UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K
 
(Mark one)
 
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the fiscal year ended December 31, 2007
   
 
or
   
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the transition period from ___________ to ___________
 
Commission File Number: 001-31593
Apollo Gold Corporation
(Exact name of registrant as specified in its charter)
 
Yukon Territory
 
Not Applicable
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
5655 S. Yosemite Street, Suite 200
Greenwood Village, Colorado 80111-3220
(Address of Principal Executive Offices Including Zip Code)
Registrant’s telephone number, including area code: (720) 886-9656
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
 
Name of Each Exchange on Which Registered 
Common Shares, no par value
 
American Stock Exchange
   
Toronto Stock Exchange
 
Securities registered pursuant to Section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ 
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
 
Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
 
Large accelerated filer o    Accelerated filer o    Non-accelerated filer þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
 
As of June 30, 2007, the aggregate market value of the registrant’s voting common stock held by non-affiliates of the registrant was $42,993,061 based upon the closing sale price of the common stock as reported by the American Stock Exchange on that date.
 
As of March 18, 2008, the registrant had 160,965,258 common shares, no par value per share, outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of our definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the 2008 Annual Meeting of Shareholders are incorporated by reference to Part III of this Annual Report on Form 10-K.
 



 
REPORTING CURRENCY, FINANCIAL AND OTHER INFORMATION
 
All amounts in this Report are expressed in United States (“U.S.”) dollars. Unless otherwise indicated Canadian currency is denoted as “Cdn$.”
 
Financial information is presented in accordance with generally accepted accounting principles (“GAAP”) in Canada (“Cdn GAAP”). Differences between accounting principles generally accepted in the U.S. (“U.S. GAAP”) and those applied in Canada, as applicable to Apollo Gold Corporation, are discussed in Note 24 to the Consolidated Financial Statements.
 
Information in Part I and II of this report includes data expressed in various measurement units and contains numerous technical terms used in the gold mining industry. To assist readers in understanding this information, a conversion table and glossary are provided below.
 
References to “Apollo,” the “Company,” “we,” “our,” or “us” mean Apollo Gold Corporation, its predecessors and consolidated subsidiaries, or any one or more of them, as the context requires.
 
NON-GAAP FINANCIAL MEASURES
 
In this Annual Report on Form 10-K, we use the terms “cash operating costs,” “total cash costs,” and “total production costs,” each of which are considered non-GAAP financial measures as defined in the United States Securities and Exchange Commission (the “SEC”) Regulation S-K Item 10 and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. These terms are used by management to assess performance of individual operations and to compare our performance to other gold producers.
 
The term “cash operating costs” is used on a per ounce of gold basis. Cash operating costs per ounce is equivalent to direct operating cost as found on the Consolidated Statements of Operations, less production royalty expenses and mining taxes but includes by-product credits for payable silver, lead and zinc.
 
The term “total cash costs” is equivalent to cash operating costs plus production royalties and mining taxes.
 
The term “total production costs” is equivalent to total cash costs plus non-cash costs including depreciation and amortization.
 
These measures are not necessarily indicative of operating profit or cash flow from operations as determined under GAAP and may not be comparable to similarly titled measures of other companies. See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations for a reconciliation of these non-GAAP measures to our Statements of Operations.
 
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This Annual Report on Form 10-K contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, with respect to our financial condition, results of operations, business prospects, plans, objectives, goals, strategies, future events, capital expenditure, and exploration and development efforts. Words such as “anticipates,” “expects,” “intends,” and similar expressions identify forward-looking statements. These statements include comments regarding:
 
 
·
future timing and operational results and cash flows from the Montana Tunnels mine;
 
-2-

 
 
·
the establishment and estimates of mineral reserves and resources;
 
 
·
the timing of completion of a Black Fox feasibility study;
 
 
·
production and production costs;
 
 
·
daily production and mill throughput rates;
 
 
·
cash operating costs;
 
 
·
total cash costs;
 
 
·
grade of ore mined and milled;
 
 
·
grade of concentrates produced;
 
 
·
anticipated expenditures for development, exploration, and corporate overhead;
 
 
·
timing and issue of permits;
 
 
·
expansion plans for existing properties;
 
 
·
plans for Black Fox and Huizopa;
 
 
·
estimates of closure costs;
 
 
·
future financing of projects at Apollo;
 
 
·
liquidity;
 
 
·
estimates of environmental liabilities;
 
 
·
our ability to obtain financing to fund our estimated expenditure and capital requirements;
 
 
·
factors impacting our results of operations;
 
 
·
the impact of adoption of new accounting standards.
 
Although we believe that our plans, intentions and expectations reflected in these forward-looking statements are reasonable, we cannot be certain that these plans, intentions or expectations will be achieved. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and other factors described in more detail in this Annual Report on Form 10-K:
 
 
·
unexpected changes in business and economic conditions;
 
 
·
significant increases or decreases in gold prices and zinc prices;
 
 
·
changes in interest and currency exchange rates;
 
 
·
timing and amount of production;
 
-3-

 
 
·
unanticipated grade changes;
 
 
·
unanticipated recovery or production problems;
 
 
·
changes in mining and milling costs;
 
 
·
operational problems at our mining property;
 
 
·
metallurgy, processing, access, availability of materials, equipment, supplies and water;
 
 
·
determination of reserves;
 
 
·
changes in project parameters;
 
 
·
costs and timing of development of new reserves;
 
 
·
results of current and future exploration activities;
 
 
·
results of pending and future feasibility studies;
 
 
·
joint venture relationships;
 
 
·
political or economic instability, either globally or in the countries in which we operate;
 
 
·
local and community impacts and issues;
 
 
·
timing of receipt of government approvals;
 
 
·
accidents and labor disputes;
 
 
·
environmental costs and risks;
 
 
·
competitive factors, including competition for property acquisitions;
 
 
·
availability of external financing at reasonable rates or at all; and
 
 
·
the factors discussed in this Annual Report on Form 10-K under the heading “Risk Factors.”
 
Many of these factors are beyond our ability to control or predict. These factors are not intended to represent a complete list of the general or specific factors that may affect us. We may note additional factors elsewhere in this Annual Report on Form 10-K and in any documents incorporated by reference into this Annual Report on Form 10-K. We undertake no obligation to update forward-looking statements.
 
GLOSSARY OF TERMS
 
We report our reserves on two separate standards to meet the requirements for reporting in both Canada and the United States (“U.S.”). Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 (“NI 43-101”). The definitions given in NI 43-101 are adopted from those given by the Canadian Institute of Mining Metallurgy and Petroleum. U.S. reporting requirements for disclosure of mineral properties are governing by SEC Industry Guide 7. These reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but embody differing approaches and definitions.
 
-4-

 
We estimate and report our resources and reserves according to the definitions set forth in NI 43-101 and modify and reconcile them as appropriate to conform to SEC Industry Guide 7 for reporting in the U.S. The definitions for each reporting standard are presented below with supplementary explanation and descriptions of the parallels and differences.

NI 43-101 Definitions
   
     
indicated mineral resource
 
The term “indicated mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be established with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
     
inferred mineral resource
 
The term “inferred mineral resource” refers to that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.
     
measured mineral resource
 
The term “measured mineral resource” refers to that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
     
mineral reserve
 
The term “mineral reserve” refers to the economically mineable part of a measured or indicated mineral resource demonstrated by at least a preliminary feasibility study. The study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that might occur when the material is mined.
 
-5-

 
mineral resource
 
The term “mineral resource” refers to a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.
     
probable mineral reserve
 
The term “probable mineral reserve” refers to the economically mineable part of an indicated, and in some circumstances a measured mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
     
proven mineral reserve1
 
The term “proven mineral reserve” refers to the economically mineable part of a measured mineral resource demonstrated by at least a preliminary feasibility study.
     
qualified person2
 
The term “qualified person” refers to an individual who is an engineer or geoscientist with at least five years of experience in mineral exploration, mine development, production activities and project assessment, or any combination thereof, including experience relevant to the subject matter of the project or report and is a member in good standing of a self-regulating organization.
 
SEC Industry Guide 7 Definitions
 
exploration stage
 
An “exploration stage” prospect is one which is not in either the development or production stage.
     
development stage
 
A “development stage” project is one which is undergoing preparation of an established commercially mineable deposit for its extraction but which is not yet in production. This stage occurs after completion of a feasibility study.
     
mineralized material3 
 
The term “mineralized material” refers to material that is not included in the reserve as it does not meet all of the criteria for adequate demonstration for economic or legal extraction.
     
probable reserve
 
The term “probable reserve” refers to reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.
     
production stage
 
A “production stage” project is actively engaged in the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product.
     
 
-6-

 
proven reserve
 
The term “proven reserve” refers to reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
     
reserve
 
The term “reserve” refers to that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves must be supported by a feasibility study done to bankable standards that demonstrates the economic extraction. (“Bankable standards” implies that the confidence attached to the costs and achievements developed in the study is sufficient for the project to be eligible for external debt financing.) A reserve includes adjustments to the in-situ tonnes and grade to include diluting materials and allowances for losses that might occur when the material is mined.
 

1 For Industry Guide 7 purposes this study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.
 
2 Industry Guide 7 does not require designation of a qualified person.
 
3 This category is substantially equivalent to the combined categories of measured and indicated mineral resources specified in NI 43-101.
 
Additional Definitions
 
breccia
 
rock consisting of angular fragments of other rocks held together by mineral cement or a fine-grained matrix
     
call
 
a financial instrument that provides the right, but not the obligation, to buy a specified number of ounces of gold or of pounds of lead or zinc at a specified price
     
clasts
 
fragments of a pre-existing rock or fossil embedded within another rock
     
concentrate
 
a processing product containing the valuable ore mineral from which most of the waste mineral has been eliminated
     
cretaceous
 
the third and latest of the periods in the Mesozoic era
     
cut off or cut-off grade
 
when determining economically viable mineral reserves, the lowest grade of mineralized material that qualifies as ore, i.e. that can be mined at a profit
     
diatreme
 
an upward sloping passage forced through sedimentary rock by volcanic activity
     
doré
 
unrefined gold bullion bars containing various impurities such as silver, copper and mercury, which will be further refined to near pure gold
fault
 
a rock fracture along which there has been displacement
 
-7-

 
feasibility study
 
a definitive engineering and economic study addressing the viability of a mineral deposit taking into consideration all associated technical factors, costs, revenues, and risks
     
fold
 
a curve or bend of a planar structure such as rock strata, bedding planes, foliation, or cleavage
     
footwall
 
a geologic or mining term meaning the rock below a fault or vein, or underlying a natural feature, or the mining floor
     
formation
 
a distinct layer of sedimentary rock of similar composition
     
geophysicist
 
one who studies the earth; in particular the physics of the solid earth, the atmosphere and the earth’s magnetosphere
     
geotechnical
 
the study of ground stability
     
grade
 
quantity of metal per unit weight of host rock
     
heap leach
 
a mineral processing method involving the crushing and stacking of ore on an impermeable liner upon which solutions are sprayed to dissolve metals such as gold and copper; the solutions containing the metals are then collected and treated to recover the metals
     
heterolithic
 
having more than one, differing kinds of rock components
     
host rock
 
the rock containing a mineral or an ore body
     
hydrothermal
 
the products of the actions of heated water, such as a mineral deposit precipitated from a hot solution
     
induced polarization
 
a method of conducting geophysics and locating drilling targets
     
intercalated
 
said of layered material that exists or is introduced between layers of a different character
     
latitic composition
 
igneous rock composed largely of equal amounts of orthoclase and plagioclase feldspar minerals and less than 10% quartz
     
mafic
 
pertaining to or composed dominantly of the ferromagnesian rock-forming silicates; said of some igneous rocks and their constituent minerals
     
mapping or geologic mapping
 
the recording of geologic information such as the distribution and nature of rock units and the occurrence of structural features, mineral deposits, and fossil localities
     
mineral
 
a naturally formed chemical element or compound having a definite chemical composition and, usually, a characteristic crystal form
     
mineralogy
 
the science of minerals
     
mineralization
 
a natural occurrence in rocks or soil of one or more metal yielding minerals
 
-8-

 
mining
 
the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product. Exploration continues during the mining process and, in many cases, mineral reserves are expanded during the life of the mine operations as the exploration potential of the deposit is realized.
     
National Instrument 43-101
 
Canadian standards of disclosure for mineral projects
     
open pit
 
surface mining in which the ore is extracted from a pit or quarry, the geometry of the pit may vary with the characteristics of the ore body
     
ore
 
mineral bearing rock that can be mined and treated profitably under current or immediately foreseeable economic conditions
     
ore body
 
a mostly solid and fairly continuous mass of mineralization estimated to be economically mineable
     
outcrop
 
that part of a geologic formation or structure that appears at the surface of the earth
     
petrographic
 
the systematic classification and description of rocks, especially by microscopic examinations of thin sections
     
pluton
 
a body of igneous rock that has formed beneath the surface of the earth by consolidation from magma
     
put
 
a financial instrument that provides the right, but not the obligation, to sell a specified number of ounces of gold or of pounds of lead or zinc at a specified price
     
pyrite
 
common sulfide of iron
     
quartz
 
a mineral composed of silicon dioxide, SiO2 (silica)
     
quartz monzonite
 
a course-grained igneous rock made up principally of feldspar minerals and quartz
     
reclamation
 
the process by which lands disturbed as a result of mining activity are modified to support beneficial land use. Reclamation activity may include the removal of buildings, equipment, machinery and other physical remnants of mining, closure of tailings storage facilities, leach pads and other mine features, and contouring, covering and re-vegetation of waste rock and other disturbed areas.
     
reclamation and closure costs
 
the cost of reclamation plus other costs, including without limitation certain personnel costs, insurance, property holding costs such as taxes, rental and claim fees, and community programs associated with closing an operating mine
 
-9-

 
recovery rate
 
a term used in process metallurgy to indicate the proportion of valuable material physically recovered in the processing of ore, generally stated as a percentage of the material recovered compared to the total material originally present
     
SAG
 
semi-autogenous grinding, a method of grinding rock into fine particles, in which the grinding media consists of steel balls
     
SEC Industry Guide 7
 
U.S. reporting guidelines that apply to registrants engaged or to be engaged in significant mining operations
     
sedimentary rock
 
rock formed at the earth’s surface from solid particles, whether mineral or organic, which have been moved from their position of origin and redeposited
     
skarn
 
a rock of complex mineral composition
     
stratigraphy
 
the branch of geology which studies the formation, composition, sequence and correlation of the stratified rock as parts of the earth’s crust
     
strike
 
the direction or trend that a structural surface, e.g. a bedding or fault plane, takes as it intersects the horizontal
     
strip
 
to remove overburden in order to expose ore
     
subangular
 
somewhat angular, free from sharp angles but not smoothly rounded
     
sulfide
 
a mineral including sulfur (S) and iron (Fe) as well as other elements; metallic sulfur-bearing mineral often associated with gold mineralization
     
variogram
 
graphical representation of the rate of change of grade with distance which is used to define parameters for controlling sample layout and resource modeling
     
vein
 
a thin, sheet like crosscutting body of hydrothermal mineralization, principally quartz
     
volcanic lastics
 
volcanic rocks containing significant amounts of rock fragments that have been moved from their place of origin during volcanic activity
     
volcanic rock
 
originally molten rocks, generally fine grained, that have reached or nearly reached the earth’s surface before solidifying

-10-

 
CONVERSION FACTORS AND ABBREVIATIONS
 
For ease of reference, the following conversion factors are provided:
 
1 acre
 
= 0.4047 hectare
 
1 mile
 
= 1.6093 kilometers
1 foot
 
= 0.3048 meter
 
1 troy ounce
 
= 31.1035 grams
1 gram per metric tonne
 
= 0.0292 troy ounce/short ton
 
1 square mile
 
= 2.59 square kilometers
1 short ton (2000 pounds)
 
= 0.9072 tonne
 
1 square kilometer
 
= 100 hectares
1 tonne
 
= 1,000 kg or 2,204.6 lbs
 
1 kilogram
 
= 2.204 pounds or 32.151 troy oz
1 hectare
 
= 10,000 square meters
 
1 hectare
 
= 2.471 acres

The following abbreviations could be used herein:
 
Ag
 
= silver
 
m
 
= meter
Au
 
= gold
 
m(2)
 
= square meter
Au g/t
 
= grams of gold per tonne
 
m(3)
 
= cubic meter
g
 
= gram
 
Ma
 
= million years
ha
 
= hectare
 
Oz
 
= troy ounce
km
 
= kilometer
 
Pb
 
= lead
km(2)
 
= square kilometers
 
t
 
= tonne
kg
 
= kilogram
 
T
 
= ton
lb
 
= pound
 
Zn
 
= zinc
m
 
= meter
       

Note: All units in this report are stated in metric measurements unless otherwise noted.
 
-11-

 
PART I
 
ITEM 1. BUSINESS
 
OVERVIEW OF APOLLO GOLD
 
The earliest predecessor to Apollo Gold Corporation was incorporated under the laws of the Province of Ontario in 1936. In May 2003, it reincorporated under the laws of the Yukon Territory. Apollo Gold Corporation maintains its registered office at 204 Black Street, Suite 300, Whitehorse, Yukon Territory, Canada Y1A 2M9, and the telephone number at that office is (867) 668-5252. Apollo Gold Corporation maintains its principal executive office at 5655 S. Yosemite Street, Suite 200, Greenwood Village, Colorado 80111-3220, and the telephone number at that office is (720) 886-9656. Our internet address is http://www.apollogold.com. Information contained on our website is not a part of this Annual Report on Form 10-K.
 
Apollo is engaged in gold mining including extraction, processing, refining and the production of by-product metals, as well as related activities including exploration and development. The Company is the operator of the Montana Tunnels mine (“Mine”), which is a 50% joint venture with Elkhorn Tunnels, LLC (“Elkhorn”). The Mine is an open pit mine and mill producing gold doré and lead-gold and zinc-gold concentrates. See Item 2 “Description of Properties” for further information.
 
Apollo has a development project, the Black Fox Project, which is located near the Township of Matheson in the Province of Ontario, Canada. Apollo also owns Mexican subsidiaries which own concessions at the Huizopa exploration project, located in the Sierra Madres in Chihuahua, Mexico. The Huizopa project is subject to an 80% Apollo/20% Mineras Coronado joint venture agreement.
 
-12-

 
BACKGROUND
 
Apollo Gold Corporation
 
The following chart illustrates Apollo’s operations and principal operating subsidiaries and their jurisdictions of incorporation. Apollo owns 100% of the voting securities of each subsidiary.
 
APOLLO GOLD GROUP 
(as of March 18, 2008) 
 
 
APOLLO GOLD CORPORATION: American Stock Exchange and Toronto Stock Exchange listed holding company which owns and operates the Black Fox development property.
 
APOLLO GOLD, INC.: Holding company, employs executive officers and furnishes corporate services to Apollo Gold Corporation and its subsidiaries.
 
MONTANA TUNNELS MINING, INC.: Owns a 50% interest in and operates the Montana Tunnels mine and owns the Diamond Hill mine. The Montana Tunnels mine is subject to a joint venture agreement with Elkhorn who has a 50% beneficial interest in the Mine.
 
MINE DEVELOPMENT FINANCE INC.: Provides intercompany loans and other financial services to its affiliated companies.
 
MINERA SOL DE ORO S.A. de C.V.: Holds rights to the Huizopa exploration property.
 
MINAS de ARGONAUTAS, S. de R.L de C.V.: Conducts exploration at the Huizopa exploration property in Mexico.
 
-13-

 
Financial Information
 
Segmented information is contained in Note 22 of the “Notes to the Consolidated Financial Statements” contained within this Annual Report on Form 10-K.

Products
 
The Montana Tunnels mine produces gold, zinc, silver, and lead in gold doré and lead-gold and zinc-gold concentrates. The metals produced are sold to custom smelters, refiners and metals traders. The percentage of sales contributed by each class of product is reflected in the following table.
 
   
Year Ended
December 31,
 
Product Category
 
2007
 
2006
 
2005
 
Gold
   
32
%
 
32
%
 
46
%
Zinc
   
40
%
 
47
%
 
34
%
Silver and Lead
   
28
%
 
21
%
 
20
%
 
The table below summarizes Montana Tunnels’ metals production and average metals prices for the periods indicated.
 
   
Year Ended December 31,
 
Production Summary
   
2007(1) (2
)
 
2006(3
)
 
2005
 
Gold ounces
   
16,632
   
4,959
   
44,099
 
Silver ounces
   
250,982
   
116,004
   
524,722
 
Lead pounds
   
5,590,737
   
1,196,317
   
10,428,061
 
Zinc pounds
   
11,874,543
   
3,040,058
   
22,380,136
 
Average metals prices
                   
Gold - London Bullion Mkt. ($/ounce)
 
$
696
 
$
604
 
$
445
 
Silver - London Bullion Mkt. ($/ounce)
 
$
13.40
 
$
11.55
 
$
7.31
 
Lead - LME Cash ($/pound)
 
$
1.17
 
$
0.58
 
$
0.44
 
Zinc - LME Cash ($/pound)
 
$
1.47
 
$
1.49
 
$
0.63
 
 

(1)
Effective December 31, 2006, the Mine became a 50/50 joint venture; therefore, 2007 metal production shown in the table above represents Apollo’s 50% share of the joint venture.
 
(2)
The Mine recommenced milling operations on March 1, 2007; therefore, production in 2007 is for a ten month period.
 
(3)
The Montana Tunnels mine ceased milling operations on May 12, 2006; therefore, no metal products were produced after that date for the remainder of 2006.
 
Gold
 
Montana Tunnels produced 16,632, 4,959, and 44,099 ounces of gold during the years ended December 31, 2007, 2006, and 2005, respectively.
 
The majority of our gold revenue is derived from the sale of gold contained within the lead-gold and zinc-gold concentrates. See Item 2 “Description of Properties - Montana Tunnels Mine” for further information. The balance of the gold revenue is derived from the sale of refined gold in the form of doré bars. Because doré is an alloy consisting primarily of gold but also containing silver and other metals, bars are sent to refiners to produce bullion that meets the required market standard of 99.99% pure gold. Under the terms of our refining contracts, the bars are refined for a fee, and our share of the refined gold and the separately recovered silver is paid to us.
 
-14-

 
Gold Uses
 
Gold has two primary uses: product fabrication and bullion investment. Fabricated gold has a variety of end uses, including jewelry, electronics, dentistry, industrial and decorative uses, medals, medallions and official coins. Gold investors purchase gold bullion, official coins and high-carat jewelry.
 
Gold Supply
 
The worldwide supply of gold consists of a combination of new production from mining and existing stocks of bullion and fabricated gold held by governments, financial institutions, industrial organizations and private individuals.
 
Gold Price History
 
The price of gold is volatile and is affected by numerous factors beyond our control such as the sale or purchase of gold by various central banks and financial institutions, inflation or deflation, fluctuation in the value of the US dollar and foreign currencies, global and regional demand, and the political and economic conditions of major gold-producing countries throughout the world.
 
The following table presents the high, low and average afternoon fixing prices for gold per ounce on the London Bullion Market over the past ten years:
 
Year
 
High
 
Low
 
Average
 
1998
   
313
   
273
   
294
 
1999
   
326
   
253
   
279
 
2000
   
313
   
264
   
279
 
2001
   
293
   
256
   
271
 
2002
   
349
   
278
   
310
 
2003
   
416
   
320
   
364
 
2004
   
454
   
375
   
409
 
2005
   
537
   
411
   
445
 
2006
   
725
   
525
   
604
 
2007
   
841
   
608
   
696
 
2008*
   
971
   
847
   
906
 
 

* Through February 29, 2008
 
Zinc
 
Production from the Montana Tunnels mine also includes the extraction, processing and sale of zinc contained in sulfide concentrates. The mine produced approximately 11,900,000, 3,000,000, and 22,400,000 pounds of payable zinc in 2007, 2006, and 2005, respectively.
 
Due to its corrosion resisting property, zinc is used primarily as the coating in galvanized steel. Galvanized steel is widely used in construction of infrastructure, housing and office buildings. In the automotive industry, zinc is used for galvanizing and die-casting and in the vulcanization of tires. Smaller quantities of various forms of zinc are used in the chemical and pharmaceutical industries, including fertilizers, food supplements and cosmetics, and in specialty electronic applications such as satellite receivers.
 
-15-

 
Annual Global Supply/ Demand Balance for Zinc, 2002-2007
 
 
 
2007
 
2006
 
2005
 
2004
 
2003
 
   
(000 tonnes)
 
Refined Consumption
   
11,667
   
11,107
   
10,629
   
10,651
   
9,848
 
Refined Production
   
11,609
   
10,704
   
10,255
   
10,357
   
9,870
 
Release of Inventoried Stocks
   
10
   
28
   
29
   
12
   
7
 
Increase (Decrease) World Stock
   
(48
)
 
(375
)
 
(345
)
 
(282
)
 
29
 
LME Stocks - Total
   
89
   
90
   
394
   
629
   
740
 
- Weeks’ consumption
   
0.4
   
0.4
   
1.9
   
3.1
   
3.9
 
Reported Stocks - Total
   
466
   
514
   
808
   
1,039
   
1,159
 
- Weeks’ consumption
   
2.1
   
2.3
   
4.0
   
5.1
   
6.1
 
LME Cash Price - $/tonne
   
3,250
   
3,273
   
1,380
   
1,048
   
828
 
- cents/lb
   
147.4
   
148.5
   
62.6
   
47.5
   
37.6
 
 

Data Source: Standard Bank Metals Report.
 
Zinc Price History
 
The following table sets forth for the periods indicated the London Metals Exchange high, low and average settlement prices of zinc in U.S. dollars per pound:
 
   
Zinc
 
Year
 
High
 
Low
 
Average
 
2001
   
0.48
   
0.33
   
0.40
 
2002
   
0.42
   
0.33
   
0.35
 
2003
   
0.46
   
0.34
   
0.38
 
2004
   
0.56
   
0.42
   
0.56
 
2005
   
0.86
   
0.53
   
0.64
 
2006
   
1.93
   
1.43
   
1.53
 
2007
   
1.84
   
1.00
   
1.47
 
2008*
   
1.23
   
0.99
   
1.08
 
 

* Through February 29, 2008
 
Silver
 
Montana Tunnels produced 250,982, 116,004, and 524,722 ounces of silver in the years ended December 31, 2007, 2006, and 2005, respectively. The silver production is derived from the gold doré as well as the lead and zinc concentrates.
 
Silver has traditionally served as a medium of exchange, much like gold. While silver continues to be used for currency, the current principal uses of silver are for industrial uses, primarily for electrical and electronic components, photography, jewelry and silverware. Silver’s strength, malleability, ductility, thermal and electrical conductivity, sensitivity to light and ability to endure extreme changes in temperature combine to make silver a widely used industrial metal. Specifically, it is used in photography, batteries, computer chips, electrical contacts, and high technology printing. Silver’s anti-bacterial properties also make it valuable for use in medicine and in water purification.
 
Silver Price History
 
The following table sets forth for the periods indicated the London Metals Exchange high, low and average settlement prices of silver in U.S. dollars per ounce.
 
   
Silver
 
Year
 
High
 
Low
 
Average
 
2001
   
4.83
   
4.03
   
4.37
 
2002
   
5.13
   
4.22
   
4.60
 
2003
   
5.99
   
4.35
   
4.88
 
2004
   
8.29
   
5.49
   
6.65
 
2005
   
9.22
   
6.39
   
7.31
 
2006
   
14.94
   
8.83
   
11.57
 
2007
   
15.82
   
11.67
   
13.38
 
2008*
   
19.62
   
14.93
   
16.75
 
 

* Through February 29, 2008
 
-16-

 
Lead
 
Production from Montana Tunnels also includes the extraction, processing and sale of lead contained in sulfide concentrates. Montana Tunnels produced approximately 5,600,000, 1,200,000, and 10,400,000 pounds of payable lead in 2007, 2006 and 2005, respectively.
 
The primary use of lead is in motor vehicle batteries, but it is also used in cable sheathing, solder in printed wiring circuits, shot for ammunition and alloying. Lead in chemical form is used in alloys, glass and plastics.
 
Annual Global Supply/ Demand Balance for Lead, 2002-2007

   
2007
 
2006
 
2005
 
2004
 
2003
 
   
(000 tonnes)
 
Refined Consumption
   
8,458
   
8,048
   
7,616
   
7,257
   
6,826
 
Refined Production
   
8,339
   
8,102
   
7,541
   
6,955
   
6,748
 
Release of Stock
   
0
   
10
   
36
   
56
   
60
 
Increase (Decrease) Stock
   
(119
)
 
64
   
(39
)
 
(246
)
 
(18
)
LME Stocks - Total
   
49
   
41
   
44
   
40
   
109
 
- Weeks’ consumption
   
0.3
   
0.3
   
0.3
   
0.3
   
0.8
 
Reported Stocks - Total
   
173
   
378
   
314
   
298
   
407
 
- Weeks’ consumption
   
1.1
   
2.4
   
2.1
   
2.1
   
3.1
 
LME cash price - $/tonne
   
2,595
   
1,288
   
976
   
887
   
516
 
- cents/lb
   
117.7
   
58.4
   
44.3
   
40.2
   
23.4
 
 

Data Source: Standard Bank Metals Report.
 
Lead Price History
 
The following table sets forth for the periods indicated the London Metals Exchange high and low settlement prices for lead in U.S. dollars per pound.
 
   
Lead
 
Year
 
High
 
Low
 
2001
   
0.24
   
0.20
 
2002
   
0.24
   
0.18
 
2003
   
0.34
   
0.19
 
2004
   
0.45
   
0.29
 
2005
   
0.49
   
0.41
 
2006
   
0.79
   
0.71
 
2007
   
1.80
   
0.78
 
2008*
   
1.54
   
1.12
 
 
* Through February 29, 2008
 
-17-

 
Smelting and Refining Process
 
Our lead and zinc concentrates are shipped by rail for smelting to Teck Cominco Metals Ltd. in Trail, British Columbia, Canada, approximately five hours from the Montana Tunnels mine. Our contract with Teck Cominco covers all concentrates produced from the Mine - L Pit. See Item 2 “Description of Properties - Montana Tunnels Mine” for further information.
 
We have an agreement with Johnson Matthey to refine gold doré to a final finished product. Johnson Matthey receives $0.75 for each ounce of gold doré it refines, in addition to receiving a fee of 0.5% of the payable metal for silver and 0.1% of the payable metal for gold, with a minimum charge of $750 per delivery.
 
Mineral Reserves
 
Our proven and probable mineral reserves are estimated in conformance with definitions set out in NI 43-101 and on a basis consistent with the definition of proven and probable mineral reserves set forth in SEC Industry Guide 7. See our “Glossary of Terms.”
 
The estimates of our mineral reserves are prepared by Apollo based on information compiled and/or validated by Mr. Richard F. Nanna, our employee and Senior Vice President of Exploration. Mr. Nanna is a professional geologist with 35 years of experience and a registered Professional Geologist in the State of Washington. Mr. Nanna is considered a qualified person under NI 43-101.
 
Since we report our mineral reserves to both NI 43-101 and SEC Industry Guide 7 standards, it is possible for our reserve figure to vary between the two. Where such a variance occurs it will arise from the differing requirements for reporting mineral reserves. For example, the NI 43-101 has a minimum requirement that reserves be supported by a pre-feasibility study, whereas SEC Industry Guide 7 requires support from a full feasibility study done to bankable standards. The Black Fox Project thus reports reserves under NI 43-101, but reports no reserves under SEC Industry Guide 7 as a final bankable feasibility study has not been completed. No reconciliation between NI 43-101 and SEC Industry Guide 7 is included for Montana Tunnels as there are no material differences.
 
The following table sets forth the estimated mineral reserves attributable to the interest held by Apollo.
 
Proven and Probable Reserves - Gold Ounces
 
       
As of December 31,
 
Mines
 
Apollo interest
 
2007
 
2006
 
2005 (1)
 
Montana Tunnels
   
50
%
 
283,664
   
275,850
   
535,900
 
Black Fox Project
   
100
%
 
1,002,000
   
448,800
   
457,100
 
Apollo Gold - Total
         
1,285,664
   
724,650
   
993,000
 
 

(1)
In 2005 Apollo’s share of the Montana Tunnels reserves was 100%.

Montana Tunnels Reserves - Apollo’s Interest
 
Apollo’s interest in the end-of-year 2007 reserves is 21.0 million tons containing 283,700 ounces of gold, 434,000 ounces of silver, 211 million pounds of zinc, and 73 million pounds of lead. The grade model was modified in 2007 with a new indicator cut off to reflect higher metal prices. Further, the M Pit was redesigned and incorporates new geological information and better access to the north end of the pit. This combination has resulted in an increase of reserves.
 
-18-

 
Montana Tunnels Mine Reserve Statement at December 31, 2007 (1)
(Apollo’s 50% interest)
 
Pit (Imperial Summary)
 
Classification
 
Tons
000’s
 
Grade oz Au/T
 
Ag oz
Ag/T
 
Pb %
 
Zn %
 
Ounces Au
000’s
 
L Pit
   
Proven
   
3,266.0
   
0.0149
   
0.172
   
0.216
   
0.611
   
48.5
 
Mill Stockpile
   
Proven
   
333.4
   
0.0085
   
0.304
   
0.182
   
0.413
   
2.8
 
Subtotal
   
Proven
   
3,599.4
   
0.0143
   
0.184
   
0.213
   
0.592
   
51.3
 
     
 
                                     
L Pit
   
Probable
   
12.8
   
0.0128
   
0.166
   
0.220
   
0.499
   
0.2
 
M Pit
   
Probable
   
17,365.6
   
0.0134
   
0.212
   
0.165
   
0.485
   
232.2
 
Subtotal
   
Probable
   
17,378.4
   
0.0130
   
0.212
   
0.165
   
0.485
   
232.4
 
     
 
                                     
Total
   
Proven + Probable
   
20,977.8
   
0.0135
   
0.207
   
0.173
   
0.504
   
283.7
 
 

(1)
Recovery rates are expected to be 77% for gold, 72% for silver, 85% for lead, and 82% for zinc.
 
The past three years average metal prices were used for the calculation of the year-end 2007 reserves, which are as follows:
 
Gold - $581/oz
Silver - $10.75/oz
Lead - $0.73/lb
Zinc - $1.20/lb
 
Black Fox Reserves
 
The probable mineral reserves estimates disclosed below for Black Fox were in a NI 43-101 report completed in August 2007.

The mineral reserve was calculated based on a gold price of US$525/oz. The average total cash cost per ounce of gold production was calculated at $236 per ounce.

Black Fox Probable Reserve Statement as of December 31, 2007
 
Mining Method
 
Cutoff Grade
Au g/t
 
Tonnes
(000)
 
Grade
Au g/t
 
Contained
Au Ounces
 
Open Pit
   
1.0
   
3,362
   
5.8
   
625,000
 
Underground
   
3.0
   
1,108
   
10.6
   
377,000
 
                           
Total Reserves
                     
1,002,000
 
 

(1)
Underground reserves include dilution of 66,000 tonnes of indicated material with an average grade of 1.26 g/t Au.

Black Fox Reserves at February 29, 2008

On February 29, 2008, we announced a new reserve of 1,330,000 ounces of gold, an increase of 328,000 ounces, based on a gold price of $650 per ounce. We expect to file a NI 43-101 report within 45 days of February 29, 2008. We expect the NI 43-101 to be a full feasibility study done to a bankable standard (“bankable feasibility study”). A bankable feasibility study is a comprehensive analysis of a project’s economics (+/- 15% precision) used by the banking industry for financing purposes.

 
-19-


Black Fox Probable Reserve Statement As of February 29, 2008
 
Mining Method
 
Cutoff Grade
Au g/t
 
Tonnes
(000)
 
Grade
Au g/t
 
Contained
Au Ounces
 
Open Pit
   
1.0
   
4,350
   
5.2
   
730,000
 
Underground (1)
   
3.0
   
2,110
   
8.8
   
600,000
 
                           
Total Reserves
                     
1,330,000
 
 

(1)
Underground reserves assume 95% mining recovery 17% planned dilution and 5% unplanned dilution both at 0 grams per tonne grade.

Employee Relations
 
As of December 31, 2007, we had approximately 230 employees, including 6 employees at our principal executive office in Greenwood Village, Colorado.
 
Competition
 
We compete with major mining companies and other natural mineral resource companies in the acquisition, exploration, financing and development of new prospects. Many of these companies are larger and better capitalized than we are. There is significant competition for the limited number of gold acquisition and exploration opportunities. Our competitive position depends upon our ability to successfully and economically explore, acquire and develop new and existing mineral prospects. Factors that allow producers to remain competitive in the market over the long term include the quality and size of their ore bodies, costs of operation, and the acquisition and retention of qualified employees. We also compete with other mining companies for skilled mining engineers, mine and processing plant operators and mechanics, geologists, geophysicists and other technical personnel. This could result in higher turnover and greater labor costs.
 
Available Information
 
We make available, free of charge, on or through our Internet website links to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our internet address is www.apollogold.com. Our code of business conduct and ethics is located on our website. To the extent permitted, we intend to post on our website any amendments to, or waivers from, our code of business conduct and ethics. Our internet website and the information contained therein or connected thereto are not incorporated into this Annual Report on Form 10-K.
 
ITEM 1A. RISK FACTORS
 
In addition to historic information, the information in this Annual Report on Form 10-K contains “forward looking” statements about our future business and performance. Our actual operating results and financial performance may be very different from what we expect as of the date of this Annual Report on Form 10-K. The risks below address some of the factors that may affect our future operating results and financial performance.
 
We have a history of losses.
 
With the exception of the most recent fiscal year during which we had a net income of $2,416,000, we have incurred significant losses. Our net losses were $15,587,000 and $22,208,000 for the years ended December 31, 2006 and 2005, respectively. There can be no assurance that we will achieve or sustain profitability in the future.
 
-20-

 
We have experienced operational problems at our Montana Tunnels mine.
 
Since the sale of our Florida Canyon and Standard mines in November 2005, all of our revenues have been derived from our milling operations at the Montana Tunnels mine, which is a low grade mine. Historically, the Montana Tunnels mine has been unprofitable. During 2004, we experienced problems related to the milling of low-grade ore at the Montana Tunnels mine, which negatively affected our revenues and earnings. Throughout 2005, we experienced operational problems, particularly in the open pit, leading to the suspension of mining on October 21, 2005 for safety reasons due to increased wall activity in the open pit. After the suspension of mining and until May 12, 2006, we were able to continue to produce gold doré, lead-gold and zinc-gold concentrates from milling low grade stockpiled ore. However, on May 12, 2006, all operations ceased at the mine and it was placed on care and maintenance. On July 28, 2006, we entered into a joint venture agreement with Elkhorn Tunnels, LLC, in respect of the Montana Tunnels mine pursuant to which Elkhorn Tunnels made financial contributions in exchange for a fifty percent interest in the mine. Mill operations recommenced in March 2007, however there can be no assurances that we will not encounter additional operational problems at our Montana Tunnels mine.
 
Our earnings may be affected by metals price volatility, specifically the volatility of gold and zinc prices.
 
We historically have derived all of our revenues from the sale of gold, silver, lead and zinc, and our development and exploration activities are focused on gold. As a result, our future earnings are directly related to the price of gold. Changes in the price of gold significantly affect our profitability. Gold prices historically have fluctuated widely, based on numerous industry factors including:
 
 
·
industrial and jewelry demand;
     
 
·
central bank lending, sales and purchases of gold;
     
 
·
forward sales of gold by producers and speculators;
     
 
·
production and cost levels in major gold-producing regions; and
     
 
·
rapid short-term changes in supply and demand because of speculative or hedging activities.

Gold prices are also affected by macroeconomic factors, including:
 
 
·
confidence in the global monetary system;
     
 
·
expectations of the future rate of inflation (if any);
     
 
·
the strength of, and confidence in, the U.S. dollar (the currency in which the price of gold is generally quoted) and other currencies;
     
 
·
interest rates; and
     
 
·
global or regional political or economic events, including but not limited to acts of terrorism.

The current demand for, and supply of, gold also affects gold prices. The supply of gold consists of a combination of new production from mining and existing stock of bullion held by government central banks, public and private financial institutions, industrial organizations and private individuals. As the amounts produced by all producers in any single year constitute a small portion of the total potential supply of gold, normal variations in current production do not usually have a significant impact on the supply of gold or on its price. Mobilization of gold held by central banks through lending and official sales may have a significant adverse impact on the price of gold.
 
-21-

 
All of the above factors are beyond our control and are impossible for us to predict. If the market prices for gold, silver, zinc or lead fall below our costs to produce them for a sustained period of time, we will experience additional losses and we could also be required by our reduced revenue to discontinue exploration, development and/or mining at one or more of our properties.

Increased costs could affect our financial condition.
 
We anticipate that costs at our properties including the Montana Tunnels mine, Black Fox and Huizopa as well as other properties that we may explore or develop, will frequently be subject to variation from one year to the next due to a number of factors, such as changing ore grade, metallurgy and revisions to mine plans in response to the physical shape and location of the ore body. In addition, costs are affected by the price of commodities such as fuel, steel and electricity. Such commodities are at times subject to volatile price movements, including increases that could make production at certain operations less profitable or increase costs of construction. A material increase in costs at any significant location could have a significant effect on a project’s economic viability or on our profitability.
 
We do not currently have and may not be able to raise the funds necessary to explore and develop our Black Fox and Huizopa properties.
 
We do not currently have sufficient funds to complete all of our planned development activities at Black Fox and our planned exploration activities at Huizopa or to develop a mine at Black Fox. The development of Black Fox and exploration of Huizopa will require significant capital expenditures. Sources of external financing may include bank and non-bank borrowings and future debt and equity offerings. There can be no assurance that financing will be available on acceptable terms, or at all. The failure to obtain financing would have a material adverse effect on our growth strategy and our results of operations and financial condition.
 
Substantially all of our assets are pledged to secure our indebtedness.
 
Substantially all of the Montana Tunnels assets and our Black Fox property are pledged to secure indebtedness outstanding under the Facility Agreement, dated October 12, 2007, by and among Montana Tunnels Mining, Inc., Apollo, Apollo Gold, Inc., a wholly owned subsidiary of Apollo, RMB Australia Holdings Limited and RMB Resources Inc. Since these assets represent substantially all of our assets, we will not have access to additional secured lending until this indebtedness is repaid, which may require us to raise additional funds through unsecured debt and equity offerings. Default under our debt obligations would entitle our lenders to foreclose on our assets. The inability to raise additional working capital or the foreclosure of our assets could have a material adverse effect on our financial condition and results of operations.
 
Our Huizopa exploration project is subject to political and regulatory uncertainty.
 
Our Huizopa exploration project is located in the northern part of the Sierra Madres in the State of Chihuahua, Mexico. There are numerous risks inherent in conducting business in Mexico, including political and economic instability, exposure to currency fluctuations, greater difficulties in accounts receivable collection, difficulties in staffing and managing operations and potentially adverse tax consequences. In addition, our ability to explore and develop our Huizopa exploration project is subject to maintaining satisfactory relations with the Ejido Huizopa, which is a group of local inhabitants who under Mexican law are granted rights to conduct agricultural activities and control surface access on the property. In 2006, we entered into an agreement with the Ejido Huizopa pursuant to which we agreed to make annual payments to the Ejido Huizopa in exchange for the right to use the land covering our mining concessions for all activities necessary for the exploration, development and production of potential ore deposits. There can be no assurances that the Ejido Huizopa will continue to honor the agreement. If we are unable to successfully manage our operations in Mexico or maintain satisfactory relations with the Ejido Huizopa, our development of the Huizopa property could be hindered or terminated and, as a result, our business and financial condition could be adversely affected.
 
-22-


Our reserve estimates are potentially inaccurate.
 
We estimate our reserves on our properties as either “proven reserves” or “probable reserves.” Our ore reserve figures and costs are primarily estimates and are not guarantees that we will recover the indicated quantities of these metals. We estimate proven reserve quantities based on sampling and testing of sites conducted by us and by independent companies hired by us. Probable reserves are based on information similar to that used for proven reserves, but the sites for sampling are less extensive, and the degree of certainty is less. Reserve estimation is an interpretive process based upon available geological data and statistical inferences and is inherently imprecise and may prove to be unreliable.
 
Our reserves are reduced as existing reserves are depleted through production. Reserves may be reduced due to lower than anticipated volume and grade of reserves mined and processed and recovery rates.
 
Reserve estimates are calculated using assumptions regarding metals prices. These prices have fluctuated widely in the past. Declines in the market price of metals, as well as increased production costs, capital costs and reduced recovery rates, may render reserves uneconomic to exploit, and lead to a reduction in reserves. Any material reduction in our reserves may lead to increased net losses, reduced cash flow, asset write-downs and other adverse effects on our results of operations and financial condition, including difficulty in obtaining financing and a decrease in our stock price. Reserves should not be interpreted as assurances of mine life or of the profitability of current or future operations. No assurance can be given that the amount of metal estimated will be produced or the indicated level of recovery of these metals will be realized.
 
We may not achieve our production estimates.
 
We prepare estimates of future production for our operations. We develop our estimates based on, among other things, mining experience, reserve estimates, assumptions regarding ground conditions and physical characteristics of ores (such as hardness and presence or absence of certain metallurgical characteristics) and estimated rates and costs of mining and processing. In the past, our actual production from time to time has been lower than our production estimates and this may be the case in the future.
 
Each of these factors also applies to future development properties not yet in production and to the Montana Tunnels mine expansion. In the case of mines we may develop in the future, we do not have the benefit of actual experience in our estimates, and there is a greater likelihood that the actual results will vary from the estimates. In addition, development and expansion projects are subject to unexpected construction and start-up problems and delays.
 
Our future profitability depends in part, on actual economic returns and actual costs of developing mines, which may differ significantly from our estimates and involve unexpected problems, costs and delays.
 
We are engaged in the development of new ore bodies. Our ability to sustain or increase our present level of production is dependent in part on the successful exploration and development of new ore bodies and/or expansion of existing mining operations. Decisions about the development of Black Fox and other future projects are subject to the successful completion of feasibility studies, issuance of necessary governmental permits and receipt of adequate financing.
 
-23-

 
Development projects have no operating history upon which to base estimates of future cash flow. Our estimates of proven and probable ore reserves and cash operating costs are, to a large extent, based upon detailed geologic and engineering analysis. We also conduct feasibility studies that derive estimates of capital and operating costs based upon many factors.
 
It is possible that actual costs and economic returns may differ materially from our best estimates. It is not unusual in the mining industry for new mining operations to experience unexpected problems during the start-up phase and to require more capital than anticipated. There can be no assurance that the Black Fox property that we are developing will be profitable.
 
Mineral exploration is speculative and is frequently unsuccessful.
 
Mineral exploration is highly speculative in nature, capital intensive, involves many risks and frequently is nonproductive. There can be no assurance that our mineral exploration efforts will be successful. If we discover a site with gold or other mineralization, it will take a number of years from the initial phases of drilling until production is possible, during which time the economic feasibility of production may change. Substantial expenditures are required to establish ore reserves through drilling, to determine metallurgical processes to extract the metals from the ore and, in the case of new properties, to construct mining and processing facilities. As a result of these uncertainties, no assurance can be given that our exploration programs will result in the expansion or replacement of existing ore reserves that are being depleted by current production.
 
We have a limited operating history on which to evaluate our potential for future success.
 
We were formed as a result of a merger in June 2002 and have only a limited operating history upon which you can evaluate our business and prospects. During this period, we have not generated sufficient revenues to cover our expenses and costs.
 
The market price of our common shares could experience volatility and could decline significantly.
 
Our common shares are listed on the American Stock Exchange and the Toronto Stock Exchange. Our share price has declined significantly since 2004, and in 2007 the price of our common shares fluctuated from a low of $0.36 per share to a high of $0.78 per share. Securities of small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. Our share price is also likely to be significantly affected by short-term changes in gold and zinc prices or in our financial condition or results of operations as reflected in our quarterly earnings reports. As a result of any of these factors, the market price of our common shares at any given point in time might not accurately reflect our long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. We could in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.
 
The existence of outstanding rights to purchase common shares may impair our share price and our ability to raise capital.
 
As of March 18, 2008, approximately 34.3 million of our common shares are issuable on exercise of warrants, options or other rights to purchase common shares at prices ranging from $0.20 to $2.24. In addition, there are approximately 15.3 million common shares issuable upon the conversion of the $7.7 outstanding principal amount of convertible debentures issued February 23, 2007 at the option of the holder at a conversion price of $0.50 per share. During the term of the warrants, options and other rights, the holders are given an opportunity to profit from a rise in the market price of our common shares with a resulting dilution in the interest of the other shareholders. Our ability to obtain additional equity financing during the period such rights are outstanding may be adversely affected, and the existence of the rights may have an adverse effect on the price of our common shares. The holders of the warrants, options and other rights can be expected to exercise them at a time when we would, in all likelihood, be able to obtain any needed capital by a new offering of securities on terms more favorable than those provided by the outstanding rights.
 
-24-

 
If we complete additional equity financings, then our existing shareholders may experience dilution.
 
Any additional equity financing that we obtain would involve the sale of our common shares and/or sales of securities that are convertible or exercisable into our common shares, such as share purchase warrants or convertible notes. There is no assurance that we will be able to complete equity financings that are not dilutive to our existing shareholders.
 
The titles to some of our properties may be uncertain or defective.
 
Certain of our United States mineral rights consist of “unpatented” mining claims created and maintained in accordance with the U.S. General Mining Law of 1872. Unpatented mining claims are unique U.S. property interests, and are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented mining claims is often uncertain. This uncertainty arises, in part, out of the complex federal and state laws and regulations that supplement the General Mining Law. Also, unpatented mining claims and related rights, including rights to use the surface, are subject to possible challenges by third parties or contests by the federal government. The validity of an unpatented mining claim, in terms of both its location and its maintenance, is dependent on strict compliance with a complex body of federal and state statutory and decisional law. In addition, there are few public records that definitively control the issues of validity and ownership of unpatented mining claims.
 
In recent years, the U.S. Congress has considered a number of proposed amendments to the General Mining Law. Although no such legislation has been adopted to date, there can be no assurance that such legislation will not be adopted in the future. If ever adopted, such legislation could, among other things, impose royalties on gold production from unpatented mining claims located on federal lands or impose fees on production from patented mining claims. If such legislation is ever adopted, it could have an adverse impact on earnings from our operations, could reduce estimates of our reserves and could curtail our future exploration and development activity on federal lands or patented claims.
 
While we have no reason to believe that our rights to mine on any of our properties are in doubt, title to mining properties are subject to potential claims by third parties. In September 2006, five of our claims associated with our Black Fox Project were listed as reopened for staking on the Ministry of Northern Development and Mines (MNDM) website. These claims totaling 185 acres were immediately staked by local prospectors. None of our reserves are located on these claims. Four of these overstaked claims have since been returned to us. We are negotiating with the overstaker with respect to the remaining claim; however, no guarantee can be made that such negotiations will be successful. It is our opinion that these claims were erroneously listed as open. We are working diligently to resolve this matter.
 
We may lose rights to properties if we fail to meet payment requirements or development or production schedules.
 
We derive the rights to most of our mineral properties from unpatented mining claims, leaseholds, joint ventures or purchase option agreements which require the payment of maintenance fees, rents, purchase price installments, exploration expenditures, or other fees. If we fail to make these payments when they are due, our rights to the property may lapse. There can be no assurance that we will always make payments by the requisite payment dates. In addition, some contracts with respect to our mineral properties require development or production schedules. There can be no assurance that we will be able to meet any or all of the development or production schedules. Our ability to transfer or sell our rights to some of our mineral properties requires government approvals or third party consents, which may not be granted.
 
-25-

 
We face substantial governmental regulation.
 
Safety. Our U.S. mining operation is subject to inspection and regulation by the Mine Safety and Health Administration of the United States Department of Labor (“MSHA”) under the provisions of the Mine Safety and Health Act of 1977. The Occupational Safety and Health Administration (“OSHA”) also has jurisdiction over safety and health standards not covered by MSHA. Our policy is to comply with applicable directives and regulations of MSHA and OSHA. We have made and expect to make in the future, significant expenditures to comply with these laws and regulations.
 
Current Environmental Laws and Regulations. We must comply with environmental standards, laws and regulations that may result in increased costs and delays depending on the nature of the regulated activity and how stringently the regulations are implemented by the regulatory authority. The costs and delays associated with compliance with such laws and regulations could stop us from proceeding with the exploration of a project or the operation or future exploration of a mine. Laws and regulations involving the protection and remediation of the environment and the governmental policies for implementation of such laws and regulations are constantly changing and are generally becoming more restrictive. We have made, and expect to make in the future, significant expenditures to comply with such laws and regulations.
 
Some of our properties are located in historic mining districts with past production and abandoned mines. The major historical mine workings and processing facilities owned (wholly or partially) by us in Montana are being targeted by the Montana Department of Environmental Quality (“MDEQ”) for publicly funded cleanup, which reduces our exposure to financial liability. We are participating with the MDEQ under Voluntary Cleanup Plans on those sites. Our cleanup responsibilities have been completed at the Corbin Flats Facility and at the Gregory Mine site, both located in Jefferson County, Montana, under programs involving cooperative efforts with the MDEQ. MDEQ is also contemplating remediation of the Washington Mine site at public expense under the Surface Mining Control and Reclamation Act of 1977 (“SMCRA”). In February 2004, we consented to MDEQ’s entry onto the portion of the Washington Mine site owned by us to undertake publicly funded remediation under SMCRA. In March 2004, we entered into a definitive written settlement agreement with MDEQ and the Bureau of Land Management (“BLM”) under which MDEQ will conduct publicly funded remediation of the Wickes Smelter site under SMCRA and will grant us a site release in exchange for our donation of the portion of the site owned by us to BLM for use as a waste repository. However, there can be no assurance that we will continue to resolve disputed liability for historical mine and ore processing facility waste sites on such favorable terms in the future. We remain exposed to liability, or assertions of liability, that would require expenditure of legal defense costs, under joint and several liability statutes for cleanups of historical wastes that have not yet been completed.
 
Environmental laws and regulations may also have an indirect impact on us, such as increased costs for electricity due to acid rain provisions of the Clean Air Act Amendments of 1990. Charges by refiners to which we sell our metallic concentrates and products have substantially increased over the past several years because of requirements that refiners meet revised environmental quality standards. We have no control over the refiners’ operations or their compliance with environmental laws and regulations.
 
-26-

 
Potential Legislation. Changes to the current laws and regulations governing the operations and activities of mining companies, including changes to the U.S. General Mining Law of 1872, and permitting, environmental, title, health and safety, labor and tax laws, are actively considered from time to time. We cannot predict which changes may be considered or adopted and changes in these laws and regulations could have a material adverse impact on our business. Expenses associated with the compliance with new laws or regulations could be material. Further, increased expenses could prevent or delay exploration or mine development projects and could therefore affect future levels of mineral production.
 
We are subject to environmental risks.
 
Environmental Liability. We are subject to potential risks and liabilities associated with environmental compliance and the disposal of waste rock and materials that occur as a result of our mineral exploration and production. To the extent that we are subject to environmental liabilities, the payment of such liabilities or the costs that we may incur to remedy any non-compliance with environmental laws would reduce funds otherwise available to us and could have a material adverse effect on our financial condition or results of operations. If we are unable to fully remedy an environmental problem, we might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on us. We have not purchased insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) because it is not generally available at a reasonable price or at all.
 
Environmental Permits. All of our exploration, development and production activities are subject to regulation under one or more of the various state, federal and provincial environmental laws and regulations in Canada, Mexico and the U.S. Many of the regulations require us to obtain permits for our activities. We must update and review our permits from time to time, and are subject to environmental impact analyses and public review processes prior to approval of the additional activities. It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have a significant impact on some portion of our business, causing those activities to be economically reevaluated at that time. Those risks include, but are not limited to, the risk that regulatory authorities may increase bonding requirements beyond our financial capabilities. The posting of bonds in accordance with regulatory determinations is a condition to the right to operate under all material operating permits, and therefore increases in bonding requirements could prevent our operations from continuing even if we were in full compliance with all substantive environmental laws.
 
We face strong competition from other mining companies for the acquisition of new properties.
 
Mines have limited lives and as a result, we may seek to replace and expand our reserves through the acquisition of new properties. In addition, there is a limited supply of desirable mineral lands available in the United States, Canada and Mexico and other areas where we would consider conducting exploration and/or production activities. Because we face strong competition for new properties from other mining companies, most of which have greater financial resources than we do, we may be unable to acquire attractive new mining properties.
 
We are dependent on certain key personnel.
 
We are currently dependent upon the ability and experience of R. David Russell, our President and Chief Executive Officer; Richard F. Nanna, our Senior Vice President-Exploration; and Melvyn Williams, our Chief Financial Officer and Senior Vice President-Finance and Corporate Development. We believe that our success depends on the continued service of our key officers and there can be no assurance that we will be able to retain any or all of such officers. We currently do not carry key person insurance on any of these individuals, and the loss of one or more of them could have a material adverse effect on our operations.
 
-27-

 
There may be certain tax risks associated with investments in our company.
 
Potential investors that are United States taxpayers should consider that we could be considered to be a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes. Although we believe that we currently are not a PFIC and do not expect to become a PFIC in the near future, the tests for determining PFIC status are dependent upon a number of factors, some of which are beyond our ability to predict or control, and we can not assure you that we will not become a PFIC in the future. If we are or become a PFIC, a U.S. taxpayer who disposes of (or is deemed to dispose of) our common shares at a gain or who receives a so-called “excess distribution” on our common shares generally would be subject to a special adverse tax regime. Such gains and excess distributions would be allocated ratably to the U.S. taxpayer’s holding period. The current year’s allocation would be includible as ordinary income in the current year. Prior year’s allocations would be taxed at the highest marginal rate applicable to ordinary income for each such year and would be subject to interest charges to reflect the value of the U.S. income tax deferral. Additional special adverse rules also apply to investors who are U.S. taxpayers who own our common shares if we are a PFIC and have a non-U.S. subsidiary that is also a PFIC. Special estate tax rules could be applicable to our common shares if we are a PFIC.
 
Possible hedging activities could expose us to losses.
 
In connection with our $8.0 million borrowing with RMB Australia Holdings Limited in October 2007, we were required to enter into hedges of approximately 65% and 40%, respectively, of our share of lead and zinc production from the Montana Tunnels mine during the 12 months following the date of the borrowing. In the future, we may enter into precious and/or base metals hedging contracts that may involve outright forward sales contracts, spot-deferred sales contracts, the use of options which may involve the sale of call options and the purchase of all these hedging instruments. There can be no assurance that we will be able to successfully hedge against price, currency and interest rate fluctuations. Further, there can be no assurance that the use of hedging techniques will always be to our benefit. Some hedging instruments may prevent us from realizing the benefit from subsequent increases in market prices with respect to covered production. This limitation would limit our revenues and profits. Hedging contracts are also subject to the risk that the other party may be unable or unwilling to perform its obligations under these contracts. Any significant nonperformance could have a material adverse effect on our financial condition and results of operations.
 
Our operations may be adversely affected by risks and hazards associated with the mining industry.
 
Our business is subject to a number of risks and hazards including adverse environmental effects, technical difficulties due to unusual or unexpected geologic formations, and pit wall failures.
 
Such risks could result in personal injury, environmental damage, damage to and destruction of production facilities, delays in mining and liability. For some of these risks, we maintain insurance to protect against these losses at levels consistent with our historical experience and industry practice. However, we may not be able to maintain current levels of insurance, particularly if there is a significant increase in the cost of premiums. Insurance against environmental risks is generally too expensive or not available for us and other companies in our industry, and, therefore, we do not maintain environmental insurance. To the extent we are subject to environmental liabilities, we would have to pay for these liabilities. Moreover, in the event that we are unable to fully pay for the cost of remediating an environmental problem, we might be required to suspend or significantly curtail operations or enter into other interim compliance measures.
 
-28-

 
You could have difficulty or be unable to enforce certain civil liabilities on us, certain of our directors and our experts.
 
We are a Yukon Territory, Canada, corporation. While our principal executive officer is located in the United States, many of our assets are located outside of the United States. Additionally, a number of our directors are residents of Canada. It might not be possible for investors in the United States to collect judgments obtained in United States courts predicated on the civil liability provisions of U.S. securities legislation. It could also be difficult for you to effect service of process in connection with any action brought in the United States upon such directors. Execution by United States courts of any judgment obtained against us, or any of the directors, executive officers or experts identified in this prospectus or documents incorporated by reference herein, in United States courts would be limited to the assets, or the assets of such persons or corporations, as the case might be, in the United States. The enforceability in Canada of United States judgments or liabilities in original actions in Canadian courts predicated solely upon the civil liability provisions of the federal securities laws of the United States is doubtful.
 
-29-

ITEM 2. PROPERTIES
 
Maps of Operations and Properties
 
The maps below show the locations of the Montana Tunnels mine, the Black Fox Project and the Huizopa project in North America. These properties are described in further detail below.

Figure 1 - Property locations in North America

 
-30-


Montana Tunnels Mine
 
The mine was originally owned and operated by Pegasus Gold, a mining company incorporated in Canada. The mine commenced operations in 1987 and in 1998, Pegasus filed for bankruptcy. In 2002, Apollo purchased Montana Tunnels Mining, Inc. (“MTMI”), from the receiver in the bankruptcy proceeding.
 
Figure 2 - Montana Tunnels mine location in Montana, U.S.
 
 
-31-

 
On July 28, 2006, Apollo entered into a joint venture (“JV Agreement”) with Elkhorn Tunnels LLC (“Elkhorn”), in respect of the Mine. The JV Agreement called for Elkhorn to contribute $13 million in return for a 50% interest in the Mine. Apollo is the operator of the mine.
 
Location
 
The Mine is an open pit, poly-metallic mine and mill located about five miles west of Jefferson City, Montana. The Mine is located in the historic “Wickes-Corbin” mining district in Section 8 of Township 7 North, Range 4 West, Jefferson County. The Mine’s elevation ranges from 5,200 to 6,300 feet with moderately mountainous topography. The Mine is easily accessible by way of interstate highway and paved roads. The mine and mill receive power supply from Northwestern Energy from overland power lines.
 
Production
 
At Montana Tunnels the mining of the open pit was suspended on October 21, 2005 for safety reasons due to increased wall activity on the eastern side of the open pit. Following suspension of mining, the mill continued to process ore from stockpiled low grade material and produce gold doré and lead-gold and zinc-gold concentrates until May 12, 2006 when all operations ceased and the property was placed on care and maintenance.
 
Following the signing of the JV Agreement the Mine commenced an open pit wall remediation program on August 10, 2006, which called for removal of approximately 7 million tons of waste over a six month period and encompassed the laying back of the east and south east sectors of the pit wall and rebuilding the access ramp to the pit bottom. Upon reaching the open pit bottom in January 2007, waste material removal commenced to expose the ore body. Mill personnel were hired in late 2006 and early 2007 to begin maintenance work in preparation for the mill start up which occurred on March 1, 2007.
 
For the ten months of operation ending December 31, 2007, the mill processed 3,971,000 tons of ore producing gold doré and lead-gold and zinc-gold concentrates containing 37,300 ounces of gold, 659,000 ounces of silver, 12,162,000 pounds of lead and 28,576,000 million pounds of zinc. Payable metal is shown in the table below.
 
Montana Tunnels Mine Production History
 
Statistics for 2007 below are for 100% of the Montana Tunnels mine, Apollo’s share of production is 50%
 
Year Ended December 31,
 
Year
 
Milled
Tons
000’s
 
Grade
Au oz/T
 
Grade
Ag oz/T
 
Grade
Pb
%
 
Grade
Zn
%
 
2007
   
3,971
   
0.0123
   
0.22
   
0.20
   
0.47
 
2006
   
1,427
   
0.0078
   
0.17
   
0.10
   
0.20
 
2005
   
4,955
   
0.0129
   
0.19
   
0.15
   
0.34
 

   
Year Ended December 31,
 
Payable Metal
 
2007
 
2006
 
2005
 
Gold (oz)
   
33,263
   
4,959
   
44,099
 
Silver (oz)
   
501,963
   
116,004
   
524,722
 
Lead (lb)
   
11,181,474
   
1,196,317
   
10,428,061
 
Zinc (lb)
   
23,749,087
   
3,040,058
   
22,380,136
 

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 Year Ended December 31,
 
   
2007(1)
 
2006(2)
 
2005
 
Total Cost/Ton Ore Processed
 
$
18.62
 
$
7.08
 
$
9.46
 
Cash Operating Cost/Oz Gold
 
$
(124
)
$
643
 
$
529
 
Total Cash Cost/Oz Gold
 
$
(60
)
$
718
 
$
563
 
Total Production Cost/Oz Gold
 
$
10
 
$
794
 
$
618
 
 

 
(1)
Only 10 months of ore processing (March to December)
     
 
(2)
Only 5 months of ore processing (January to May)

The mine has produced the following aggregate amounts of the listed metals from its inception in 1987 through December 31, 2007:

   
Payable Production
 
Gold
   
1,584,000 ozs
 
Silver
   
29,613,000 ozs
 
   
377,000,000 lbs.
 
Zinc
   
1,020,000,000 lbs.
 

Description of Land, Geology, Process and Equipment
 
Property Ownership Status.
 
More than 99% of the Montana Tunnels mineable deposit is overlain by private property wholly owned by MTMI. One 0.3 acre BLM parcel is controlled by an unpatented mining claim. More than 90% of the property located within the permit boundary is private property owned by MTMI. In October 2007 Montana Tunnels purchased an additional private parcel of land to secure a 1,000 foot section of the mine access road. Properties controlled by MTMI in the vicinity of the mine and the permit boundary are summarized in the table below:

Property Holdings
 
Land Type
 
Approx. Acres
 
Notes
 
Fee Lands
   
2,633
       
               
Patented Mining Claims
   
2,415
   
139 claims total; 15 with partial, usually majority ownership.
 
               
Total Private Property Owned
   
5,050
   
 
 
               
Leased Patented Claims
   
45
   
Lease Agreement on three patented claims west of the pit. 4.5% net smelter royalty
 
               
Unpatented Claims
   
4,620
   
213 claims; majority are peripheral to land package and outside permit boundary; few cover minor BLM fractions between private parcels; acreage assumes 20-acre claims.
 
               
Other Property Mineral Rights
   
7,200
   
Private properties formerly owned by MTMI in which all mineral estate retained.
 
 
Royalty.

None of the royalties listed below apply to the currently permitted L Pit reserve deposit. The design layback of the M Pit encompasses a very small amount of mineralized material beneath three leased patented claims in the Clancy Creek area. Ores mined from these claims will be minimal and subject to a 4.5% net smelter royalty (“NSR”).
 
-33-


Royalty Agreements

Agreement
 
Royalty
 
Description
 
Louis Hill
   
4.5% NSR
   
Lease Agreement on three patented claims west of the pit.
 
               
Clara Kyler Estate
   
1.5% NSR
   
Fee land and patented claims south and southeast of tailings impoundment.
 
               
Bar Ed Ranch/Estate
   
1.5% NSR
   
7,200 acres of fee lands and patented claims to the north, northeast, and south of the permit boundary in which MTMI controls the mineral rights only.
 
               
Bar Ed Partnership
   
1.5% NSR
   
Patented claim southeast of permit boundary.
 
               
Gannon/Lemieux
   
1.5% NSR
   
12 patented claims 0.1 miles south of the Montana Tunnels pit.
 
               
Alfred Nugent
   
2% NSR
   
7 patented claims east of the mine site.
 
               
Dudley Billett, Jr.
   
4% NSR
   
One patented claim east of the tailings impoundment.
 
               
Molycorp/Anaconda
   
5% NSR
   
fractional interest in two patented claims one mile east of permit boundary.
 
               
Fife, et.al.
   
1.5% NSR
   
4 patented claims 0.75 miles south of the Montana Tunnels pit.
 

Geology.
 
The Montana Tunnels deposit is hosted in the central part of the diatreme, an upward-sloping passage forced through sedimentary rock by volcanic activity. The diatreme is a heterolithic breccia, characterized by a sand-size fragmented matrix of quartz latitic composition surrounding subangular to well-rounded fragments of Cretaceous Elkhorn Mountains Volcanics, Tertiary Lowland Creek Volcanics, and clasts derived from the Cretaceous Butte Quartz Monzonite pluton.
 
There are two main zones of mineralization at Montana Tunnels: (i) a central, pipe-like core of contiguous mineralization, and (ii) discontinuous zones of mineralization peripheral to the core deposit, termed fringe mineralization. The core of the deposit in plan view is oblong in shape and ranges from about 200 feet to 1000 feet in width, and from 1400 to 2000 feet in length, with a vertical extent of at least 2000 feet. The core zone strikes approximately N30 E and dips steeply (60 degrees to 80 degrees) to the northwest. Metallurgical projections are based on historical feed grade versus tails grade trends; mill throughput tonnage, ore properties relative to pit location and bench elevation; and ore blending requirements.
 
Process and Equipment.
 
Open pit mining at Montana Tunnels is conducted 24 hours per day seven days per week. Mining is performed by two shovels, twelve 150 ton and two 85 ton haul trucks in addition to ancillary equipment. When operational, mine production currently averages approximately 30,000 tons per day of ore and waste.
 
When in full production a primary and secondary crusher is used, in series, to generate a coarse ore stockpile ahead of the concentrator. The crusher has an approximate capacity of 16,500 tons per day. The grinding circuit consists of a SAG mill, ball mill and tertiary crusher (SABC circuit) followed by conventional differential flotation. A gravity circuit, in closed loop with the ball mill, recovers 10-15% of gold produced by the concentrator. The remainder of the mill’s production is in the form of concentrates: a zinc-gold concentrate and a lead-gold-silver concentrate. The concentrates are shipped, via rail, to a smelter. The original plant was constructed during 1986 and 1987, and is currently in good working order.
 
-34-

 
At the same time Apollo entered into the JV Agreement, Apollo also entered into two other agreements with Elkhorn Goldfields Inc. (“EGI”), an affiliate of Elkhorn. The first agreement is an option agreement pursuant to which EGI was granted an option to purchase Apollo’s Diamond Hill mine for $0.8 million. The option has an exercise term of two years. The underground Diamond Hill gold mine is situated 28 miles southeast of Helena, Montana and has been on care and maintenance since 2000.

The second agreement is a custom milling agreement pursuant to which EGI will have the right to have MTMI process the ore from EGI’s Elkhorn mine, located 20 miles to the south of the Montana Tunnels mine, through the 1,000 ton per day Diamond Hill mill which is situated within the Montana Tunnels mill complex. The custom milling agreement also gives EGI a two-year option to purchase the Diamond Hill mill for $1.0 million.

Mineral Reserves
 
The table below shows the mineral reserves at Montana Tunnels.

Montana Tunnels Mine Reserve Statement at December 31, 2007(1)
(Apollo’s 50% interest)
 
Pit (Imperial Summary)
 
Classification
 
Tons
000’s
 
Grade oz Au/T
 
Ag oz
Ag/T
 
Pb %
 
Zn %
 
Ounces Au
000’s
 
L Pit
   
Proven
   
3,266.0
   
0.0149
   
0.172
   
0.216
   
0.611
   
48.5
 
Mill Stockpile
   
Proven
   
333.4
   
0.0085
   
0.304
   
0.182
   
0.413
   
2.8
 
Subtotal
   
Proven
   
3,599.4
   
0.0143
   
0.184
   
0.213
   
0.593
   
51.3
 
     
 
                                     
L Pit
   
Probable
   
12.8
   
0.0128
   
0.166
   
0.220
   
0.499
   
0.2
 
M Pit
   
Probable
   
17,365.6
   
0.0134
   
0.212
   
0.165
   
0.485
   
232.2
 
Subtotal
   
Probable
   
17,378.4
   
0.0134
   
0.212
   
0.165
   
0.485
   
232.4
 
                                             
Total
   
Proven + Probable
   
20,977.8
   
0.0135
   
0.207
   
0.173
   
0.504
   
283.7
 
 

(1)
Recovery rates are expected to be 80% for gold, 71% for silver, 85% for lead, and 84% for zinc.
 
The three years average metal prices for 2005 - 2007 were used for the calculation of the year-end 2007 reserves, which are as follows:

Gold - $581/oz
Silver - $10.75/oz
Lead - $0.73/lb
Zinc - $1.20/lb
 
Environmental
 
The permitted plan of operations allows mining of ore reserves from the L Pit mine design. Unstable pit walls in the ramp sector on the east side of the mine closed down the open pit in October 2005. A pit wall layback and pit ramp reconstruction in the east sector of the open pit was subsequently developed using extensive geotechnical analysis to ensure stability and safety for ongoing mining operations. A permit revision for the pit wall layback and associated changes was approved by the Department of Environmental Quality in December 2005. This work was initiated in August 2006 following completion of the JV Agreement with Elkhorn.
 
Following the closure of the open pit in October 2005, milling of low grade stockpiles continued until May 2006 at which time the mill was shut down and the property placed on care and maintenance. As a result of the unplanned milling of the low grade stockpiles, a revision to the operating permit was obtained in the fourth quarter of 2006 allowing the Mine to raise the tailings embankment thus increasing the tailings capacity to accommodate the mill tailings from the L Pit ore reserves. The raising of the tailings embankment was completed during 2007.
 
-35-

 
A major mine plan amendment continues to progress through an Environmental Impact Statement permitting process. If approved by the Montana Department of Environmental Quality and Bureau of Land Management, the M Pit mine expansion amendment would provide approximately 35 million tons of additional ore for processing and add approximately seven years to the life of the mine.
 
The current bonding requirements for the Montana Tunnels L Pit mine are met by the following bond instruments:
 
   
Year Ended December 31,
 
Type of Bonding
 
2007(1)
 
2006(1)
 
Partially secured surety bond issued by CNA pursuant to the Term Bonding Agreement described immediately below
 
$
14,988,000
 
$
14,988,000
 
Cash bond posted directly with the State of Montana
   
129,000
   
129,000
 
Real estate bond posted directly with the State of Montana
   
3,576,000
   
3,009,000
 
Total Obligated Bonding Requirement Met
 
$
18,693,000
 
$
18,126,000
 
 

(1)
Apollo’s share of the amounts shown is 50%.
 
National Fire Insurance Company of Hartford, a unit of Continental Casualty Company (“CNA”), provides $14,988,000 of the total reclamation bonding for the Montana Tunnels mine plan of operations at a deferred bond premium cost of $14 per $1,000 of bonding under a Term Bonding Agreement dated August 1, 2002.
 
Bonding requirements are subject to adjustment by the State of Montana for various reasons from time to time.
 
Drilling
 
As of December 31, 2007, the Montana Tunnels mine database contains 896 reverse circulation, rotary, core and blasthole drill holes, totaling 470,299 feet that were drilled from the mid-1970s to the present by numerous mining and exploration companies.
 
From 2002 through 2004 thirteen reverse-circulation holes for 11,000 feet were drilled to increase confidence levels in the M Pit reserve. The drill holes were placed as mine development phases provided locations to collar specific holes. Results from both the 2002 and 2004 drilling programs were favorable, providing a higher degree of definition to the current ore reserve and established the geometric distribution of the polymetallic grade mineralization in the M Pit design.
 
The Montana Tunnels mine drill hole spacing is generally within the gold variogram range of 30 feet to 140 feet in the core.
 
Black Fox Project
 
The Black Fox property was formerly known as the Glimmer mine. In April 1996, Exall Resources Ltd. (“Exall”) purchased 60% of the property from Hemlo Gold Inc., and Glimmer Resource Inc. (“Glimmer”) held the remaining 40%.
 
-36-

 
In September 2002, we purchased all of the real estate and related assets of the Glimmer Mine from Exall and Glimmer. The mine, which ceased operations in May 2001, was renamed Black Fox. Apollo paid Exall and Glimmer an aggregate purchase price consisting of Cdn$3 million in cash and an aggregate of 2,080,000 of our common shares. Pursuant to the terms of the acquisition, an additional Cdn$3 million was payable to Exall and Glimmer. This additional sum of Cdn$3 million was paid on January 6, 2006.
 
From 1997 until 2001, the mine produced approximately 210,000 ounces of gold.
 
Figure 3 - Black Fox Project location along Destor-Porcupine Fault Zone in Province of Ontario, Canada
 
 
Location
 
The Black Fox Project is located approximately five miles east of the township of Matheson and 40 miles east of Timmins, Ontario, Canada. The property encompasses over 2,702 acres within the Hislop and Beatty Townships. Access and surface rights are owned solely by Apollo. The property is easily accessible by interstate highway and power is supplied by Hydro One.
 
Black Fox sits astride the Destor-Porcupine Fault Zone (DPFZ), which is a deep break in the Precambrian rocks of the Abitibi Greenstone Belt. This fault system hosts many of the deposits in the Timmins area. The system regionally strikes east-west and dips variably to the south. Black Fox lies on the southern limb of a large scale fold on a flexure in the DPFZ Fault where the strike changes from east-west to southeast. Folded and altered ultra mafic and mafic are the host rocks for mineralization. Gold occurs as free gold in quartz veining and stockworks in altered ultra mafics and in gold associated with pyrite in altered tholeiitic basalts.
 
Property, plant and equipment at the mine consists of an administration office, change house facilities, core sheds and surface infrastructure for the mine (pumps, heating, etc.), all of which are in good working condition.
 
The Black Fox Project consists of Apollo owned lands of 2,236 acres, 319 acres of leased properties and 147 acres of mining claims.
 
-37-

 
None of the currently defined resources or reserves are subject to production royalties. However, Apollo owns properties totaling 1,414 acres that are subject to net smelter return royalties, ranging from 2.0% to 3.25%, if there is production in the future from any reserves found on that property.
 
Exploration and Development 2003-2006
 
In 2003, we commenced a drilling program which was concluded at the beginning of 2006 at which time we had completed 453 surface core holes and 386 underground core holes for a total of 839 holes giving a total of 206,000 meters.
 
Mineral Reserves
 
The probable mineral reserves estimates disclosed below for Black Fox were in a NI 43-101 report completed in August 2007 and were calculated based on a gold price of $525 per ounce. The average total cash cost per ounce of gold production was calculated at $236 per ounce.

Black Fox Probable Reserve Statement as of December 31, 2007
 
Mining Method
 
Cutoff Grade
Au g/t
 
Tonnes
(000)
 
Grade
Au g/t
 
Contained
Au Ounces
 
Open Pit
   
1.0
   
3,362
   
5.8
   
625,000
 
Underground
   
3.0
   
1,108
   
10.6
   
377,000
 
                           
Total Reserves
                     
1,002,000
 
 

(1)
Underground reserves include dilution of 66,000 tonnes of indicated material with an average grade of 1.26 g/t Au.

The reserve estimates were based on information from 1,826 drill holes totaling 324,625 meters. All assays over 170 grams of gold per tonne (5.5 oz of gold per ton) were capped at this level, representing 0.25% of the assays.

Combined Open Pit and Underground Economics

The pre-feasibility study economics, using reserves only, assuming a gold price of US$525 per ounce and assuming a milling capacity of 1,500 tonnes per day showed a Net Present Value (“NPV”) of US$104 million at a 4% discount rate and an Internal Rate of Return (“IRR”) of 33%. The total cash cost per ounce of gold produced was calculated at $236 per ounce. Various gold prices with associated NPV’s at a 4% discount rate and IRR’s are as follows:

NPV Values & IRR’s (Pre-Tax)

Gold Price
US $ / oz
 
NPV @ 4%
US $ millions
 
IRR
%
 
$ 525
   
104
   
33
 
$ 600
   
159
   
55
 
$ 650
   
196
   
76
 

Criteria used in the Economic Analysis:

Production rate
 
1,500 tonnes per day
Plant gold recovery
 
96 %

Results:

Total Cash Cost (1)
 
$236 per ounce gold
 
-38-

 
(1)
See note on non-GAAP financial measures in Item 6 “Selected Financial Data” below.
 
Open pit mining cost ($1.60/tonne of material)
 
$28.33 per tonne ore milled
Underground mining cost
 
$31.75 per tonne ore milled
Mining general and administrative
 
$ 3.41 per tonne ore milled
Toll mill (only for associated tonnes)
 
$32.57 per tonne ore milled
Owner milling
 
$13.26 per tonne ore milled
General and administrative cost
 
$ 3.90 per tonne ore milled
Total Operating Cost
 
$56.11 per tonne ore milled
 
Note: Based on Life of Mine (“LOM”) costs for open pit and underground mining as well as toll and owner operated milling.

Capital Costs (LOM and sustaining capital)

Processing plant and infrastructure
 
$ 71.0 million
Pre-stripping open pit
 
$ 8.0 million
Open pit equipment
 
$ 8.0 million
Underground equipment
 
$ 15.0 million
Underground mine development
 
$ 19.0 million
     
Total Capital (LOM and sustaining capital)
 
$121.0 million

The pre-feasibility study assumed that mining would commence in 2009 with ore being toll treated initially and then treated by an on-site mill from 2012 onwards.

Recommendations

Contained within the August 2007 NI 43-101 there were two main recommendations made by SRK Consulting (US), Inc.(“SRK”):
 
 
1.
Continue with the advanced feasibility level studies for the project including commissioning the bankable feasibility project as soon as possible;
     
 
2.
Continue to core drill specific areas of the ore body to further upgrade and extend the geological modeling for the project;

The report further stated, “At the time of this report, SRK has provided Apollo a listing of approximately 62 drill holes of additional required drilling. The main focus of this campaign would be to target infill areas of known mineralization in order to convert inferred resource into indicated category and subsequently incorporate into a reserve.”

Following a review of the NI 43-101 Apollo implemented the recommended drilling program at Black Fox starting August 2007.

Exploration and Development 2007

During 2007 a further 66 holes were added to the surface and underground drilling programs. As of December 31, 2007, Apollo had completed a total of 504 surface diamond drill holes, totaling 149,548 meters as well as 396 underground holes totaling 78,644 meters giving a to-date total for both of 228,192 meters.
 
-39-

 
Apollo’s drilling supplemented the data from the 286 surface and 707 underground drill holes drilled by the previous owners. A table of total drill holes is shown below.
 
Black Fox Project Drill Hole Database
 
Company
 
Period
 
Location
 
Number
 
Meters
 
Noranda
   
1989-1994
   
Surface
   
143
   
28,015
 
Exall
   
1995-1999
   
Surface
   
143
   
21,520
 
Exall
   
1996-2001
   
Underground
   
707
   
61,115
 
Apollo
   
2002-2006
   
Surface
   
454
   
136,390
 
Apollo
   
2004-2006
   
Underground
   
371
   
75,704
 
Apollo
   
2007
   
Surface
   
50
   
13,158
 
Apollo
   
2007
   
Underground
   
25
   
2,940
 
Totals
   
 
   
 
   
1,893
   
338,842
 

Following the recommendation of the August 2007 NI 43-101 we commenced an infill drilling program in August 2007 consisting of 66 core drill holes, 41 surface holes and 25 underground core holes. This drill program was completed in December 2007 and the results and assays of which were included within a new reserve statement announced by us on February 29, 2008 showing an increase in the gold reserve of 328,000 ounces to a total gold reserve of 1,330,000 ounces. We expect to file a NI 43-101 report within 45 days of February 29, 2008. We expect the NI 43-101 to be a full feasibility study done to a bankable standard (“bankable feasibility study”). A bankable feasibility study is a comprehensive analysis of a project’s economics (+/- 15% precision) used by the banking industry for financing purposes.

Permitting of the project began in 2005 and progressed well during 2007 with the concept of a combined open pit and underground operation with a 1,500 tonnes per day on-site mill. The permitting assumes that mining would commence in late 2008 or early 2009 with ore being toll treated initially and then treated by the on-site mill from 2012 onwards.

Black Fox Reserves at February 29, 2008

On February 29, 2008, we announced a new reserve statement that incorporates the results of the infill drilling program. We expect to file a NI 43-101 report within 45 days of February 29, 2008. We expect the NI 43-101 to be a full feasibility study done to a bankable standard. The probable mineral reserve was calculated based on a gold price of US$650/oz.

Black Fox Probable Reserve Statement as of February 29, 2008
 
Mining Method
 
Cutoff Grade
Au g/t
 
Tonnes
(000)
 
Grade
Au g/t
 
Contained
Au Ounces
 
Open Pit
   
1.0
   
4,350
   
5.2
   
730,000
 
Underground (1)
   
3.0
   
2,110
   
8.8
   
600,000
 
                           
Total Reserves
                     
1,330,000
 
 

(1)
Underground reserves assume 95% mining recovery 17% planned dilution and 5% unplanned dilution both at 0 grams per tonne grade.
 
Bonding
 
We met the bonding requirement of Cdn$644,650, established by the Province of Ontario, for the Black Fox Project through a letter of credit issued by TD Canada Trust secured by a pledged deposit account of Cdn$644,650.
 
-40-

 
The obligations to reimburse TD Canada Trust for any drawing under the letter of credit are secured by Apollo’s maintenance of an amount equal to the amount available for drawing in a deposit account pledged to TD Canada Trust. The annual letter of credit fee is 1% of the amount available for drawing. Interest is earned on the deposit account at a rate established by TD Canada Trust from time to time.
 
Exploration Stage Properties
 
Huizopa
 
We own Mexican subsidiaries which own 100% of the concessions at the Huizopa exploration project. Pursuant to an agreement with the previous owner (the “Previous Owner”) of one of those Mexican subsidiaries, we have a joint venture with the Previous Owner with Apollo holding an 80% interest and the Previous Owner holding a 20% free carry interest. If our Mexican subsidiary chooses not to go forward with the Huizopa project, it is obligated to transfer a controlling interest in the subsidiary that holds the option back to the Previous Owner, and to transfer 91% of the concessions it owns at the Huizopa project back to the Previous Owner.
 
The Huizopa project is located in the northern part of the Sierra Madres in the state of Chihuahua, Mexico, near the border with the State of Sonora, and encompasses a block of mining concession claims of approximately 170 sq. km. During 2007, we acquired new claims to the east of our holdings that expanded our land position from 128 sq. km. to 170 sq. km.
 
Huizopa is located about 17 km southwest of the Dolores project and approximately 33 km to the northeast of the Mulatos project. Mulatos and Dolores are both multi-million ounce gold-silver deposits owned by other companies that are currently in development. Sporadic shallow underground mining limited to a few high-grade zones was done in the past but no mining has taken place at Huizopa since 1936. The property is very remote and will be accessed initially by helicopter. To maintain the exploration and exploitation rights for the “Rosa” and “Donna” concessions, we were required to pay $0.1 million in April 2007 and $1.5 million (plus applicable taxes in Mexico) in October 2007. These concessions represent approximately 17% of the Huizopa property. These payments were made ahead of schedule on February 28, 2007 when the Company issued 1,000,000 shares and paid $2.55 million in settlement of these contractual land payments and certain other claims on its Huizopa properties.
 
The geology is characterized by a series of parallel, low sulfidation gold-silver, quartz veins hosted by Tertiary-age volcanic rocks. Silver to gold ratios in the veins and from the material on historic mine dumps indicate the Huizopa area hosts an extensive gold-bearing hydrothermal system. Two major parallel quartz vein systems with north trending structures contain many single vein outcrops 7 to 10 meters thick suggesting a series of stacked veins. Strike lengths are over 2.0 km on the property with untested down dip potential. The stratigraphy of the Huizopa area has two sections of relatively mafic lava flows with intercalated volcanic clastics. The dominant strike azimuths of faults are 340º and 160º with dips ranging from vertical to 33º. Most of these structures, including the major faults with associated thick gouge or breccia zones, dip eastward. These east dipping faults are the faults associated with quartz veins, brecciation, and mineralization.
 
Initial favorable geochemical sampling and field studies by the Previous Owner in December 2003 were confirmed by us when we reviewed the data and conducted a field evaluation in 2004.
 
We established an extensive remote field camp at the project and refurbished an existing airstrip. The camp is supplied by fixed wing aircraft and helicopter.
 
-41-

 
Mapping of the mining concession began in June 2004 and have been ongoing through 2007. The results were compiled and transferred to new topography maps and air photos as well as the Mexican government’s Chabacan topographical sheet which has been enlarged from 1:50,000 scale to 1:10,000. Geologic mapping suggests that the faults that host gold-silver mineralization may be more numerous and more continuous than earlier field work indicated. Petrographical examination revealed the presence of native gold, silver, and electrum in many samples and widespread vein features indicative of repeated boiling and explosive brecciation. Overall vein textures are consistent with high-level exposures of epithermal quartz-adularia and/or fault breccia veins.
 
In 2006, a geophysical program was initiated on the property and the process to select initial drilling targets commenced in 2007. High quality drill targets were selected and a contract signed with a drilling contractor to commence helicopter supported core drilling in 2008. This initial drilling program commenced in February 2008 and is for 30 to 40 shallow core drill holes.

In the first quarter of 2006, Apollo entered into an agreement with the Ejido Huizopa (the “Ejido”), which is a group of local inhabitants who, under Mexican law, are granted rights to conduct agricultural activities and control surface access on the property. Pursuant to the agreement, and in consideration for certain payments to the Ejido, the Company has a right to use Ejido land covering the Company’s mining concessions in Huizopa for all activities necessary for the exploration, development, and production of potential ore deposits in our Huizopa project area. The Company may, in the future, apply for a change of use of land without any additional obligations to the Ejido. In addition, the Company may traverse adjoining and nearby Ejido land outside the boundaries of the Huizopa mining concessions for the purpose of constructing, operating, and maintaining improvements or facilities necessary for the Huizopa project.
 
In 2007 engineering, permitting and right of way issues were addressed in contemplation of the construction of a dirt road in 2008 to allow easier access to the site. Following construction of the road we anticipate that a second drill program, which will not require helicopter assistance, could commence consisting of both core drilling and reverse circulation drilling.
 
Diamond Hill
 
The Diamond Hill mine, which has been on care and maintenance since 2000, is owned by Montana Tunnels Mining, Inc. The mine is an underground gold mine and is located approximately 28 miles southeast of Helena, Montana, in Broadwater County and on the east flank of the Elkhorn Mountains, within the Hassel Mining District. The Diamond Hill mine was in production from 1996 to 2000, during which time, 775,000 tons of ore were mined at an average grade of 0.233 ounces of gold per ton.

  On July 28, 2006, Apollo entered into an agreement with Elkhorn Goldfields Inc. (“EGI”), an affiliate of Elkhorn. The agreement is an option agreement pursuant to which EGI was granted an option to purchase the Diamond Hill mine for $0.8 million. The option has an exercise term of two years.

The Diamond Hill mine covers over 2,590 acres of patented and unpatented claims. We have 100% ownership of the main patented claims that contain the current deposits, subject to a 0.5 to 1% net smelter return and a 10% net profits royalty. We also have 50% ownership of four additional patented claims, which are peripheral to the main land package. As of December 31, 2007, we hold 103 unpatented claims and lease 19 unpatented claims. The current mine permit covers 270 acres with most of the disturbance within a 27 acre area.
 
-42-

 
The Diamond Hill ore bodies and mine workings are in solid unfractured rock and accordingly are amenable to low cost sublevel open stoping methods. Ore was transported to the Montana Tunnels mill facility by truck where it was processed in a separate circuit designed for Diamond Hill ore. Most of the gold was recovered into a high grade pyrite concentrate and sold to Japanese smelters. The deposit is classed as a skarn hosted sulfide deposit where the predominant ore mineralogy is gold associated with pyrite and lesser other metal sulfides.
 
The bonding requirements for Diamond Hill, totaling approximately $623,000, are incorporated as part of the bonding at Montana Tunnels.
 
ITEM 3. LEGAL PROCEEDINGS
 
In May 2006, a purported class action lawsuit was filed in U.S. District Court Missoula Division of Montana by 14 former employees at our Montana Tunnels mine alleging (i) violations of the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) and the Montana Wage Act and (ii) breach of contract. The allegations relate to the termination of the employees following the cessation of mining in October 2005. Specifically, the plaintiffs allege that we gave deficient WARN Act notice and are seeking damages for back pay and benefits. During 2007 a negotiated settlement was tentatively reached between the Company and the plaintiffs and is expected to be finalized in 2008.
 
We are also engaged in routine litigation incidental to our business. No material legal proceedings, involving us or our business are pending, or, to our knowledge, contemplated, by any governmental authority. We are not aware of any material events of noncompliance with environmental laws and regulations.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
No matters were submitted to a vote of security holders during the fourth quarter of 2007.
 
-43-


PART II
 
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES
 
Our common shares are listed on the American Stock Exchange under the trading symbol “AGT” and on the Toronto Stock Exchange under the trading symbol “APG.” As of March 18, 2008, 160,965,258 common shares were outstanding, and we had approximately 10,000 shareholders of record. On March 18, 2008, the closing price per share for our common shares as reported by the American Stock Exchange was $0.65 and as reported by the Toronto Stock Exchange was Cdn$0.65.
 
The following table sets forth, for the periods indicated, the reported high and low market closing prices per share of our common shares:
 
   
American Stock
Exchange
 
Toronto Stock
Exchange
 
   
High
 
Low
 
High
 
Low
 
   
($)
 
(Cdn$)
 
2007
                 
First Quarter
 
$
0.74
 
$
0.44
 
$
0.85
 
$
0.52
 
Second Quarter
   
0.52
   
0.40
   
0.59
   
0.42
 
Third Quarter
   
0.56
   
0.39
   
0.56
   
0.42
 
Fourth Quarter
   
0.61
   
0.45
   
0.60
   
0.44
 
2006
                         
First Quarter
 
$
0.75
 
$
0.28
 
$
0.88
 
$
0.32
 
Second Quarter
   
0.85
   
0.41
   
0.97
   
0.47
 
Third Quarter
   
0.50
   
0.35
   
0.58
   
0.40
 
Fourth Quarter
   
0.51
   
0.30
   
0.58
   
0.36
 

We have not declared or paid cash dividends on our common shares since our inception and we expect for the foreseeable future to retain all of our earnings from operations for use in expanding and developing our business. Future dividend decisions will consider our then current business results, cash requirements and financial condition.
 
ITEM 6. SELECTED FINANCIAL DATA
 
The following table sets forth selected historical consolidated financial data for Apollo Gold Corporation as of December 31, 2007, 2006, 2005, 2004, and 2003, derived from our audited financial statements. The data set forth below should be read in conjunction with, and is qualified in its entirety by reference to, our financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
-44-


Summary of Financial Condition
(In thousands of U.S. dollars, except per share data)
 
Canadian GAAP
 
Years Ended December 31,
 
   
2007(1)
 
2006
 
2005
 
2004
 
2003
 
Statements of Operations Data
                 
Revenue from sale of minerals
 
$
38,474
 
$
10,177
 
$
43,254
 
$
38,254
 
$
30,858
 
Direct operating costs
   
26,336
   
15,361
   
48,357
   
52,473
   
34,184
 
Exploration and business development
   
2,430
   
1,033
   
918
   
1,051
   
2,117
 
Operating income (loss)
   
4,413
   
(12,823
)
 
(13,790
)
 
(26,586
)
 
(17,105
)
Income (loss) from continuing operations
   
2,416
   
(15,237
)
 
(15,961
)
 
(27,295
)
 
(15,790
)
(Loss) income from discontinued operations
   
-
   
(350
)
 
(6,247
)
 
(3,712
)
 
1,700
 
Net income (loss)
   
2,416
   
(15,587
)
 
(22,208
)
 
(31,007
)
 
(14,090
)
Net income (loss) per share, basic and diluted
                               
Continuing operations
   
0.02
   
(0.13
)
 
(0.16
)
 
(0.34
)
 
(0.29
)
Discontinued operations
   
-
   
(0.00
)
 
(0.06
)
 
(0.05
)
 
0.03
 
Total
 
$
0.02
 
$
(0.13
)
$
(0.22
)
$
(0.39
)
$
(0.26
)
 
Balance Sheets Data
 
At December 31,
Total assets
 
$
75,073
 
$
51,804
 
$
62,545
 
$
97,635
 
$
96,577
 
Long-term debt, including current portion
   
13,313
   
8,900
   
7,272
   
6,750
   
2,332
 
Total shareholders’ equity
   
42,873
   
28,243
   
32,441
   
47,221
   
57,857
 


U.S. GAAP
 
Years Ended December 31,
 
   
2007(1)
 
2006
 
2005
 
2004
 
2003
 
Statements of Operations Data
                 
Revenue from sale of minerals
 
$
38,474
 
$
10,177
 
$
43,254
 
$
38,254
 
$
30,858
 
Direct operating costs
   
26,336
   
15,361
   
48,357
   
52,473
   
34,184
 
Exploration and business development
   
2,430
   
4,206
   
6,051
   
11,456
   
5,760
 
Operating loss
   
(5,964
)
 
(15,813
)
 
(22,183
)
 
(36,302
)
 
(22,574
)
Loss from continuing operations
   
(13,898
)
 
(11,813
)
 
(19,826
)
 
(38,792
)
 
(21,021
)
(Loss) income from discontinued operations
   
-
   
(350
)
 
(4,907