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Apollo Gold Announces Private Placement of U.S.$8,580,000 of Convertible Debentures and Warrants.


DENVER -- Apollo Gold Corporation ("Apollo Gold") (AMEX AMEX

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) announced that it has completed a private placement with institutional investors Institutional Investor

A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions.
 of U.S.$8,580,000 aggregate principal amount of convertible debentures Convertible Debenture

Any type of debenture that can be converted into some other security.

Notes:
For example, a convertible bond can be converted into stock.
. Interest on the convertible debentures will accrue at a rate of 12% per year for the first year following the closing and 18% for the second year and will be payable in cash on the first anniversary of the closing date and on the maturity date. The convertible debentures will have a term of two years from the date of the closing of the placement. At maturity, the holder will have the option to receive repayment of the convertible debentures in full, with interest, or to convert to common shares at a price of U.S.$0.50 per share. The initial conversion price of the convertible debentures is U.S.$0.50 per common share and the initial conversion rate is 2,000 common shares per U.S.$1,000 principal amount of the convertible debentures, subject to adjustment upon the occurrence of stock splits, stock combinations and similar events.

Apollo Gold will have the option to force conversion of the convertible debentures under the following circumstances: (1) at any time after September 24, 2007 and prior to the maturity date if the 20-day weighted average trading price Trading price

The price at which a security is currently selling.
 of Apollo Gold's common shares equals or exceeds U.S.$0.90 (if Apollo Gold forces conversion in this circumstance prior to the first anniversary of the issuance of the convertible debentures, Apollo Gold will be required to pay a total of twelve months of interest payments or the remaining interest outstanding (whichever is smaller) after which no further payments will be required; if Apollo Gold forces conversion after the one year anniversary, there will be no additional payment beyond the normal course interest amount outstanding) and (2) in the event of a change of control of Apollo Gold.

Each U.S.$1,000 principal amount of convertible debentures includes 2,000 common share purchase warrants, where each such warrant entitles the holder thereof to purchase one common share at an exercise price of U.S.$0.50 (subject to adjustment) for a period of 24 months following the closing of the placement. The convertible debentures and related warrants were sold in reliance on the exemption from registration contained in Regulations S and D of the U.S. Securities Act of 1933, as amended. In connection with the private placement, Apollo Gold agreed to register the resale of the common shares issuable upon conversion of the convertible debentures and exercise of the warrants with the U.S. Securities and Exchange Commission.

Regent Securities Capital Corporation and Shoreline Pacific, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 served as the placement agents for the issuance and sale of the convertible debentures and related warrants.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Apollo Gold Corporation

Apollo is a gold mining and exploration Company with a mine in Montana, the Black Fox advanced stage development project in Ontario, Canada, and the Huizopa Project, an early stage exploration project in the Sierra Madres Sierra Madre, city, United States
Sierra Madre (sēĕr`ə mä`drā), residential city (1990 pop. 10,762), Los Angeles co., S Calif., at the foot of Mt. Wilson; inc. 1907. There is some light manufacturing.
 in Chihuahua, Mexico.
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Copyright 2007, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Feb 23, 2007
Words:566
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