Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): March 31, 2009
APOLLO
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
|
Yukon
Territory,
Canada
|
1-31593
|
Not
Applicable
|
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File
Number)
|
(I.R.S.
Employer Identification Number)
|
| |
|
|
|
5655
South Yosemite Street, Suite 200
Greenwood
Village, Colorado
|
80111-3220
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (720) 886-9656
No
Change
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
2.02 RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
On April
3, 2009, beginning at 9:00 a.m. MST, Apollo Gold Corporation (“Apollo”) hosted a
conference call with investors to discuss Apollo’s financial results for the
fourth quarter and year ended December 31, 2008. A press release
dated March 31, 2009, announcing the conference call is attached hereto as
Exhibit 99.1. The conference call was made available to the public
via conference call and audio webcast and a written presentation that
accompanied the conference call was made available to the public at the time of
the call and webcast through Apollo’s website. The related written
presentation referenced during the call is attached hereto as Exhibit
99.2.
The
information in this Current Report on Form 8-K and the Exhibits attached hereto
are being furnished and shall not be deemed “filed” for purpose of Section 18 of
the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such
filing.
Cautionary Note Concerning
Forward-Looking Statements.
The
written presentation attached hereto as Exhibit 99.2 contains and the conference
call included “Forward-Looking Statements” within the meaning of section 21E of
the United States Securities Exchange Act of 1934, as
amended. Forward-looking statements can be identified by the use of
words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,”
“estimates,” “schedules,” “predicts,” “intends,” “continue,” or the negative of
such terms, or other comparable terminology. All statements regarding
timing of commencement of production at Black Fox, future throughput rates at
the Black Fox mill, future production at recovery rates at Black Fox, expected
cash costs at Black Fox, future cash flow from the Montana Tunnels mine, capital
commitments at Black Fox, future work programs for the continued development at
Black Fox, utilization of the $70 million project facility, production and
milling at the Montana Tunnels mine, placing the Montana Tunnels mine on care
and maintenance and the associated costs therewith, statements respecting
reserves with respect or relating to the Montana Tunnels mine, the timing of
completion of an NI 43-101 for Apollo’s Huizopa project, future capital
expenditures at Apollo’s Black Fox, Montana Tunnels and Huizopa projects and the
sufficiency of Apollo’s cash funds are forward-looking statements that involve
various risks and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future events could
differ materially from those anticipated in such
statements. Important factors that could cause actual results to
differ materially from these forward-looking statements include: additional
operational, geotechnical, processing and remediation problems at the Montana
Tunnels mine, unexpected changes in business and economic conditions, political
or economic instability, significant decreases in gold, zinc or lead prices,
results of drilling and other exploration activities at Huizopa, difficulties or
delays in permitting at Black Fox, changes in interest and currency rates, local
and community impacts and issues, labor accidents, environmental risks and other
factors disclosed under the heading “Risk Factors” in Apollo’s most recent
annual report on Form 10-K filed with the United States Securities and Exchange
Commission and elsewhere in Apollo’s documents filed from time to time with the
Toronto Stock Exchange, the NYSE Amex exchange, the United States Securities and
Exchange Commission and other regulatory authorities. All
forward-looking statements included in this presentation are based on
information available to Apollo on the date hereof. Apollo assumes no
obligation to update any forward-looking statements.
Non-GAAP
Financial Measures.
The
written presentation attached hereto as Exhibit 99.2 contains and the conference
call included certain non-GAAP financial measures including the terms “cash
operating costs,” “total cash costs,” and “total production costs,” each of
which are considered non-GAAP financial measures as defined in the United States
Securities and Exchange Commission Regulation S-K Item 10 and should not be
considered in isolation or as a substitute for measures of performance prepared
in accordance with GAAP in Canada and the United States. These terms
are used by management to assess performance of individual operations and to
compare Apollo’s performance to other gold producers. The term “cash
operating costs” is used on a per ounce of gold basis. Cash operating
costs per ounce is equivalent to direct operating cost as found in Apollo’s
consolidated statements of operations, less production royalty expenses and
mining taxes but includes by-product credits for payable silver, lead and
zinc. The term “total cash costs” is equivalent to cash operating
costs plus production royalties and mining taxes. The term “total
production costs” is equivalent to total cash costs plus non-cash costs
including depreciation and amortization. These measures are not
necessarily indicative of operating profit or cash flow from operations as
determined under GAAP in Canada and the United States and may not be comparable
to similarly titled measures of other companies. For a reconciliation
of these non-GAAP measures to Apollo’s statements of operations, see Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of
Operations in Apollo’s most recent annual report on Form 10-K filed with the
United States Securities and Exchange Commission.
Cautionary Note to United States
Investors Concerning Estimates of Mineral Resources.
The
written presentation attached hereto as Exhibit 99.2 uses and conference call
referenced the terms mineral “resources,” “indicated mineral resources,” and
“inferred mineral resources”. We advise United States investors that
while these terms are recognized and required by Canadian regulations, the
United States Securities and Exchange Commission does not recognize
them. United States investors are cautioned not to assume that any
part or all of the mineral deposits in these categories will ever be converted
into mineral reserves. Furthermore, “Inferred mineral resources” have
a great amount of uncertainty as to their existence, and great uncertainty as to
their economic and legal feasibility. It cannot be assumed that all
or any part of an inferred mineral resource will ever be upgraded to a higher
category. In accordance with Canadian rules, estimates of inferred mineral
resources cannot form the basis of feasibility or other economic
studies. United States investors are cautioned not to assume that
part or all of the inferred mineral resource exists, or is economically or
legally minable.
ITEM
7.01 REGULATION FD DISCLOSURE
The information provided in Item 2.02
is incorporated herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS
|
Exhibit
No.
|
|
Description
|
|
99.1
|
|
Apollo
Gold Corporation press release dated March 31, 2009.
|
|
99.2
|
|
Apollo
Gold Corporation written presentation dated April 3,
2009.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: April
3, 2009
| |
APOLLO GOLD
CORPORATION |
|
| |
|
|
|
|
|
By:
|
/s/ Melvyn
Williams |
|
| |
|
Melvyn
Williams |
|
| |
|
Chief
Financial Officer and Senior Vice President - Finance and Corporate
Development |
|
| |
|
|
|