Attached files
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| EX-10.1 - DEED OF VARIATION TO OPTION AGREEMENT - UNIVERSAL GOLD MINING CORP. | v195393_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) August 24, 2010
Universal
Gold Mining Corp.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-140900
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20-4856983
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
c/o
Gottbetter & Partners LLP
488
Madison Avenue, 12th Floor
New
York, New York
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10022
|
|
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(Address
of principal executive offices)
|
(Zip
Code)
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(212)
400-6900
(Registrant’s telephone number, including area code)
Copy
to:
Adam S.
Gottbetter, Esq.
Gottbetter
& Partners, LLP
488
Madison Avenue, 12th Floor
New York,
NY 10022
Phone: (212)
400-6900
Facsimile: (212)
400-6901
(Former
name, former address and former fiscal year, if changed since last
report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
As used
in this Current Report on Form 8-K, terms such as “we,” “our” and “us” refer to
the registrant, Universal Gold Mining Corp., a Nevada corporation, together with
its consolidated subsidiaries, including Universal Gold Holdings (Cayman),
Limited (referred to herein as “UGH”), a Cayman Islands corporation and wholly
owned subsidiary of Universal Gold Mining Corp.
Item
1.01 Entry
into a Material Definitive Agreement.
As
previously disclosed, on June 29, 2010, UGH entered into a Put and Call Option
Agreement (the “Option”) with Grafton Resource Investments Ltd. (“Grafton”),
pursuant to which we paid £680,000 (or approximately US$1,028,000) to subscribe
for (i) a Convertible Loan Note (the “Note”) of Kolar Gold Plc
(“Kolar”), an English Company, in the principal amount of £680,000, which is
convertible into “B” ordinary shares of Kolar (the “Kolar Shares”) at a
conversion price of £0.25 per share and (ii) 18 month warrants (“Warrants”) to
purchase up to 2,720,000 Kolar Shares at an exercise price of £0.30 per
share.
On August
24, 2010, we entered into a Deed of Variation to the Option (the “Amendment”),
which alters our rights under the Option.
Prior to
the Amendment, the Option provided us with the right (the “Initial Call
Option”), exercisable within the 90 days following Kolar’s issuance of the Note
(the “Initial Exercise Period”), to acquire 7,160,000 Kolar Shares presently
owned by Grafton (the “Existing Shares”) for consideration consisting of (i)
US$6 million in cash and (ii) newly issued shares of our common stock valued at
US$6 million, based on the price we sell our common stock in our next private
placement or, if we do not consummate a private placement by September 30, 2010,
then based on the weighted average market price of our common stock over a
specified period. As revised by the Amendment, we now have the right
(the “New Call Option”), exercisable within a 90 day period commencing on August
16, 2010 (the “New Exercise Period”), to acquire Grafton’s entire shareholding
and share interests in Kolar, comprising the Existing Shares and any additional
Kolar Shares that Grafton may subscribe for or otherwise acquire rights to (the
“Additional Kolar Share Rights”) up to a maximum total of 16,535,000 Kolar
Shares (the “Maximum Optioned Shares”). The exercise price payable by
us under the New Call Option will consist of: (x) 2.11 shares of our
common stock for each Kolar Share purchased under the New Call Option; (y)
18-month warrants having an exercise price of $0.75 per whole share (the “A
Warrants”) to purchase 0.45154 shares of our common stock for each Kolar Share
purchased under the New Call Option; and (z) 18-month warrants having an
exercise price of $0.90 per whole share (the “B Warrants”) to purchase 0.45154
shares of our common stock for each Kolar Share purchased under the New Call
Option.
In order
to exercise the New Call Option, we must deliver to Grafton irrevocable notice
of such exercise during the New Exercise Period, in which case Grafton and we
will close on the exchange of common stock, A Warrants and B Warrants for Kolar
Shares within 30 days of such exercise (the “Completion
Date”). Furthermore, in order to exercise the New Call Option,
we must commit to file a registration statement registering the resale of the
shares of common stock issued or issuable as the exercise price of the New Call
Option or upon exercise of the A Warrants and B Warrants (the “Registrable
Securities”) within 75 days of the Completion Date and to use our best efforts
to have such registration statement declared effective within 180 days after
filing. Finally, if we exercise the New Call Option, we must
undertake to seek a listing of our common stock on AIM, TSX or another
equivalent market within six months.
If
Grafton acquires Kolar Shares in excess of the Maximum Optioned Shares, then we
have the right to acquire a 90 day call option with respect to such additional
Kolar Shares having an exercise price per Kolar Share the same as that under the
New Call Option, by giving notice thereof to Grafton following the date we
exercise the New Call Option and prior to the Completion Date.
The
Option also provided us with the right (the “Put Option”), exercisable during
the Old Exercise Period, to require Grafton to purchase our entire right and
interest in the Note and Warrants for an aggregate cash purchase price of
£680,000 (payable in Sterling or US Dollars, at the prevailing spot conversion
rate, at Grafton’s election). The Amendment gives us the right to
exercise this Put Option at any time during the New Exercise
Period.
Grafton
owns 2,000,000 shares (or approximately 2.3%) of our outstanding common
stock. David Cather, a member of our Board of Directors is a retained
consultant to Grafton. Craig Niven, a member of our Board Directors,
is a Director of and 48% shareholder in Arlington Group Asset Management Limited
(“AGAM”). AGAM is the Investment Manager of the Arlington Special Situations
Fund Limited (“ASSF”). ASSF owns US$2,000,000 face amount of Convertible Loan
Notes issued by Grafton Resources Investments Limited. Grafton is also the owner
of 7,160,000 (or approximately 15.6% of the outstanding) Kolar
Shares.
Item
9.01 Financial
Statements and Exhibits.
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(d)
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Exhibits
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The
following Exhibit is being furnished with this Report
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Exhibit
Number
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Description
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10.1
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Deed
of Variation to a Put and Call Option Agreement dated 29 June 2010, dated
24 August 2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Universal Gold Mining Corp. | |||
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Date: August
24, 2010
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By:
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/s/ David Rector | |
| David Rector, President | |||