Apollo Gold Corporation

Apollo Gold Corporation

November 21, 2005 07:00 ET

Apollo Gold Closes the Sale of Its Nevada Mining Subsidiaries To Jipangu, Inc.

DENVER--(CCNMatthews - Nov 21, 2005) -

Apollo Gold Corporation ("Apollo" or the "Company") (AMEX:AGT) (TSX:APG) is pleased to announce the closing of the previously announced sale to a wholly owned subsidiary of Jipangu Inc. ("Jipangu") of Florida Canyon Mining, Inc., Standard Gold Mining, Inc., and Apollo Gold Exploration, Inc. for US$14 million. These companies own and operate the Florida Canyon and Standard mines and hold several nearby exploration properties.

As previously announced, Apollo and Jipangu have entered into a subscription agreement for a US$3.5 million private placement under which Jipangu will purchase up to 11,650,000 units of Apollo priced at Cdn$0.35 per unit, with each unit consisting of one common share of Apollo and 0.17167 of a warrant (for a total of up to 2,000,000 warrants), with each whole warrant exercisable for two years at Cdn$0.39 for one common share. The private placement is scheduled to close on January 18, 2006. When the private placement is completed and the warrants are exercised, Jipangu would own in the aggregate 19.7% of Apollo's common shares based on 106,556,451 common shares outstanding as of November 17, 2005.

Apollo will use approximately US$11.0 million of the proceeds from the sale of its subsidiaries to secure its convertible debentures, previously secured by the sold subsidiaries and their assets, with the balance, together with the proceeds from the private placement, to be used to supplement the funding of Apollo's general and administrative expenses, development of Black Fox, Montana Tunnels, exploration at Huizopa, and other general corporate purposes.

Mr. R. David Russell, Apollo's President and CEO, stated, "We are pleased with the closing of this transaction with Jipangu and will now concentrate on our Black Fox project. The Black Fox drilling program continues to exceed our expectations with high grade gold intercepts as well as a continued demonstration of continuity. The development of Black Fox is my vision for the future of Apollo, and we will complete the 2005 underground drilling program at the end of November 2005. We have started work on updating the ore reserves which we will release to the market in the first quarter 2006. The $11.0 million cash used as security can be released back to the Company in the future by substituting Black Fox as security for the convertible debentures, provided we meet certain conditions I expect to be able to meet these conditions in the first half of 2006, therefore making additional funding available to Apollo."

The Black Fox Project is located along the Destor-Porcupine fault system within the Abitibi Greenstone Belt, a world-class mining district that has yielded over 75 million ounces of cumulative gold production from renowned mines such as the Dome, Hoyle Pond, Hollinger, Holt McDermott and Harker Holloway. Black Fox was acquired by Apollo in late 2002 during a period of depressed metal prices as part of a strategic plan for the Company to explore and develop high-grade gold assets to replace its older and lower-grade producing properties. Current exploration plans also include continued surface drilling and underground drilling of the main mineralized zone as well as the base metal zone at Black Fox, where high-grade silver, lead, and zinc mineralization co-exist with high-grade gold.

Apollo Gold Corporation

Apollo Gold is a gold mining 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 Madre Gold Belt in Chihuahua, Mexico.

Jipangu Inc.

Jipangu is a Tokyo-based company that historically has specialized in gold investments. This transaction represents the first phase of Jipangu's strategy to become a gold mining company.

Wellington West Capital Markets is acting as financial adviser to Jipangu in connection with the acquisition and private placement.

Forward-Looking Statements

This press release includes certain "Forward-Looking Statements" within the meaning of section 21E of the United States Securities Exchange Act of 1934, as amended. All statements regarding the private placement, use of proceeds, anticipated closing dates, timing of completion of the 2005 Black Fox underground drilling program, and the release to Apollo of the $11.0 million used as security for the Company's convertible debentures are forward-looking statements that involve various risks and uncertainties. Important factors that could cause actual results to differ materially from these forward-looking statements include: the failure to close the private placement, failure to satisfy the conditions for release to Apollo of the $11.0 million securing the Company's convertible debentures, inability to complete the 2005 drilling program at Black Fox and other factors disclosed under the heading "Risk Factors" and elsewhere in Apollo documents filed from time to time with the Toronto Stock Exchange, The American Stock Exchange, the United States Securities and Exchange Commission and other regulatory authorities.

Contact Information