AMENDMENT NO. 1 TO THE UNDERWRITING AGREEMENT
EXHIBIT
1.2
AMENDMENT
NO. 1 TO THE UNDERWRITING
AGREEMENT
AMENDMENT No. 1 (the “Amendment”) dated
as of July 15, 2009, among Apollo Gold Corporation (the “Corporation”) and
Xxxxxxx Securities Inc. and Blackmont Capital Inc. (collectively the
“Underwriters”).
WHEREAS, the Corporation and the
Underwriters (collectively, the “Parties”) are parties to an underwriting
agreement dated July 15, 2009 (the “Underwriting
Agreement”);
AND WHEREAS, the Parties wish to amend
the Underwriting Agreement in order to increase the amount of the Offering to up
to 13,889,390 Flow-Through Shares and up to 12,221,640 Offered Common Shares for
maximum aggregate gross proceeds to the Corporation of up to $13,000,008.60;
and
NOW THEREFORE, in consideration of
$2.00, the premises and the mutual agreements contained herein, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
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1.
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Capitalized terms used herein
(including in the recitals above) without definition and which are defined
in the Underwriting Agreement are used herein with the respective meanings
given such terms in the Underwriting
Agreement.
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2.
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The amount of the Offering shall
be increased to up to 13,889,390 Flow-Through Shares and up to 12,221,640
Offered Common Shares for maximum aggregate gross proceeds to the
Corporation of up to $13,000,008.60;
and
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3.
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In all respects, other than those
changed by this Amendment, the terms and conditions of the Underwriting
Agreement are confirmed.
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[The remainder of this page has
intentionally been left blank]
DATED July 15,
2009.
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APOLLO GOLD
CORPORATION
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By:
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/s/ R. Xxxxx Xxxxxxx | ||
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Authorized
Signatory
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XXXXXXX SECURITIES
INC.
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By:
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/s/ Xxxx XxXxxxxx | ||
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Authorized
Signatory
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BLACKMONT CAPITAL
INC.
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By:
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/s/ Xxxx Xxxxxx | ||
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Authorized
Signatory
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