Attached files
| file | filename |
|---|---|
| EX-2.2 - UNIVERSAL GOLD MINING CORP. | v207471_ex2-2.htm |
| EX-2.1 - UNIVERSAL GOLD MINING CORP. | v207471_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) December 31,
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:
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o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement.
Universal
Gold Mining Corp., a Nevada corporation (“UGMC”), executed Amendment No. 1,
dated as of December 31, 2010 (the “Option Agreement Amendment”), to the Option
Agreement, effective as of November 30, 2010, with N.C.G.A. Project Acquisition
Corp., a Cayman Islands corporation (“NCGA”). The Option Agreement
Amendment includes, among other things, UGMC’s consent to NCGA’s entry into
Amendment No. 1, dated as of December 31, 2010 (the “Share Purchase Agreement
Amendment”), to the Share Purchase Agreement dated as of November 30, 2010,
among NCGA, TWL Investments Ltd., James Randall Martin, Sergio Rios Molina
(collectively, the “Sellers”) and Thomas William Lough. Copies of the
Option Agreement Amendment and the Share Purchase Agreement Amendment are
attached hereto as Exhibits 2.1 and 2.2, respectively.
The Share
Purchase Agreement Amendment, among other things (a) extends from December 31,
2010 to February 15, 2011, the date by which the parties to the Share Purchase
Agreement may terminate such agreement if the closing of such agreement does not
occur on or before such date, (b) inserts as a closing condition of the Share
Purchase Agreement that James Randall Martin be appointed as a director and a
Non-executive Chairman with effect from (and subject to) the date of the closing
of the Share Purchase Agreement, as amended, (c) includes an agreement to pay an
additional $125,000 upon the execution of the Share Purchase Agreement Amendment
and an additional $125,000 upon the closing of the Share Purchase Agreement, as
amended, and (d) inserts as a covenant to the Share Purchase Agreement that
concurrently with the closing of the Share Purchase Agreement, as amended, NCGA
shall cause HemcoNic (as defined in the Share Purchase Agreement) to grant to
the Sellers a right to receive a deferred consideration payment equal to $1.00
for each ounce of gold established in any category of resource (other than an
inferred resource) or reserve in the HemcoNic Non-Mine Concession (as defined in
the Share Purchase Agreement Amendment) measured in compliance with a National
Instrument 43-101 of the Canadian Securities Administrators resource report, up
to a maximum of $5,000,000.
The
foregoing is a summary of the terms of the Option Agreement Amendment and the
Share Purchase Agreement Amendment and does not purport to include all of the
terms of such agreements. The summary of each of the Option Agreement Amendment
and the Share Purchase Agreement Amendment is subject to, and qualified in its
entirety by, the full text of the Option Agreement Amendment attached hereto as
Exhibit 2.1 and the Share Purchase Agreement Amendment attached hereto as
Exhibit 2.2, both of which are incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
|
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2.1
|
Amendment
No. 1 to the Option Agreement, dated as of December 31, 2010, between
N.C.G.A. Project Acquisition Corp. and Universal Gold Mining
Corp.
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2.2
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Amendment
No. 1 to the Share Purchase Agreement, dated as of December 31, 2010,
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.
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By:
|
/s/ Craig Niven | |
| Name: Craig Niven | |||
| Title: Interim Chief Financial Officer and Assistant Secretary | |||
Dated: January
6, 2011