Each one in plain English, with the numbers worked through for a shareholder.
27 Jan 2006debt financing● NeutralMajor
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.
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.
13 Jan 2006security holder rights change▼ BadMajor
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.
23 Nov 2005asset acquisition disposition● NeutralMajor
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.
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.
Apollo Gold closed the second and final tranche of its 12,500,000-unit offering at US$0.75 per unit, which grew to that size when Regent Mercantile Bancorp exercised its 1,875,000-unit option. Regent received compensation warrants for 1,250,000 units at US$0.75, expiring January 7, 2007. This completes the offering started in the previous filing. (The filing text gives the date as January 7, 2004, which appears to be a typo for 2005; that is an inference.)
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.
On December 31, 2004 Apollo Gold sold 714,285 flow-through shares at Cdn$1.05 each, raising Cdn$750,000 from Canadian buyers. The money is to be spent on exploration at the Black Fox project near Timmins, Ontario. Regent Mercantile Bancorp received a 6.5% commission. This adds new shares and continues the series of Regent-arranged financings.
9 Nov 2004capital raising announcement● NeutralMajor
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.
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).
Apollo Gold's board approved indemnification agreements for its directors and officers and those of six subsidiaries, and the company signed employment agreements with Melvyn Williams (US$200,000 base salary) and Don Miller (US$150,000 base salary). Both executives get 24 months of salary, immediate option vesting and other benefits on a change of control or termination without cause. This formalises the roles of two executives who appeared as insiders earlier in 2004.
