Apollo Gold (AMEX:AGT)
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5 Years : From May 2008 to May 2013

Apollo Gold Corporation (TSX: APG) (NYSE Amex: AGT) (“Apollo”) and
Linear Gold Corp. (TSX: LRR) (“Linear”) are pleased to announce today
that they have entered into a definitive arrangement agreement (the
“Arrangement Agreement”) in respect of the previously announced business
combination (the “Merger”) pursuant to which the businesses of Apollo
and Linear will be combined by way of a court approved plan of
arrangement. The Arrangement Agreement supercedes the letter of intent
executed by Apollo and Linear on March 9, 2010 in respect of the Merger.
Wade Dawe, Chief Executive Officer (“CEO”) and President of Linear, who
will be appointed as CEO and President of the combined company, said,
“The signing of the Arrangement Agreement is another step towards
closing of the Merger which will create an emerging Canadian mid-tier
gold producer. Our new company will be well positioned as the new gold
investment vehicle of choice for investors seeking growing gold
production in Canada, increasing gold mineral resources, a financially
strong balance sheet and a superior pipeline of projects in politically
stable jurisdictions.”
R. David Russell, CEO and President of Apollo, added, “Both Apollo and
Linear are working together to complete the Merger as well as prepare
for a smooth transition to start a new chapter for the combined company
in 2010. This year also marks the first full year of production from the
Black Fox Mine in the Timmins Mining District, including the start of
production from the new underground mine in the second half of 2010.”
The consummation of the Merger as contemplated by the Arrangement
Agreement is subject to a number of conditions precedent, including
approval of the shareholders of each of Apollo and Linear. The parties
currently anticipate that the Merger will be completed in June 2010. It
is expected that proxy and management information circulars will be
mailed to respective Apollo and Linear shareholders in May 2010.
About Apollo
Apollo is a growing gold producer that operates the wholly owned Black
Fox Mine in Ontario, Canada, which commenced gold production in May
2009. In 2010, Apollo expects to produce approximately 100,000 ounces of
gold from its Black Fox Mill at total cash costs between US$500 and
US$550 per ounce produced. Apollo is also exploring the adjoining Grey
Fox and Pike River properties, all in the Timmins gold district in
Ontario, Canada, as well as the Huizopa Joint Venture, (80 percent
Apollo and 20 percent Minas De Coronado, S. de R.L. de C.V.), an early
stage, gold-silver exploration project, approximately 16 kilometers (10
miles) southwest of Minefinders Dolores gold-silver mine, in the Sierra
Madres in Chihuahua, Mexico.
About Linear
Linear Gold Corp is a well financed gold exploration and development
company committed to maximizing shareholder value through a strategy of
mine development, focused exploration, and effective risk management
through selective partnerships and acquisitions. Linear's flagship
development property located near Uranium City, Saskatchewan, hosts an
economic gold deposit and is now in the development stage to become a
70,000 - 90,000 ounce per year gold producer. Linear also holds an
extensive and diverse portfolio of mineral projects in the Dominican
Republic and Mexico.
Forward-looking Statements
Certain statements in this press release relating to the proposed Merger
are “forward-looking statements” within the meaning of securities
legislation. These statements include statements regarding completion of
the Merger, future gold production, increasing gold resources, the
development of the Goldfields Project’s Box gold deposit and initial
production therefrom, production from Black Fox, the development of an
underground mine at Black Fox and combined company's position as an
investment vehicle. The companies do not intend, and do not assume any
obligation, to update these forward-looking statements. These
forward-looking statements represent management's best judgment based on
current facts and assumptions that management considers reasonable,
including that the required approval will be obtained from the
shareholders of Apollo or Linear, that all third party regulatory and
governmental approvals to the Merger will be obtained and all other
conditions to completion of the Merger will be satisfied or waived, that
operating and capital plans will not be disrupted by issues such as
mechanical failure, unavailability of parts, labour disturbances,
interruption in transportation or utilities, or adverse weather
conditions, that there are no material unanticipated variations in
budgeted costs, that contractors will complete projects according to
schedule, and that actual mineralization on properties will not be less
than identified mineral reserves. The companies make no representation
that reasonable business people in possession of the same information
would reach the same conclusions. Forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the companies to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking statements. In
particular, fluctuations in the price of gold or in currency markets
could prevent the companies from achieving their targets. Other factors
are disclosed under the heading “Risk Factors”, “Risks and
Uncertainties” and elsewhere in Apollo and Linear documents filed from
time to time with the Toronto Stock Exchange, on SEDAR and with other
regulatory authorities, and Apollo documents filed with the NYSE Amex
Equities Exchange and the United States Securities and Exchange
Commission (the “SEC”).
Additional Information and Where to Find It
In connection with Apollo’s and Linear’s solicitation of proxies with
respect to the meeting of shareholders of each of Apollo and Linear to
be called with respect to the proposed Merger, Apollo will file a proxy
statement with the SEC and with regulatory authorities in Canada and
Linear will file an information circular with regulatory authorities in
Canada. SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT/INFORMATION
CIRCULAR WHEN IT IS FINALIZED AND DISTRIBUTED TO SHAREHOLDERS BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain
a free-of-charge copy of Apollo’s proxy statement (when available) and
other relevant documents filed with the SEC and with regulatory
authorities in Canada from the SEC’s website at http://www.sec.gov
and from SEDAR at http://www.sedar.com,
as applicable. Shareholders will be able to obtain a free-of-charge copy
of Linear’s information circular (when available) and other relevant
documents filed with regulatory authorities in Canada on SEDAR at http://www.sedar.com.
Shareholders of Apollo will also be able to obtain a free-of-charge copy
of the proxy statement and other relevant documents (when available) by
directing a request by mail or telephone to Apollo Gold Corporation,
5655 South Yosemite St., Suite 200, Greenwood Village, Colorado
80111-3220 or (720) 886-9656, or from Apollo’s website, www.apollogold.com.
Shareholders of Linear will also be able to obtain a free-of-charge copy
of the information circular and other relevant documents (when
available) by directing a request by mail or telephone to Linear Gold
Corp., Suite 502, 2000 Barrington Street, Halifax, Nova Scotia B3J 3K1
or (902) 422-1421, or from Linear’s website, www.lineargoldcorp.com.
Interests of Participants in the Solicitation of Proxies
Apollo and certain of its directors, executive officers and other
members of its management and employees may, under the rules of the SEC,
be deemed to be “participants” in the solicitation of proxies from its
shareholders in connection with the proposed merger. Information
concerning the interests of the persons who may be considered
“participants” in the solicitation is set forth in Apollo’s proxy
statements and Annual Reports on Form 10-K (including any amendments
thereto), previously filed with the SEC, and in the proxy statement
relating to the plan of arrangement when it becomes available. Copies of
these documents can be obtained, without charge, at the SEC’s internet
website at www.sec.gov
or by directing a request to Apollo at the address above.