Attached files
| file | filename |
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| EX-2.2 - UNIVERSAL GOLD MINING CORP. | v204694_ex2-2.htm |
| EX-2.1 - UNIVERSAL GOLD MINING CORP. | v204694_ex2-1.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) November 30,
2010
Universal
Gold Mining Corp.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
333-140900
|
20-4856983
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
Bentall
Four Centre
Suite
3474 – 1055 Dunsmuir Street
Vancouver,
British Columbia
|
V7X
1K8
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(604)
608-0223
(Registrant’s telephone number, including area code)
(Former
name or former address, 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:
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))
Item
1.01 Entry
into a Material Definitive Agreement.
Universal
Gold Mining Corp., a Nevada corporation (“UGMC”), entered into an Option
Agreement effective as of November 30, 2010 (the “Option Agreement”), with
N.C.G.A. Project Acquisition Corp., a Cayman Islands corporation (“NCGA”),
controlled by certain minority shareholders of UGMC, whereby UGMC shall, at its
option, be entitled to acquire, and to require NCGA to transfer to UGMC, all of
the issued shares in RNC (Hemco) Limited (“Hemco”), and all minority interests
in certain subsidiaries of Hemco not owned by Hemco (collectively, the “Hemco
Assets”). The Hemco Assets are to be acquired by NCGA pursuant to the
terms and conditions of a Share Purchase Agreement, dated as of November 30,
2010 (the “Share Purchase Agreement”), by and among NCGA, TWL Investments Ltd.
(“TWL”), Thomas William Lough (“Lough”), James Randall Martin (“Martin”) and
Sergio Rios Molina (“Rios” and together with TWL and Martin, the
“Sellers”). The Share Purchase Agreement provides that NCGA will
acquire from Sellers all of the issued common shares of RNC (Management)
Limited, which owns 100% of the interest in Hemco. Conditional upon
the sale, Lough and Martin will also transfer to NCGA for no additional
consideration, all of the minority interests not already owned by Hemco in its
Nicaraguan subsidiary, Hemco Nicaragua S.A. Hemco Nicaragua S.A. is a private
Nicaraguan company which operates the Bonanza gold and silver mine located in
Nicaragua, Central America.
The
Option Agreement provides that if UGMC exercises its option, UGMC will be able
to acquire the Hemco Assets from NCGA for $64,750,000, which is equal to the
balance of the $65 million purchase price ($250,000 of which has already paid in
the form of a non-refundable deposit) that NCGA will be required to pay to
Sellers at the closing of the transactions under the Share Purchase
Agreement. Should UGMC exercise its option, UGMC agrees in the
Option Agreement that it will issue or otherwise make available for issuance
1,000,000 shares of its common stock to be held in trust for employees of Hemco,
including Lough, Martin and Rios, and 1,000,000 shares of its common stock for
services of Lough, Martin and Rios pursuant to a management services agreement
to be entered into by an entity designated by them and Hemco or one of its
affiliates (the “Management Services Agreement”), provided that additional
shares may be issued under the Management Services Agreement to Sellers as
described below.
The
consummation of the closing under the Share Purchase Agreement is subject to
NCGA having obtained financing sufficient to fund the balance of the purchase
price and is subject to customary conditions to closing. In the event that the
value of the 1,000,000 shares to be issued under the Management Services
Agreement, based on the price of any UGMC shares issued under a financing to
fund the balance of the purchase price, is less than $400,000, then Sellers will
be issued such number of additional shares of UGMC’s common stock so that the
product of the total number of shares to be issued under the Management Services
Agreement and the price in such financing will be at least
$400,000.
Pursuant
to the Share Purchase Agreement, each Seller has agreed to severally indemnify
and defend NCGA and its affiliates, including UGMC, against, and hold harmless
from and against, standard losses as well as any matters related to the business
or assets or liabilities of Sellers or their affiliates, subject to certain
exemptions. NCGA has agreed to indemnify and defend Sellers and their affiliates
against, and hold harmless from, standard losses. Both Sellers and
NCGA have agreed that where a loss relates to a failure of any representation or
warranty in the Share Purchase Agreement, the indemnifying party will not be
liable for losses unless the aggregate losses incurred by the indemnitee exceeds
$500,000, in which case all such losses are indemnifiable from the first
dollar.
The Share
Purchase Agreement includes customary representations, warranties and covenants.
It also includes a covenant whereby Sellers have granted to NCGA (or with
Sellers’
consent, may grant to UGMC or any other affiliates of NCGA), the right to
acquire from Sellers’ affiliate a $2,500,000 loan to Vesubio Mining S.A. with an
annual interest rate of 12% at a purchase price equal to the face value of the
loan plus any accrued and unpaid interest.
Either
the Sellers or NCGA may terminate the Share Purchase Agreement if the closing
does not occur on or before December 31, 2010 or a governmental entity issues an
order or takes action that permanently restrains, enjoins or otherwise prohibits
the acquisition. Additionally, NCGA may terminate the Share Purchase Agreement
if it is unable to obtain financing sufficient to fund the purchase price of the
acquisition.
Under the
Share Purchase Agreement, NCGA may transfer or assign to UGMC without Sellers’
consent any companies to be acquired by NCGA or any of their assets or any of
NCGA’s rights under the Share Purchase Agreement. Under the Option
Agreement, in addition to the shares in Hemco and other than assets that NCGA is
otherwise obligated under the terms of the Share Purchase Agreement to transfer
to Sellers or their affiliates, NCGA agrees to transfer to UGMC any other assets
of RNC (Management) Limited or its subsidiaries as UGMC may determine and to
assign to UGMC any of NCGA’s rights and obligations under the Share Purchase
Agreement as UGMC may request.
The
foregoing is a summary of the terms of the Option Agreement and the Share
Purchase Agreement and does not purport to include all of the terms of such
agreements. The summary of each of the Option Agreement and the Share Purchase
Agreement is subject to, and qualified in its entirety by, the full text of the
Option Agreement attached hereto as Exhibit 2.1 and the Share Purchase Agreement
attached hereto as Exhibit 2.2, both of which are incorporated herein by
reference.
Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective
as of December 2, 2010, the Board of Directors of UGMC (the “Board”) has
appointed David Cather, 51, as Interim Chief Executive Officer and Craig Niven,
54, as Interim Chief Financial Officer of UGMC to fill the officer vacancies
created by the resignation of David Rector. Mr. Niven was appointed by the
Board to serve as Assistant Secretary of UGMC on November 23, 2010.
Mr.
Cather and Mr. Niven will serve as Interim Chief Executive Officer and Interim
Chief Financial Officer, respectively, until their successors are duly appointed
and qualified or until their earlier resignation or removal.
Mr.
Cather has been a member of the Board since June 3, 2010. Mr. Cather
graduated from the Royal School of Mines, Imperial College, and has extensive
experience in the development and management of a wide range of resource
projects. He has held senior executive positions at operational and
line management levels with both De Beers and Anglo American. Mr.
Cather is a Chartered Engineer, a member of IoM3, and a Competent
Person. He is a director of Compostela Mining Limited, an exploration
company with copper/gold porphyry assets in the Philippines.
Mr.
Cather is a retained consultant to Grafton Resources Investments, Ltd.
(“Grafton”). On June 29, 2010, UGMC entered into a Convertible Loan Note
and a Put and Call Option Agreement with Grafton which was amended August 24,
2010 by a Deed of Variation (as amended, the “Kolar Agreement”), whereby UGMC
paid £680,000 (or approximately US$1,028,000) to subscribe for a Note and
Warrants (as such terms are defined in the Kolar Agreement) of Kolar Gold Plc
(“Kolar”) and Grafton granted to UGMC (i) a 90-day call option, commencing on
August 16, 2010, to acquire Grafton’s interests in Kolar and (ii) a 90-day put
option to require Grafton to acquire from UGMC its entire interest in the Note
and Warrants for an aggregate price of £680,000. On November 12, 2010,
UGMC exercised the put option and required Grafton to purchase UGMC's entire
interest in the Note and Warrants and return the £680,000 UGMC paid for them.
Grafton paid such amount to UGMC on November 30, 2010.
Mr. Niven
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 previously owned convertible loan notes issued by
Grafton.
Item
9.01 Financial
Statements and Exhibits.
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(d).
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Exhibits.
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2.1
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Option
Agreement, dated as of November 30, 2010, by and between Universal Gold
Mining Corp. and N.C.G.A. Project Acquisition
Corp.
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2.2
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Share
Purchase Agreement, dated as of November 30, 2010, by and among N.C.G.A.
Project Acquisition Corp., TWL Investments Ltd., Thomas William Lough,
James Randall Martin and Sergio Rios
Molina.
|
SIGNATURE
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. | |||
|
|
By:
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/s/ Craig Niven | |
| Name: Craig Niven | |||
| Title: Interim Chief Financial Officer and Assistant Secretary | |||
Dated: December
6, 2010