Attached files
| file | filename |
|---|---|
| 8-K - UNIVERSAL GOLD MINING CORP. | v204694_8k.htm |
| EX-2.2 - UNIVERSAL GOLD MINING CORP. | v204694_ex2-2.htm |
Exhibit 2.1
OPTION
AGREEMENT
OPTION
AGREEMENT, effective as of November 30, 2010 (this “Agreement”), between N.C.G.A.
Project Acquisition Corp., a corporation incorporated and existing under the
laws of the Cayman Islands (the “Acquisition Corp.”), and
Universal Gold Mining Corp., a company incorporated and existing under the laws
of Nevada (the “Universal
Gold”).
WHEREAS,
Acquisition Corp. has entered into a Share Purchase Agreement dated as of
November 30, 2010, a copy of which is attached hereto as Exhibit A (the “SPA”), to acquire, among other
things, all of the issued common shares of RNC (Management) Limited (“Management”), which owns all
of the issued common shares of RNC (Hemco) Limited (“Hemco”); and
WHEREAS,
Acquisition Corp. desires to grant to Universal Gold, and Universal Gold agrees
to obtain from Acquisition Corp., the option to acquire certain assets of
Acquisition Corp. following Acquisition Corp.’s acquisition of Management as
contemplated in the SPA.
NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Section
1. Grant of Option.
Universal Gold shall, at its option, be entitled so long as this Agreement is in
effect, to acquire, and to require Acquisition Corp. (or cause Management or any
of its other subsidiaries) to transfer to Universal Gold or its designee,
following the Closing (as defined in the SPA) (i) all of the issued common
shares of Hemco, (ii) all of the issued common shares of Minerales Matuzulen
S.A., and (iii) other than such assets that Acquisition Corp. is otherwise
obligated under the terms of the SPA to transfer to Sellers or their Affiliates
(as such terms as defined in the SPA), any other assets of Management or its
subsidiaries as Universal Gold may determine (collectively, the “Hemco
Assets”). Universal Gold may exercise its option set forth in
this Section 1 by delivery of written notice to Acquisition Corp. delivered
prior to the date of closing under the SPA (the “SPA Closing
Date”).
Section
2. Universal Gold’s Payment and
Other Obligations. In order to exercise its option set forth
in Section 1 above and in consideration for the delivery of the Hemco assets,
Universal Gold shall, on or prior to the SPA Closing Date, (i) to pay to
Acqusition Corp. or its designee (or to loan or otherwise make available to
Acquisition Corp. until transfer of the Hemco Assets) the Purchase Price Balance
(as defined in the SPA) in immediately available funds, and (ii) issue or
otherwise make available for issuance such shares of its common stock as
contemplated under Sections 2.5(b) and 6.4(d) in the SPA. Acquisition Corp. and
Universal Gold shall close on the acquisition and transfer referred to in
Section 1 as soon as practicable on or after the SPA Closing Date.
Section
3. Further
Assurances. Acquisition Corp. agrees to execute and deliver
such other documents or agreements and to take, or cause to be taken, such other
actions and to do, or cause to be done, all other things, in each case as
necessary or desirable for the implementation of this Agreement and the
consummation of the transactions contemplated hereby, including without
limitation, to assign to Universal Gold any of Acquisition Corp.’s rights and
obligations under the SPA as Universal Gold may request. Acquisition
Corp. hereby agrees that, without the prior written consent thereto of Universal
Gold, so long as this Agreement shall remain in effect, Acquisition Corp. will
not grant the whole or any part of the rights hereby granted to Universal Gold
to anyone other than Universal Gold or its designee.
Section
4. Termination. The
Agreement may be terminated by mutual consent of the parties hereto or if the
SPA terminates in accordance with its terms, by Universal Gold.
Section
5. Miscellaneous. This
Agreement shall be governed by and construed under the laws of the State of New
York without regard
to conflicts of laws principles. Headings used herein are for convenience only
and shall not in any way affect the construction of, or be taken into
consideration in interpreting, this Agreement. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction. No amendment, modification, waiver, termination or
discharge of any provision of this Agreement shall in any event be effective
unless the same shall be in writing and signed by the parties hereto. This
Agreement and any amendment, waiver or consent hereto may be executed by the
parties hereto in separate counterparts (or upon separate signature pages bound
together into one or more counterparts), each of which, when so executed and
delivered, shall be an original, but all such counterparts shall together
constitute one and the same instrument. This Agreement shall be
binding upon, inure to the benefit of and be enforceable by the parties hereto
and their respective successors and permitted assigns; provided, that
Acquisition Corp. may not assign any of its rights or obligations hereunder
without the prior written consent of Universal Gold.
[Signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective duly authorized officers.
| N.C.G.A. PROJECT ACQUISITION CORP. | |||||
| By: Gottbetter & Partners, LLP, in Trust, as Sole Shareholder | |||||
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By:
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/s/
Adam S. Gotbetter
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Name:
Adam S. Gotbetter
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Title: Partner
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| UNIVERSAL GOLD MINING CORP. | |||||
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By:
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/s/
Craig Niven
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Name: Craig
Niven
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Title:
Director
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EXHIBIT
A
Share
Purchase Agreement