US$3.5 million private placement to Jipangu on January 26, 2006, issuing 11,650,000 units at Cdn$0.35, each with a share and 0.17167 of a warrant (up to 2,000,000 warrants at Cdn$0.39 for two years). This resolves the placement that was due to close January 18; the closing was pushed back to January 26 by a side letter. Apollo also agreed to file resale registration statements for Jipangu's shares (10,000,000 from the June 2005 subscription, and 11,650,000 plus 2,000,000 warrant shares from this placement) by February 15, 2006.

material agreement

Effective January 6, 2006, Apollo Gold pledged the Black Fox property as collateral for its US$8.73 million Series B convertible debentures, replacing the US$11.0 million cash that previously secured them. In return, it cut the exercise price on 5,013,600 warrants attached to the debentures from US$0.80 to US$0.40, except those held by insiders, which stay at US$0.80. This changes the collateral from cash to the Black Fox property, and the lower warrant price raises potential dilution.

security holder rights change

Apollo Gold closed the sale of its Nevada subsidiaries, which own the Florida Canyon and Standard mines and nearby exploration properties, to a Jipangu subsidiary for US$14 million on November 18, 2005. This completes the sale announced in October. The US$3.5 million Jipangu private placement is scheduled to close January 18, 2006.

asset acquisition disposition

Apollo Gold agreed to sell its Nevada subsidiaries (Florida Canyon Mining, Standard Gold Mining and Apollo Gold Exploration) to Jipangu Inc.'s subsidiary for US$14.0 million, with closing expected November 15, 2005. Jipangu also agreed to a US$3.5 million private placement of up to 11,650,000 units at Cdn$0.35, and advanced US$2.5 million against a note. Apollo recorded a total US$8.9 million impairment on the Nevada assets at September 30, 2005. Jipangu holds 9.4% now and would hold 19.7% if the placement and warrants completed.

capital raising announcement

Apollo Gold closed the first tranche of a registered unit offering on December 31, 2004: 8,299,999 units at US$0.75 for US$6,225,000. Each unit has one share and a warrant for three-fourths of a share at US$1.00. The offering was planned at 10,625,000 units, and the agent exercised an option to raise it to up to 12,500,000. Regent Mercantile Bancorp gets a 6.5% commission plus compensation warrants. Existing shareholders are diluted as more shares are issued.

material agreement

Apollo Gold raised US$8,756,250 of Special Notes and US$1,745,000 of Special Warrants (at US$0.75 each) on November 4, 2004. The notes convert into 12% secured convertible debentures due 2007, convertible into shares at US$0.75, with warrants at US$0.80. The Special Warrants convert into shares plus warrants. Regent Mercantile Bancorp received a 6.5% commission and options over 1,400,166 shares. Part of the proceeds, US$3,206,511, was used to repay the October 2004 25% debenture in full, resolving that short-term loan. The filing text is truncated after this point. Existing shareholders face potential dilution from the conversions and warrants.

capital raising announcement

Apollo Gold sold a US$3,000,000 secured debenture to Regent Securities Capital Corporation on October 19, 2004. It carries 25% annual interest and is due January 19, 2005. It is secured on the company's assets, excluding its Mexico subsidiary and the Black Fox property. Regent also received a warrant for 1,000,000 shares at US$0.80, and Regent Mercantile Bancorp received fees of US$30,000 and US$300,000. The 25% rate and short term show costly short-term borrowing (inference).

capital raising announcement