Apollo Gold Corporation
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(Name of Issuer)
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Common Shares
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(Title of Class of Securities)
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03761E102
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(CUSIP Number)
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December 31, 2009
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(Date of Event Which Requires Filing of This Statement)
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CUSIP No. 03761E102 | 13G | Page 2 of 8 Pages |
1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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RAB Special Situations (Master) Fund Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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5
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SOLE VOTING POWER
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NUMBER OF
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22,441,265*
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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0
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OWNED BY
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7
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SOLE DISPOSITIVE POWER
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EACH
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22,441,265*
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REPORTING
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8
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SHARED DISPOSITIVE POWER
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PERSON WITH
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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22,441,265*
*The reporting person owns 5,281,265 shares of common stock of the issuer, and warrants exercisable to acquire an additional 8,580,000 shares of common stock, plus a convertible debenture in the amount of $4,290,000 which may be converted into 8,580,000 common shares. The warrants and convertible debenture are not convertible into common shares if, as a result of a conversion or exercise, the holder would then become a “ten percent beneficial owner” of the issuer’s common stock, as defined in Rule 16a-2 under the Securities Exchange Act of 1934, as amended (the “Act”).
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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7.9831%**
**The percentages used herein are calculated based upon 263,950,927 outstanding shares of the issuer as of November 9, 2009, plus 17,160,000 common shares in aggregate underlying convertible securities which are beneficially owned by the reporting person
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CUSIP No. 03761E102 | 13G | Page 3 of 8 Pages |
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
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12
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TYPE OF REPORTING PERSON*
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CO
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CUSIP No. 03761E102 | 13G | Page 4 of 8 Pages |
1
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NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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William Philip Seymour Richards
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United Kingdom
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5
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SOLE VOTING POWER
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NUMBER OF
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350,000*
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SHARES
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6
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SHARED VOTING POWER
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BENEFICIALLY
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22,441,265*
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OWNED BY
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7
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SOLE DISPOSITIVE POWER
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EACH
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350,000*
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REPORTING
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8
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SHARED DISPOSITIVE POWER
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PERSON WITH
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22,441,265*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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22,791,265*
*William Philip Seymour Richards owns 350,000 common shares and has voting and dispositive control over the following additional securities beneficially owned by RAB Special Situations Master Fund Limited: 5,281,265 shares of common stock of the issuer, and warrants exercisable to acquire an additional 8,580,000 shares of common stock, plus a convertible debenture in the amount of $4,290,000 which may be converted into 8,580,000 common shares. The warrants and convertible debenture are not convertible into common shares if, as a result of a conversion or exercise, the holder would then become a “ten percent beneficial owner” of the issuer’s common stock, as defined in Rule 16a-2 under the Securities Exchange Act of 1934, as amended (the “Act”).
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
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8.1076%**
**The percentages used herein are calculated based upon 263,950,927 outstanding shares of the issuer as of November 9, 2009, plus 17,160,000 common shares in aggregate
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CUSIP No. 03761E102 | 13G | Page 5 of 8 Pages |
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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underlying convertible securities which are beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
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12
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TYPE OF REPORTING PERSON*
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IN
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CUSIP No. 03761E102 | 13G | Page 6 of 8 Pages |
Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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o |
Broker or dealer registered under Section 15 of the Act;
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(b)
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o |
Bank as defined in Section 3(a)(6) of the Act;
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(c)
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o |
Insurance Company as defined in Section 3(a)(19) of the Act;
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(d)
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o |
Investment Company registered under Section 8 of the Investment Company Act;
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(e)
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o |
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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o |
Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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o |
Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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o |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:
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CUSIP No. 03761E102 | 13G | Page 7 of 8 Pages |
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(j)
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o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(j).
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x |
If this statement is filed pursuant to Rule 13d-1(c), check this box.
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.
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(a)
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Amount beneficially owned:
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See Item 9 on the cover page
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(b)
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Percent of class:
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See Item 11 on the cover page
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(c)
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Number of shares as to which such person has:
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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N/A
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Item 8.
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Identification and Classification of Members of the Group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
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N/A
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CUSIP No. 03761E102 | 13G | Page 8 of 8 Pages |
Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
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March 30, 2010
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(Date)
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RAB Special Situations (Master) Fund Limited
by Jake Leavesley and Simon Gwyther Authorised signatories for RAB Capital plc for
and on behalf of RAB Special Situations (Master) Fund Limited |
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/s/ Jake Leavesley | |
(Signature)
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/s/ Simon Gwyther | |
(Signature)
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March 30, 2010
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/s/ William Philip Seymour Richards
William Philip Seymour Richards
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