<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
COMMISSION FILE NUMBER: 0-12185
ALASKA APOLLO RESOURCES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PROVINCE OF BRITISH COLUMBIA NOT APPLICABLE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
120 PROSPEROUS PLACE, SUITE 201 40509-1844
LEXINGTON, KENTUCKY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
NOT APPLICABLE
(FULL TITLE OF PLAN)
WILLIAM S. DAUGHERTY, 120 PROSPEROUS PLACE, SUITE 201, LEXINGTON, KENTUCKY
40509-1844
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (606) 263-3948
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT OF SHARES OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED TO BE REGISTERED SHARE PRICE FEE (1)
<S> <C> <C> <C> <C>
COMMON STOCK, WITHOUT PAR
VALUE PER SHARE................. 319,577 $0.3125 $99,867.79 $9.49
TOTAL 319,577 $0.3125 $99,867.79 $9.49
===========================================================================================================================
</TABLE>
(1) The registration fee applies to all of the shares of the Common Stock to be
issued as a result of this Registration Statement.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's latest annual report.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Registrant's latest annual report.
(c) The description of the class of securities to be registered by this
Registration Statement, which are registered under Section 12 of the Securities
Act of 1934, and which were more fully described in (i) the Memorandum and
Articles for Catalina Energy & Resources Ltd., a British Columbia corporation,
dated January 31, 1979, (ii) the Certificate for Catalina Energy & Resources
Ltd., a British Columbia corporation, dated November 27, 1981, changing the name
of Catalina Energy & Resources Ltd. to Alaska Apollo Gold Mines Ltd., and
further changing the authorized capital of the Registrant from 5,000,000 shares
of common stock, without par value per share, to 20,000,000 shares of common
stock, without par value per share, (iii) the Certificate of Change of Name for
Alaska Apollo Gold Mines Ltd., a British Columbia corporation, dated October 14,
1992, changing the name of Alaska Apollo Gold Mines Ltd. to Alaska Apollo
Resources Inc., and further changing the authorized capital of the Registrant
from 20,000,000 shares of common stock, without par value per share, to
6,000,000 shares of common stock, without par value per share, and (iv) the
Altered Memorandum of Alaska Apollo Resources Inc., a British Columbia
corporation, dated September 9, 1993, changing the authorized capital of the
Registrant from 6,000,000 shares of common stock, without par value per share,
to 20,000,000 shares of common stock, without par value per share, is as
follows:
20,000,000 shares of common stock, without par value per share.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in the Registration Statement and to
be a part thereof from the date of filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Norman T. Reynolds, Esq., an attorney for the Registrant and the
counsel who has rendered an opinion as to the legality of the shares of the
Registrant's common stock to be offered by this Registration Statement, owns
85,802 shares of such stock which are being registered pursuant to this
Registration Statement. As of the date of this Registration Statement, such
shares have a fair market value of approximately $26,813.02.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The directors and officers of the Registrant shall be indemnified by
the Registrant against all costs, losses, expenses and liabilities incurred by
any such director or officer in the course of the Registrant's business
according to the Registrant's Articles of Association. In addition, all
directors and officers are covered by a director's indemnification agreement.
The foregoing discussion of the Registrant's Articles of Association is
not intended to be exhaustive and is qualified in its entirety by such document.
1
<PAGE> 3
ITEM 8. EXHIBITS. The exhibits listed in the following index are filed as part
of this Registration Statement. The exhibits indicated by an asterisk (*) are
incorporated by reference.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
3(i)(a)* Memorandum and Articles for Catalina Energy & Resources
Ltd., a British Columbia corporation, dated January 31,
1979, filed as an exhibit to Form 10 Registration
Statement filed May 25, 1984. File No. 0-12185.
3(i)(b)* Certificate for Catalina Energy & Resources Ltd., a
British Columbia corporation, dated November 27, 1981,
changing the name of Catalina Energy & Resources Ltd. to
Alaska Apollo Gold Mines Ltd., and further changing the
authorized capital of the Registrant from 5,000,000
shares of common stock, without par value per share, to
20,000,000 shares of common stock, without par value per
share, filed as an exhibit to Form 10 Registration
Statement filed May 25, 1984. File No. 0-12185.
3(i)(c)* Certificate of Change of Name for Alaska Apollo Gold
Mines Ltd., a British Columbia corporation, dated
October 14, 1992, changing the name of Alaska Apollo
Gold Mines Ltd. to Alaska Apollo Resources Inc., and
further changing the authorized capital of the
Registrant from 20,000,000 shares of common stock,
without par value per share, to 6,000,000 shares of
common stock, without par value per share. Exhibit
3(i)(c) to Form 10-K/A for the Registrant for the fiscal
year ended December 31, 1993. File No. 0-12185.
3(i)(d)* Altered Memorandum of Alaska Apollo Resources Inc., a
British Columbia corporation, dated September 9, 1993,
changing the authorized capital of the Registrant from
6,000,000 shares of common stock, without par value per
share, to 20,000,000 shares of common stock, without par
value per share. Exhibit 3(i)(d) to Form 10-K/A for the
Registrant for the fiscal year ended December 31, 1993.
File No. 0-12185.
4* See Exhibits No. 3(i)(a), (b), (c), and (d).
5 Opinion of Norman T. Reynolds, Esq.
24 Powers of Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2
<PAGE> 4
(4) To file a post-effective amendment to this Registration
Statement to include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout a continuous
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
3
<PAGE> 5
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Lexington, Kentucky, on June 8, 1998.
ALASKA APOLLO RESOURCES INC.
By /s/ William S. Daugherty
--------------------------------
William S. Daugherty, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
William S. Daugherty Chairman of the Board, President, June 8, 1998
- ------------------------------- Director of the Registrant
WILLIAM S. DAUGHERTY
James K. Klyman* Director of the Registrant June 8, 1998
- -------------------------------
JAMES K. KLYMAN
Charles L. Cotterell* Director of the Registrant June 8, 1998
- -------------------------------
CHARLES L. COTTERELL
Daryl J. Greattinger Chief Financial Officer June 8, 1998
- -------------------------------
DARYL J. GREATTINGER
</TABLE>
*By William S. Daugherty
---------------------------
William S. Daugherty,
Attorney-in-Fact
4
<PAGE> 6
ALASKA APOLLO RESOURCES INC.
DOCUMENTS CONSTITUTING A SECTION 10(a) PROSPECTUS
PURSUANT TO A FORM S-8 REGISTRATION STATEMENT
FILED JUNE 8, 1998
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933
In connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by Alaska Apollo Resources Inc. (the "Company")
with the Securities and Exchange Commission on June 8, 1998, the following shall
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933:
1. General Plan Information.
-------------------------
(a) The following letter agreements (the "Letter Agreements")
between the Company and Norman T. Reynolds, Esq., Forte Communications, Inc.,
and Greattinger & Crowley, PSC (the "Participants") with respect to the payment
of fees and expenses and the shares of the Company's common stock, without par
value per share (the "Securities"), and the price per share at which the
Securities are to be issued to the Participants in payment of their fees and
expenses and expenses are more fully described in Exhibits "A," "B," and "C"
attached hereto and incorporated herein by reference for all purposes:
<TABLE>
<CAPTION>
Fees and Price per Number of
Name Expenses Share Shares
- ---- -------- ----- ------
<S> <C> <C> <C>
Norman T. Reynolds $26,813.02 $0.3125 85,802
Forte Communications, Inc. 50,000.00 $0.3125 160,000
Greattinger & Crowley, PSC 23,054.77 $0.3125 73,775
---------- -------
Total $99,867.79 319,577
========== =======
</TABLE>
(b) The Letter Agreements described herein constitute an
employee benefit plan as described in Rule 405 promulgated under the Securities
Act of 1933 (the "Plan"). The Securities will be offered pursuant to the Plan.
(c) The general nature and purpose of the Plan is allow for
the payment of fees and expenses due and owing by the Company to the
Participants in the form of the Company's registered Securities. The Plan will
terminate as soon after October 31, 1998 as the Securities called for in the
Plan have been issued to the Participants, which date will not exceed December
31, 1998. It is not contemplated that the Plan will be subject to modification
or extension.
(d) The Plan does not have any administrators. However, the
Participants may contact the Company at the address or telephone number
described in Paragraph 11 below to obtain additional information about the Plan.
(e) The Plan is not subject to the Employee Retirement Income
Security Act of 1974. The Participants is a consultant or adviser who has
provided provide bona fide services to the Company, none of such services being
in connection with the offer or sale of Securities of the Company in a
capital-raising transaction.
2. SECURITIES TO BE OFFERED. The Securities to be offered pursuant to
the Plan are shares of the Company's common stock, without par value per share.
The common stock of the Company has been registered under Section 12 of the
Securities Exchange Act of 1934.
3. EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN. Only the Participants
described above may participate in the Plan.
1
<PAGE> 7
4. Purchase of Securities Pursuant to the Plan and Payment for
-----------------------------------------------------------
Securities Offered.
-------------------
(a) The Participants may participate in the Plan only for so
long as it takes to file the Registration Statement and issue the Securities to
the Participants as called for herein. Thereafter, the Participants shall have
no further interest in the Plan. The only Securities to be purchased by the
Participants are described herein or in the Participants' Letter Agreements. The
purchase price per share of the Company's Securities for the Participants is as
set forth above.
(b) Payment for the Securities to be purchased by of the
Participants pursuant to the Plan will be the extinguishment of any further
liability by the Company to the Participants with respect to the obligations
described herein.
(c) There will be no reports delivered to the Participants as
to the amounts and status of their accounts.
(d) The Securities will be issued to the Participants, who may
sell the Securities in the open market. The Company will receive no fees or
other compensation for the Securities other than the extinguishment of the debts
to the Participants as described herein.
5. RESALE RESTRICTIONS. There will be no restrictions on the resale of
the Securities by the Participants.
6. TAX EFFECTS OF PLAN PARTICIPATION. The receipt of the Securities by
the Participants will be the receipt of ordinary income since the Securities
will have been received by the Participants in exchange for services.
Consequently, the Participants will be taxed currently for the value of the
Securities pursuant to Section 61 of the Internal Revenue Code of 1986, as
amended.
7. INVESTMENT OF FUNDS. There is no provision under the Plan whereby
the Participants may direct the investment of all or any part of the assets
under the Plan.
8. WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST. The Participants
will not be able to withdraw from, terminate, or assign their interests in the
Plan.
9. FORFEITURES AND PENALTIES. There is no event which could, under the
Plan, result in a forfeiture by, or a penalty to, the Participants.
10. CHARGES AND DEDUCTIONS, AND LIENS THEREFOR. There are no charges
and deductions that may be made against the Participants, the Securities, or
assets of the Plan, or the creation of any lien on any funds, securities, or
other property held under the Plan.
11. INFORMATION CONTAINED IN THE REGISTRATION STATEMENT. The Company
shall furnish to the Participants, without charge, upon written or oral request,
the documents incorporated by reference in Item 3 of Part II of the Registration
Statement, all of such documents being incorporated by reference in this Section
10(a) Prospectus. The Company shall also furnish to the Participants, without
charge, upon written or oral request, any other documents required to be
delivered to employees of the Company pursuant to Rule 428(b) promulgated under
the Securities Act of 1933. Any such request should be directed to the Company
at 120 Prosperous Place, Suite 201, Lexington, Kentucky 40509, telephone (606)
263-3948, and telecopier (606) 263-4228.
12. INFORMATION CURRENTLY FURNISHED. The Participants have been
furnished with a copy of the Company's Form 10-KSB for the fiscal year ended
December 31, 1997.
13. INFORMATION TO BE FURNISHED IN THE FUTURE. The Company shall
deliver to the Participants copies of all reports, proxy statements and other
communications distributed to its security-holders generally, and such material
shall be sent or delivered no later than the time that it is sent to
security-holders of the Company.
2
<PAGE> 8
Attachments:
Exhibit "A" - The Letter Agreement for Norman T. Reynolds
Exhibit "B" - The Letter Agreement for Forte Communications, Inc.
Exhibit "C" - The Letter Agreement for Greattinger & Crowley, PSC
3
<PAGE> 9
NORMAN T. REYNOLDS
Attorney At Law
Post Office Box 131326
Houston, Texas 77219-1326
Telephone: (713) 651-0244
Telecopier: (713) 355-4052
E Mail: [email protected]
EXHIBIT "A"
June 8, 1998
Mr. William S. Daugherty
Daugherty Petroleum, Inc.
120 Prosperous Place, Suite 201
Lexington, Kentucky 40509
Re: Invoices of Norman T. Reynolds and Form S-8 Registration Statement
Dear Bill:
As we discussed, I agree to take shares of the common stock of Alaska
Apollo Resources Inc. in payment of all fees and expenses currently due and
owing to me, which total $26,813.02, and which will be registered pursuant to a
Form S-8 Registration Statement. It is understood that the stock I will receive
will be valued at $0.3125 per share and, as a result, I will receive 85,802
shares. It is further understood that the Form S-8 Registration Statement will
be filed immediately and that the shares of the stock will be issued immediately
upon the effectiveness of the Registration Statement, and all other applicable
laws and regulations.
Very truly yours,
/s/ Norman T. Reynolds
Norman T. Reynolds
<PAGE> 10
FORTE
Communications, Inc.
50 Broadway, Suite 2300
New York, NY 10004
Telephone: 212-785-6300
Facsimile: 212-785-6205
EXHIBIT "B"
January 15, 1998
Williams S. Daugherty
Chairman, President & COO
Alaska Apollo Resources, Inc.
131 Prosperous Place
Lexington, KY 40509-1844
RE: Letter of Understanding
Dear Mr. Daugherty:
As discussed, I am submitting the following proposal for Public Relations to be
performed by Forte Communications, Inc. on behalf of Alaska Apollo Resources,
Inc. (the "Company") effective January 15, 1998.
The parties agree that Forte Communications, Inc. shall act as a consultant to
the Company.
1. Forte Communications, Inc. will consult with the Company as its public
relations advisor. Both Charles McLaughlin and Patricia Meding will act
as consultants for the Company on all public relation matters.
2. The parties agree that the consulting arrangement shall extend for a
period of approximately one (1) year from January 15, 1998 and that it
is automatically renewable for an additional year upon the mutual
consent of both parties. Neither party shall have the right or option
to terminate this agreement without mutual consent during a period of
activity.
3. The consulting activities shall continue upon signing.
4. The Company agrees to issue shares of the common stock of Alaska Apollo
Resources, Inc. valued at the current market price per share at the
time of issuance for an aggregate value of fifty thousand dollars and
no cents ($50,000.00) to pay the ongoing costs of the Public Relations
program and reimburse out-of-pocket expenses including but not limited
to telephone, facsimile, secretarial and other services provided on
behalf of the company. The Company agrees to pay upon presentation of
documentation any approved out-of-pocket expense provided Forte
Communications, Inc. seeks and secures approval of a budget figure
prior to the expenditure.
5. As requested by the Company, Forte Communications, Inc. will use its
best efforts to:
- arrange radio exposure;
- arrange Due Diligence meetings;
- organize institutional investor meetings;
- originate and disseminate information about the company
including press releases;
- arrange for articles to appear in periodicals, tabloids,
newsletters and other media, as appropriate;
- arrange for direct mail, broadcast, electronic, on-line and
other media services as desired by The
Company to keep shareholders, investors, and the brokerage
community informed of the Company's activities.
6. The Company agrees that any controversy or claim arising from this
Letter of Understanding will be settled under the laws of New York
State.
<PAGE> 11
As we have discussed, Forte's monthly fee will begin effective January 15.
Out-of-pocket expenses incurred in the normal course of performing our services
will be reimbursed upon presentation of receipts and, as stated above, for any
additional out-of-pocket expenses anticipated we will seek prior approval from
you.
If this Letter of Understanding properly outlines our agreement, please indicate
your acceptance by singing in the space provided below and returning it to me
via facsimile with the original being sent to me via first class mail at Forte
Communications, Inc., 50 Broadway, Suite 2300, New York, NY 10004.
Alaska Apollo Resources, Inc. Forte Communications, Inc.
/s/ William S. Daugherty /s/Charles W. McLaughlin
- ------------------------ ------------------------
Chairman, President & COO President
Dated: 1-15-98 Dated: 1-15-98
<PAGE> 12
GREATTINGER & CROWLEY, PSC
222 CUMBERLAND CROSSING
MONTICELLO, KY 42633
EXHIBIT "C"
January 15, 1998
Mr. William S. Daugherty
Alaska Apollo Resources, Inc.
131 Prosperous Place, Suite 17-A
Lexington, Kentucky 40509
Re: S-8 Stock Agreement
Dear Mr. Daugherty:
At the present time, Alaska Apollo Resources, Inc., and its subsidiary,
Daugherty Petroleum, Inc., owes Greattinger & Crowley, PSC, $23,054.77 for
auditing and accounting services, including travel and out-of-pocket expense
rendered and incurred through December 31, 1977. In payment thereof, Greattinger
& Crowley agrees to accept freely trading stock in Alaska Apollo Resources,
Inc., worth $23,054.77. Alaska Apollo Resources, Inc., will cause to be prepared
and will file the required S-8 to accomplish the issuance of the stock worth
$23,054.77. Said stock will be issued to Greattinger & Crowley as soon as
possible after the filing of the Form S-8. In that regard, the stock to be
issued to Greattinger & Crowley will be valued at the current market value per
share at the time of issuance of such stock.
If the foregoing meets with your approval, please sign and date a copy
of this letter, and return same to me. I understand that the agreement contained
herein is subject to ratification by the Board of Directors of Alaska Apollo
Resources, Inc. Please notify me when such ratification has been obtained.
Very truly yours,
Greattinger & Crowley, PSC
By: /s/Daryl J. Greattinger, President
----------------------------------
The foregoing is accepted and agreed to
this the 15th day of January, 1998.
ALASKA APOLLO RESOURCES, INC.
By: /s/William S. Daugherty, President
----------------------------------
<PAGE> 1
NORMAN T. REYNOLDS
Attorney At Law
Post Office Box 131326
Houston, Texas 77219-1326
Telephone: (713) 651-0244
Telecopier: (713) 355-4052
E Mail: [email protected]
June 8, 1998 EXHIBIT 5
Alaska Apollo Resources Inc.
120 Prosperous Place
Suite 201
Lexington, Kentucky 40509-1844
Re: Form S-8 Registration Statement; Commission File No. 0-12185
Gentlemen:
I have acted as counsel for Alaska Apollo Resources Inc. (the
"Company") in connection with the registration by the Company of 319,577 shares
of its common stock, without par value per share (the "Securities"), as
contemplated by the Company's Registration Statement on Form S-8 filed on the
date hereof with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended.
In connection therewith, I have examined, among other things, the
Memorandum and Articles of Association, as amended, of the Company, the
corporate proceedings of the Company with respect to the issuance and
registration of the Securities, the Registration Statement, certificates of
public officials, statutes and other instruments and documents, as a basis for
the opinions expressed herein.
Based upon and subject to the foregoing, and upon such other matters as
I have determined to be relevant, I am of the opinion that:
1. The Company is a corporation duly organized, validly existing, and
in good standing under the laws of the Province of British Columbia.
2. All of the Securities, upon issuance and delivery thereof, will be
validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Norman T. Reynolds
Norman T. Reynolds
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, Alaska Apollo Resources Inc., a British Columbia corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8 dated June 8, 1998, a draft of which has been
previously reviewed by the undersigned (the "Form S-8"), together with any and
all exhibits and other documents having relation to the Form S-8;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby constitute and
appoint William S. Daugherty and D. Michael Wallen, and each of them severally,
as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, to do any and all acts and things in his name
and on his behalf in his capacity as a director or officer or both, as the case
may be, of the Company, as fully and to all intents and purposes as the
undersigned might or could do in person, and to execute any and all instruments
for the undersigned and in his name in any and all capacities which such person
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations and requirements of the Commission, in connection with
the filing of the Form S-8, including specifically, but not limited to, power
and authority to sign for the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, the Form S-8 and any and
all other documents (including, without limitation, any amendments to the Form
S-8 or to such other documents) which such person may deem necessary or
advisable in connection therewith; and the undersigned does hereby ratify and
confirm all that such person shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 8th day of June, 1998.
/s/ Charles L. Cotterell
-------------------------------
CHARLES L. COTTERELL
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, Alaska Apollo Resources Inc., a British Columbia corporation
(the "Company"), intends to file with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-8 dated June 8, 1998, a draft of which has been
previously reviewed by the undersigned (the "Form S-8"), together with any and
all exhibits and other documents having relation to the Form S-8;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby constitute and
appoint William S. Daugherty and D. Michael Wallen, and each of them severally,
as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, to do any and all acts and things in his name
and on his behalf in his capacity as a director or officer or both, as the case
may be, of the Company, as fully and to all intents and purposes as the
undersigned might or could do in person, and to execute any and all instruments
for the undersigned and in his name in any and all capacities which such person
may deem necessary or advisable to enable the Company to comply with the Act and
any rules, regulations and requirements of the Commission, in connection with
the filing of the Form S-8, including specifically, but not limited to, power
and authority to sign for the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, the Form S-8 and any and
all other documents (including, without limitation, any amendments to the Form
S-8 or to such other documents) which such person may deem necessary or
advisable in connection therewith; and the undersigned does hereby ratify and
confirm all that such person shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
as of the 8th day of June, 1998.
/s/ James K. Klyman
-----------------------------
JAMES K. KLYMAN
