Item 1.
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Security and Issuer
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The class of equity
securities to which this Statement on Schedule 13D relates is the common
stock (Common Shares) and warrants over Common Stock, of Apollo Gold Corp.
(Apollo, or the Issuer), a Colorado corporation having its principal
executive offices at 5655 South Yosemite Street, Suite 200, Greenwood
Village, Colorado 80111-3220.
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Item 2.
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Identity and Background
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This
statement on Schedule 13D is being filed by Macquarie Bank Limited (MBL),
an Australian corporation. MBLs
principal business is in financial services.
MBL has its principal offices at 1 Martin Place, Sydney, NSW 2000,
Australia.
During
the last five years, MBL has not been (i) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other
Consideration
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In
July 2008, MBL participated in a Prospectus Offering of units. On July 23,
2008, MBL acquired, for US$0.50 per unit (Cdn$ 0.50, as of July 23,
2008), 4,000,000 units from the Issuer, each unit comprising of 1 Common
Share and half of one warrant each convertible into an equivalent Common
Share. This resulted in MBL holding 4,000,000 Common Shares of Apollo,
and 2,000,000 warrants exercisable to purchase 2,000,000 Common Shares at
US$0.65 (Cdn$0.65, as of July 23, 2008) per Common Share.
On
December 10, 2008, the Issuer entered into a US$15,000,000 bridge loan
facility with MBL and another lender. As part of this facility, MBL
made available 50% of the aggregate loan and received 21,307,127 warrants,
each warrant entitling MBL to purchase one Common Share at a price of
US$0.177 (Cdn$0.221, as of Dec. 10, 2008) per Common Share and
exercisable for a four year period ending on December 10, 2012. The terms of the warrant are contained
within the Warrant Certificate dated December10, 2008, issued by Apollo to
MBL (2008 Warrant).
On
February 23, 2009, the Issuer entered into a US$ 70,000,000 project
financing facility with MBL and another lender that was used to repay the
above-referenced bridge loan facility. In connection therewith,
Macquarie was issued 23,198,336 warrants exercisable for a period of 48
months from closing, each warrant entitling MBL to purchase one Common Share
at an exercise price of US$ 0.20 per Common Share (Cdn$ 0.252, as
of February 23, 2009). The terms
of the warrant are contained within the Warrant Certificate dated February 20,
2009, issued by Apollo to MBL (2009 Warrant).
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Item 4.
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Purpose of Transaction
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MBL
intends to hold the Common Shares, including the warrants and Common Shares
issuable upon exercise thereof, solely for investment purposes.
MBL
currently has no plans or proposals that relate to or would result in any of
the actions enumerated in paragraphs (a) through (j) of Item 4 of
this Schedule 13D filing. However, MBL reserves the right to change its
plans at any time, as it deems appropriate, in light of its ongoing
evaluation of (a) its business and liquidity objectives, (b) the
Issuers financial condition, business, operations, competitive position,
prospects and/or share price, (c) industry, economic and/or securities
markets conditions, (d) alternative investment opportunities, and (e) other
relevant factors. Without limiting the generality of the preceding
sentence, MBL reserves the right (in each case, subject to any applicable
restrictions under law or contract) to at any time or from time to time (i) purchase
or otherwise acquire additional securities of the Issuer, or instruments
convertible into or exercisable for any such securities (collectively,
Issuer Securities), in the open market, in privately negotiated
transactions or otherwise, (ii) sell, transfer or otherwise dispose of
Issuer Securities in public or private transactions, (iii) cause Issuer
Securities to be distributed in kind to its investors, (iv) encourage
(including, without limitation, through communications with directors,
management, and existing or prospective security holders, investors or
lenders of the Issuer, existing or potential strategic partners, industry
analysts and other investment and financing professionals) the Issuer to
consider or explore (A) sales or acquisitions of assets or businesses or
other extraordinary corporate transactions, such as a takeover bid or scheme
of arrangement (including transactions in which MBL and/or its affiliates may
be proposed as acquirors), or (B) other changes to the Issuers business
or structure.
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Item 5.
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Interest in Securities of the Issuer
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(a),
(b)
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See
the information set forth on the cover page hereof.
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(c)
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MBL
has not effected any transaction in the Common Shares during the past 60
days.
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(d)
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Not
applicable.
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(e)
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Not
applicable.
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Item 6.
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Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
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On March 18, 2010, MBL entered into an agreement (
Support Agreement
) with Linear Gold Corp. (
Linear
) pursuant to which MBL agreed, subject to the
terms and conditions and certain exceptions set out in the Support Agreement,
to vote the Common Shares in Apollo that MBL holds in favor of a proposed
transaction contemplating a plan of arrangement involving Apollo and Linear
under the Canada Business Corporations Act
pursuant to
which Apollo will acquire the outstanding Common Shares in Linear, the Linear
shareholders will become shareholders in Apollo, and Linear will be merged
with a wholly-owned subsidiary of Apollo.
On March 18, 2010, MBL also entered into an agreement (
Lock Up Agreement
) with Apollo and Linear pursuant to
which MBL agreed, subject to the terms and conditions and certain exceptions
set out in the Lock Up Agreement, not to, directly or indirectly, sell, assign,
transfer, loan, grant security over, grant any warrant, right or option to
purchase, make any short sale or
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otherwise
dispose of, or enter into any hedging transactions with respect to the Common
Shares in Apollo, or any options or warrants to purchase any Common Shares in
Apollo held by MBL before December 31, 2010.
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Item 7.
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Material to be Filed as Exhibits
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Exhibit A
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Support
Agreement dated March 18, 2010, between MBL and Linear.
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Exhibit B
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Lock Up
Agreement dated March 18, 2010, among MBL, Apollo and Linear.
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Exhibit C
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2008 Warrant
dated December 10, 2008, issued by Apollo to MBL
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Exhibit D
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2009 Warrant
dated February 20, 2009, issued by Apollo to MBL
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