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) December 6,
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
8.01 Other
Events.
Universal
Gold Mining Corp., a Nevada corporation (“UGMC”), intends to conduct a private
placement of securities to finance, among other things, the acquisition of all
of the issued shares in RNC (Hemco) Limited pursuant to an Option Agreement,
effective as of November 30, 2010, by and between UGMC and N.C.G.A. Project
Acquisition Corp. (the “Option Agreement”). The Option Agreement is further described in the
Form 8-K filed with the U.S. Securities and Exchange Commission on December 6,
2010.
It
is currently contemplated that the issuance will consist of up to $80 million of
preferred convertible shares of UGMC, which, at the option of the holder
thereof, will be convertible, on or before 12 months of the issue, into UGMC
common stock at a price of $0.10 per share. UGMC anticipates that each preferred
share will be entitled to an 8% annual cash dividend (based on the initial
payment for the preferred share), which will be paid quarterly. UGMC also
anticipates issuing one warrant for every two preferred shares owned. Such
warrant will entitle the warrant holder to purchase one UGMC common share at
$0.25 per share anytime after six months from issue. The warrants will expire 24
months from issue. Pursuant to the proposed financing terms of the private
placement, UGMC will be obligated to seek a listing of its shares on the Toronto
Stock Exchange.
The
securities offered in the private placement will not be and have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements.
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:
|
/s/ Craig Niven | |
| Name: Craig Niven | |||
| Title: Interim Chief Financial Officer and Assistant Secretary | |||
Dated: December
6, 2010