-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QgdIMiphqUiJq1r/pRjbwPXcLJZRG77uJbxeqbn4HNiWzfTf/a/chyy9IDd6JPGY XLW9dem0PLKiJbzW88SE9g== 0001104659-10-060737.txt : 20101201 0001104659-10-060737.hdr.sgml : 20101201 20101201171602 ACCESSION NUMBER: 0001104659-10-060737 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20101201 DATE AS OF CHANGE: 20101201 GROUP MEMBERS: MACQUARIE GROUP LIMITED FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MACQUARIE BANK LTD CENTRAL INDEX KEY: 0001257135 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: LEVEL 9 15 LONDON CIRCUIT CITY: CANBERRA ACT 2600 STATE: C3 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Brigus Gold Corp. CENTRAL INDEX KEY: 0000938113 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 911724754 STATE OF INCORPORATION: B0 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78902 FILM NUMBER: 101225521 BUSINESS ADDRESS: STREET 1: 2000 BARRINGTON STREET, STREET 2: SUITE 501, COGSWELL TOWER CITY: HALIFAX STATE: A5 ZIP: B3J 3K1 BUSINESS PHONE: (902) 422-1421 MAIL ADDRESS: STREET 1: 2000 BARRINGTON STREET, STREET 2: SUITE 501, COGSWELL TOWER CITY: HALIFAX STATE: A5 ZIP: B3J 3K1 FORMER COMPANY: FORMER CONFORMED NAME: APOLLO GOLD CORP DATE OF NAME CHANGE: 20030130 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL PURSUIT CORP DATE OF NAME CHANGE: 19950215 SC 13D/A 1 a10-22259_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

BRIGUS GOLD CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

109490102

(CUSIP Number)

Macquarie Bank Limited

1 Martin Place

Sydney, NSW 2000, Australia

Telephone No. 612-8232-3333

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:

Anthony Lennon

Macquarie Bank Limited

Representative Office

125 W. 55th Street, 22nd Floor

New York, NY 10019

Telephone No. 212-231-2083

Facsimile No. 212-231-2177

November 18th, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

	1.	Names of Reporting Persons Macquarie Group Limited

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) AF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Sydney, New South Wales, Australia

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,626,366 (Deemed beneficially owned due to reporting person’s ownership of Macquarie Bank Limited)

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.6%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No.

	1.	Names of Reporting Persons Macquarie Bank Limited

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Sydney, New South Wales, Australia

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 12,626,366

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 12,626,366

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,626,366

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 6.6%

	14.	Type of Reporting Person (See Instructions) CO, BK

Item 1.

Security and Issuer

The class of equity securities to which this Statement on Schedule 13D relates is the common stock (“Common Shares”) and warrants over Common Stock, of Brigus Gold Corporation, formerly known as Apollo Gold Corporation. (“Brigus,” or the “Issuer”), a Yukon Territory, Canadian corporation having its principal executive offices at 1969 Upper Water Street, Suite 2001, Halifax, Nova Scotia, B3J 3R7 Canada.

Item 2.

Identity and Background

This statement on Schedule 13D is being filed by Macquarie Bank Limited (“MBL”), an Australian corporation. MBL is a global provider of banking, financial, advisory, investment and funds management services. MBL has its principal office at 1 Martin Place, Sydney, NSW 2000, Australia.

Macquarie B.H. Pty Limited is the sole voting member of MBL. Macquarie B.H. Pty Limited is directly and wholly-owned by MGL, which is listed on the Australian Securities Exchange (ASX). MGL is a leading provider of banking, financial, advisory, investment and funds management services. MGL has its principal office at Level 7, 1 Martin Place, Sydney, NSW 2000, Australia. MGL’s ownership of MBL is through Macquarie B.H. Pty Ltd, its wholly owned subsidiary which has no other business activities other than the ownership of MBL. As a result, the information provided is only for MGL and MBL.

The directors and executive officers of MGL and MBL are set forth on Schedule I attached hereto. Schedule I sets forth the following information with respect to each such person:

(i) name;

(ii) business address;

(iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(iv) citizenship.

During the last five years, none of MGL, MBL or any person named in Schedule I, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

In July 2008, MBL participated in a Prospectus Offering of units. On July 23, 2008, MBL acquired, for US$0.50 per unit (Cdn$ 0.50, as of July 23, 2008), 4,000,000 units from the Issuer, each unit comprising of 1 Common Share and half of one warrant each convertible into an equivalent Common Share. This resulted in MBL holding 4,000,000 Common Shares of Apollo,

and 2,000,000 warrants exercisable to purchase 2,000,000 Common Shares at US$0.65 (Cdn$0.65, as of July 23, 2008) per Common Share.

On December 10, 2008, the Issuer entered into a US$15,000,000 bridge loan facility with MBL and another lender. As part of this facility, MBL made available 50% of the aggregate loan and received 21,307,127 warrants, each warrant entitling MBL to purchase one Common Share at a price of US$0.177 (Cdn$0.221, as of Dec. 10, 2008) per Common Share and exercisable for a four year period ending on December 10, 2012. The terms of the warrant are contained within the Warrant Certificate dated December10, 2008, issued by Apollo to MBL (“2008 Warrant”).

On February 23, 2009, the Issuer entered into a US$ 70,000,000 project financing facility with MBL and another lender that was used to repay the above-referenced bridge loan facility. In connection therewith, Macquarie was issued 23,198,336 warrants exercisable for a period of 48 months from closing, each warrant entitling MBL to purchase one Common Share at an exercise price of US$ 0.20 per Common Share (Cdn$ 0.252, as of February 23, 2009). The terms of the warrant are contained within the Warrant Certificate dated February 20, 2009, issued by Apollo to MBL (“2009 Warrant”).

As part of a transaction involving a business combination between Brigus Gold Corp and Linear Gold Corp, on June 24, 2010, Brigus’s shareholders authorized it to affect a 1-for-4 reverse split of the number of shares of the Company's common stock (the “Reverse Split”). In connection with the transaction, MBL entered into an agreement (“Lock Up Agreement”) with Brigus and Linear pursuant to which MBL agreed not to, directly or indirectly, sell, assign, transfer, loan, grant security over, grant any warrant, right or option to purchase, make any short sale or otherwise dispose of, or enter into any hedging transactions with respect to the Common Shares in Brigus, or any options or warrants to purchase any Common Shares in Brigus held by MBL before December 31, 2010.

On November 18, 2010 the Lock Up Agreement was terminated effective November 18, 2010.

Item 4.

Purpose of Transaction

MBL intends to hold the Common Shares, including the warrants and Common Shares issuable upon exercise thereof, solely for investment purposes.

MBL currently has no plans or proposals that relate to or would result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of this Schedule 13D filing. However, MBL reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (a) its business and liquidity objectives, (b) the Issuer’s financial condition, business, operations, competitive position, prospects and/or share price, (c) industry, economic and/or securities markets conditions, (d) alternative investment opportunities, and (e) other relevant factors. Without limiting the generality of the preceding sentence, MBL reserves the right (in each case, subject to any applicable restrictions under law or contract) to at any time or from time to time (i) purchase or otherwise acquire additional securities of the Issuer, or

instruments convertible into or exercisable for any such securities (collectively, “Issuer Securities”), in the open market, in privately negotiated transactions or otherwise, (ii) sell, transfer or otherwise dispose of Issuer Securities in public or private transactions, (iii) cause Issuer Securities to be distributed in kind to its investors, (iv) encourage (including, without limitation, through communications with directors, management, and existing or prospective security holders, investors or lenders of the Issuer, existing or potential strategic partners, industry analysts and other investment and financing professionals) the Issuer to consider or explore (A) sales or acquisitions of assets or businesses or other extraordinary corporate transactions, such as a takeover bid or scheme of arrangement (including transactions in which MBL and/or its affiliates may be proposed as acquirors), or (B) other changes to the Issuer’s business or structure.

Item 5.

Interest in Securities of the Issuer

(a), (b) See the information set forth on the cover page hereof.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Item 3 above.

Item 7.

Material to be Filed as Exhibits

Exhibit A	Joint Filing Agreement between MBL and MGL (incorporated by reference to Schedule 13D filed by MBL on September 16, 2010).

Exhibit B	Lock Up Agreement dated March 18, 2010, among MBL, Apollo and Linear (incorporated by reference to Schedule 13D filed by MBL on May 11, 2010).

Exhibit C	2008 Warrant dated December 10, 2008, issued by Apollo to MBL (incorporated by reference to Schedule 13D filed by MBL on May 11, 2010).

Exhibit D	2009 Warrant dated February 20, 2009, issued by Apollo to MBL (incorporated by reference to Schedule 13D filed by MBL on May 11, 2010).

Exhibit E	Letter terminating Lock-up Agreement dated November 18, 2010.

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: December 1, 2010

	Macquarie Group Limited

	/s/ Heidi Mortensen
	Name:	Heidi Mortensen
	Title:	Attorney-in Fact


	/s/ Gus Wong
	Name:	Gus Wong
	Title:	Attorney-in Fact


	Macquarie Bank Limited

	/s/ Heidi Mortensen
	Name:	Heidi Mortensen
	Title:	Attorney-in Fact


	/s/ Gus Wong
	Name:	Gus Wong
	Title:	Attorney-in Fact

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

Schedule I

Macquarie Group Limited

The name and present principal occupation of each of the directors (Board Members) and officers (Executive Committee Members) of Macquarie Group Limited are set forth below. Unless otherwise noted, each of these persons is an Australian citizen and has as his/her business address No. 1 Martin Place, Sydney, New South Wales 2000, Australia.

Name	Principal Occupation	Country of citizenship (if not Australia)
Board of Directors
David S. Clarke	Non-Executive Voting Director
Nicholas W. Moore	Executive Voting Director
Michael J. Hawker	Non-Executive Voting Director

Peter M. Kirby	Non-Executive Voting Director
Catherine B. Livingstone	Non-Executive Voting Director
H. Kevin McCann	Non-Executive Voting Director
John R. Niland	Non-Executive Voting Director
Helen M. Nugent	Non-Executive Voting Director
Peter H. Warne	Non-Executive Voting Director

Executive Committee Members
Nicholas Moore (Chairman)	Managing Director and Chief Executive Officer of MGL
Richard Sheppard	Deputy Managing Director of MGL / Managing Director and Chief Executive Officer of MBL
Greg Ward	Chief Financial Officer — Head of Corporate Affairs Group
Andrew Downe	Head of Fixed Income, Currencies and Commodities
Peter Maher	Head of Banking and Financial Services Group	New Zealand
Michael Carapiet	Executive Chairman of Macquarie Capital and Macquarie Securities Group
Roy Laidlaw	Head of Macquarie Securities Group and Macquarie Capital
Shemara Wikramanayake	Head of Macquarie Funds Group
Stephen Allen	Head of Risk Management Group
Garry Farrell	Head of Corporate Asset and Finance Group
Tim Bishop	US Country Head, CEO of Macquarie Capital (USA)
Stevan Vrcelj	Head of Cash Equities, Macquarie Securities Group

Macquarie Bank Limited

The name and present principal occupation of each of the directors (Board Members) and officers (Executive Committee Members) of Macquarie Bank Limited are set forth below. Unless otherwise noted, each of these persons is an Australian citizen and has as his/her business address No. 1 Martin Place, Sydney, New South Wales 2000, Australia.

Name	Principal Occupation	Country of citizenship (if not Australia)
Board of Directors
David S. Clarke	Non-Executive Voting Director
W. Richard Sheppard	Executive Voting Director
Nicholas W. Moore	Executive Voting Director
Michael J. Hawker	Non-Executive Voting Director
Peter M. Kirby	Non-Executive Voting Director
Catherine B. Livingstone	Non-Executive Voting Director
H. Kevin McCann	Non-Executive Voting Director
John R. Niland	Non-Executive Voting Director
Helen M. Nugent	Non-Executive Voting Director
Peter H. Warne	Non-Executive Voting Director

Executive Committee Members
Richard Sheppard (Chairman)	Managing Director and Chief Executive Officer of MBL
Nicholas Moore	Managing Director and Chief Executive Officer of MGL
Greg Ward	Chief Financial Officer — Head of Corporate Affairs Group
Andrew Downe	Head of Fixed Income, Currencies and Commodities
Peter Maher	Head of Banking and Financial Services Group	New Zealand
Roy Laidlaw	Head of Macquarie Securities Group
Shemara Wikramanayake	Head of Macquarie Funds Group
Stephen Allen	Head of Risk Management Group
Garry Farrell	Head of Corporate Asset and Finance Group
Stevan Vrcelj	Head of Cash Equities, Macquarie Securities Group

EX-99.E 2 a10-22259_1ex99de.htm EX-99.E

Exhibit 99.E

To: Brigus Gold Corp.

And to: Brigus Gold ULC

Each of:
Suite 502, 2000 Barrington Street
Halifax, Nova Scotia
B3J 3K1
Canada
Attention: Wade Dawe
By Email: wdawe@lineargoldcorp.com

November 18,2010

RE: Lock-Up Agreement

1) We refer to the Lock-Up Agreement entered into between Apollo Gold Corporation (now Brigus Gold Corp, “Brigus”), Linear Gold Corp (now Brigus Gold ULC, “Brigus ULC”) and Macquarie Bank Limited (“Macquarie”) dated 17 March 2010 (“Lock-Up Agreement”). Terms and expressions defined in the Lock-Up Agreement shall have the same meaning when used in this letter unless otherwise defined.

2) Pursuant to clause 2 of the Lock-Up Agreement, Macquarie agreed that, during the Lock-Up Period, its Fixed Income, Currencies and Commodities Group (“FICC”) would not, directly or indirectly, offer, sell, negotiate, contract to sell, hypothecate, pledge, assign, transfer, grant any warrant, right or option to purchase, encumber, loan, mortgage, make any short sale or otherwise dispose of any Common Shares, or any options or warrants to purchase any Common Shares, any securities convertible into, exchangeable for or that represent the right to receive Common Shares, or any economic interest or economic exposure in Common Shares (other than, for the avoidance of doubt, any debt interests or debt securities issuable under, related to or in connection with the PFA), whether then owned or thereafter acquired, directly or indirectly, by FICC or with respect to which FICC has beneficial ownership (collectively, the “FICC Securities”).

3) Pursuant to clause 2 of the Lock-Up Agreement, the Lock-Up Period was due to expire on 31 December 2010. Notwithstanding the terms of the Lock-Up Agreement, Macquarie has requested, and Brigus and Brigus ULC have agreed, to terminate the Lock-Up Agreement with effect from the date of this letter with the effect that all undertakings, obligations and restrictions imposed on Macquarie with respect to the FICC Securities shall no longer apply to

Macquarie or its dealings with the FICC Securities. Brigus and Brigus ULC acknowledge and agree that, with effect from the date of this letter, Macquarie is free to deal with the FICC Securities free from any restrictions imposed under the Lock-Up Agreement.

4) This agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

Please indicate your acceptance of the terms and conditions contained in this letter by countersigning the copy of this letter where indicated below.

[Signature page to follow on next following page]

SIGNED FOR MACQUARIE BANK LIMITED, by its duly	)		Katie Choi
appointed attorneys under power of attorney dated	)		Division Director
27 OCT 2009	)		Macquarie Bank Limit
	)	/s/ Katie Choi
	)	Signature of Attorney
	)		Robert McRobbie
	)		Division Director
	)		Legal Risk Management
	)	/s/ Robert McRobbie
	)	Signature of Attorney

ACCEPTED AND AGREED THIS , 2010

BRIGUS GOLD CORP.

By:	/s/ M. Williams
	Per: M. Williams
	C.F.O.

BRIGUS GOLD ULC.

By:	/s/ Wade K. Dawe
	Per: Wade K. Dawe
	President and C.E.O.

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