|
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)
|
|
¨
|
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))
|
|
(a)
|
the
securities have been deposited or tendered pursuant to a takeover
bid,
unless those securities have been taken up or paid for;
or
|
|
(b)
|
such
person (including a fund manager, trust company, pension fund
administrator, trustee or nondiscretionary client accounts of registered
brokers or dealers) is engaged in the management of mutual funds
or
investment funds for others, as long as that
person:
|
|
(i)
|
holds
those common shares in the ordinary course of its business for the
account
of others;
|
|
(ii)
|
is
not making a take-over bid or acting jointly or in concert with a
person
who is making a takeover bid; or
|
|
(iii)
|
such
person is a registered holder of securities as a result of carrying
on the
business of or acting as a nominee of a securities
depository.
|
|
(a)
|
the
first date of public announcement that a person has become an Acquiring
Person; and
|
|
(b)
|
the
date of the commencement or announcement of the intent of a person
to
commence a take-over bid (other than a Permitted Bid or a Competing
Permitted Bid) or such later date as determined by the
Board.
|
|
(a)
|
the
time at which the right to exercise Rights is terminated under the
terms
of the Rights Plan; and
|
|
(b)
|
the
fifth anniversary of the date of the Rights
Plan.
|
|
(a)
|
the
bid is made to all registered holders of common shares (other than
common
shares held by the Offeror), and for all common shares (other than
the
common shares held by the Offeror);
|
|
(b)
|
the
Offeror agrees that no common shares will be taken up or paid for
under
the bid for at least 60 days following the commencement of the bid
and
that no common shares will be taken up or paid for unless at such
date
more than 50% of the outstanding common shares held by shareholders
other
than the Offeror and certain related parties have been deposited
pursuant
to the bid and not withdrawn;
|
|
(c)
|
the
Offeror agrees that the common shares may be deposited to and withdrawn
from the take-over bid at any time before such common shares are
taken up
and paid for; and
|
|
(d)
|
if,
on the date specified for take-up and payment, the condition in paragraph
(b) above is satisfied, the bid shall remain open for an additional
period
of at least 10 business days to permit the remaining shareholders
to
tender their common shares.
|
|
(a)
|
is
made while another Permitted Bid is in existence;
and
|
|
(b)
|
satisfies
all the requirements of a Permitted Bid except that the common shares
under a Competing Permitted Bid may be taken up on the later of 35
days
after the date of the take-over bid was made and 60 days after the
earliest date on which any other Permitted Bid that was then in existence
was made.
|
| (d) | Exhibits. The following exhibits are filed as part of this report: |
|
4.1
|
Rights
Agreement, dated January 17, 2007, between Apollo Gold Corporation
and
CIBC Mellon Trust Company.
|
| APOLLO GOLD CORPORATION | ||
| |
|
|
| By: | /s/ Melvyn Williams | |
|
Melvyn Williams |
||
| Chief Financial Officer and Senior Vice President - Finance and Corporate Development | ||
|
Exhibit
Number
|
|
Description
of Document
|
|
|
4.1
|
Rights
Agreement, dated January 17, 2007, between Apollo Gold Corporation
and
CIBC Mellon Trust Company.
|
||