Apollo Gold Corporation

Apollo Gold Corporation

October 19, 2005 08:00 ET

Apollo Gold Signs Agreement With Jipangu Inc. for the Sale of Nevada Mining Subsidiaries

DENVER--(CCNMatthews - Oct 19, 2005) -

Apollo Gold Corporation ("Apollo" or the "Company") (TSX:APG) (AMEX:AGT) is pleased to announce it entered into a stock purchase agreement with Jipangu Inc. ("Jipangu") on October 17, 2005, pursuant to which a wholly-owned subsidiary of Jipangu has agreed to purchase Florida Canyon Mining, Inc., Standard Gold Mining, Inc., and Apollo Gold Exploration Inc. for US$14 million (the "Mine Purchase"), subject to certain conditions. In addition, Apollo and Jipangu have entered into a subscription agreement for a US$3.5 million private placement under which Jipangu would 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. If the private placement were completed and the warrants were exercised, Jipangu would own in the aggregate 19.7% of Apollo's common shares based on 106,556,449 common shares outstanding as of October 17, 2005.

The stock purchase agreement contemplates that the Mine Purchase will close on November 15, 2005. If the Mine Purchase does not close by December 1, 2005, either Apollo or Jipangu may terminate the agreement, provided that the terminating party has not breached the agreement in a manner that has prevented the closing. The US$3.5 million private placement is conditional upon the completion of the Mine Purchase, and would not close until the 61st day after the closing of the Mine Purchase.

Also, on October 17, 2005, pursuant to the stock purchase agreement, Jipangu advanced Apollo US$2.5 million and Apollo issued Jipangu a US$2.5 million promissory note due June 1, 2006. The note is non-interest bearing through December 1, 2005, after which the note will bear interest at 7.3% per annum. At the closing of the Mine Purchase, the US$2.5 million advance would be credited toward the US$14 million purchase price in full satisfaction of the indebtedness evidenced by the note.

If the Mine Purchase is not completed and the stock purchase agreement is terminated by Apollo due to Jipangu's failure to meet its obligations under the agreement, Apollo would have the right, but not the obligation, to apply the US$2.5 million advance to the subscription price for units of Apollo in connection with the private placement described above. If Apollo were to exercise this right, Jipangu would have the right, but not the obligation, to increase the total amount of its private placement investment to US$3.5 million. If the Mine Purchase is not completed and the stock purchase agreement is terminated for any other reason, Jipangu would have the right, but not the obligation, to apply the US$2.5 million advance to the private placement subscription price for units of Apollo. If Jipangu were to exercise this right, Jipangu would also have the right, but not the obligation, to increase the total amount of its private placement investment to US$3.5 million.

Apollo expects to use approximately US$10.7 million of the proceeds from the Mine Purchase to secure its convertible debentures, currently secured by the Nevada subsidiaries and their assets, with the balance and 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 signing of the agreements with Jipangu. The Black Fox project remains our vision for the future and we want to concentrate on Black Fox. The Black Fox drilling program continues to exceed our expectations with high grade gold intercepts as well as a continued demonstration of continuity."

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 operating mines in Montana and Nevada, 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 Mine Purchase and private placement.


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 stock purchase agreement, private placement, use of proceeds, and the anticipated closing dates are forward-looking statements that involve various risks and uncertainties. There can be no assurance that the stock purchase transaction or the private placement will be completed or that the transactions will close on the dates anticipated. Important factors that could cause actual results to differ materially from these forward-looking statements include: the failure to close the transactions contemplated by the stock purchase agreement and the subscription agreement, 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.

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