Attached files
| file | filename |
|---|---|
| EX-10.1 - UNIVERSAL GOLD MINING CORP. | v209390_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) January 24,
2011
____________________
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.
On
January 24, 2011, Universal Gold Mining Corp., a Nevada corporation (“UGMC”),
entered into indemnification agreements with each of its directors and executive
officers, namely David Cather, Andrew Neale, Craig Niven and Bruce Stewart. The
indemnity provided is in addition to that provided by the Nevada Revised
Statutes or any successor statutes and is limited in certain circumstances
including if the indemnitee has committed actual or material fraud in his or her
request for indemnification. The description of our indemnification
agreements set forth under this Item 1.01 is qualified in its entirety by
reference to the complete terms and conditions of the Form of Indemnification
Agreement filed as Exhibit 10.1 hereto.
Item
5.07 Submission
of Matters to a Vote of Security Holders.
On
January 26, 2011, UGMC held a special meeting of its stockholders for the
purpose of approving amendments to UGMC’s Amended and Restated Articles of
Incorporation, as amended, to (1) effect a reverse stock split in a ratio
ranging from one-for-five to one-for-fifty of all UGMC’s issued and outstanding
shares of common stock and to effect a reduction in the number of authorized
shares of common stock in an amount ranging from 30% to 75% of the current
authorized number (which is 1,500,000,000), in both cases in a ratio and amount
to be determined by UGMC’s Board of Directors if it determines to proceed with
such reverse stock split and (2) include provisions that are primarily
protective to UGMC’s stockholders. The following summarizes the final
voting results for both proposals:
|
Votes For
|
%
of Total Shares
Outstanding
&
Voted For
|
Votes Against
|
Votes Abstained
|
Broker Non-Votes
|
|
53,217,517
|
57.2%
|
--
|
--
|
--
|
Item
7.01 Regulation
FD Disclosure.
The
information in this Current Report on Form 8-K and the Exhibit referenced
herein, related to Item 7.01, are being furnished to the U.S. Securities and
Exchange Commission pursuant to Item 7.01 of Form 8-K and are not deemed to be
“filed” with the U.S. Securities and Exchange Commission for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities of Section 18.
UGMC
intends to effectuate a reverse stock split in a ratio of one-for-ten of all of
UGMC’s issued and outstanding shares of common stock, subject to UGMC’s Board of
Directors’ determination to proceed with such reverse stock split.
For more
information regarding the amendments to UGMC’s Amended and Restated Articles of
Incorporation, as amended, that were approved at the January 26, 2011 special
meeting of UGMC’s stockholders, see Exhibit 99.1 to the Form 8-K furnished to
the U.S. Securities and Exchange Commission on January 18, 2011.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
|
|
10.1
|
Form
of Indemnification Agreement.
|
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: January
28, 2011