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): October 17, 2005
 
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):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Attached hereto are the following agreements, executed in connection with the sale by Apollo Gold Corporation (the “Company”) of Florida Canyon Mining Inc., Standard Gold Mining Inc., and Apollo Gold Exploration to Jipangu Inc. described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2005: (1) Apollo Gold Subscription Agreement for Units by and between Apollo Gold Corporation and Jipangu Inc., dated October 17, 2005; (2) Registration Rights Agreement by and between Apollo Gold Corporation and Jipangu Inc., dated October 17, 2005; (3) Stock Purchase Agreement among Jipangu Inc., Jipangu International Inc., Apollo Gold, Inc. and Apollo Gold Corporation made as of October 17, 2005; and (4) Promissory Note by Apollo Gold Corporation as Maker and Jipangu Inc. as Holder, dated October 17, 2005.

(c)    Exhibits
 
Exhibit
No.
  
Description
4.1
  
Apollo Gold Subscription Agreement for Units by and between Apollo Gold Corporation and Jipangu Inc., dated October 17, 2005.
4.2
  
Registration Rights Agreement by and between Apollo Gold Corporation and Jipangu Inc., dated October 17, 2005.
10.1
  
Stock Purchase Agreement among Jipangu Inc., Jipangu International Inc., Apollo Gold, Inc. and Apollo Gold Corporation made as of October 17, 2005.
10.2
  
Promissory Note by Apollo Gold Corporation as Maker and Jipangu Inc. as Holder, dated October 17, 2005.


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: October 27, 2005    
   
  APOLLO GOLD CORPORATION
 
 		  
 		  
 
  By:   /s/ MELVYN WILLIAMS   
 
Melvyn Williams
 
Senior Vice President - Finance and Corporate Development and Chief Financial Officer