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) February 16,
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
1.02 Termination of a Material
Definitive Agreement.
As
previously disclosed on December 6, 2010 and January 6, 2011, Universal Gold Mining
Corp., a Nevada corporation (“UGMC”), entered into an Option Agreement,
effective as of November 30, 2010 and amended as of December 31, 2010, with
N.C.G.A. Project Acquisition Corp., (“NCGA”), a Cayman Islands corporation
controlled by certain minority shareholders of UGMC, whereby UGMC would, at its
option (the “Option”), be entitled to acquire, and to require NCGA to transfer
to UGMC, all of the issued shares in RNC (Hemco) Limited, and all minority
interests in certain subsidiaries of RNC (Hemco) Limited not owned by RNC
(Hemco) Limited (collectively, the “Hemco Assets”). The Hemco Assets
were to be acquired by NCGA pursuant to the terms and conditions of a Share
Purchase Agreement, dated as of November 30, 2010 and amended as of December 31,
2010 (the “Share Purchase Agreement”), among NCGA, TWL Investments Ltd. (“TWL”),
Thomas William Lough, James Randall Martin (“Martin”) and Sergio Rios Molina
(together with TWL and Martin, “Sellers”). The Share Purchase
Agreement provided, among other things, that either of NCGA or Sellers may
terminate such agreement upon any of the events of termination set forth in
Section 8.1(a) thereof. The Share Purchase Agreement and the transactions
contemplated thereunder were terminated pursuant to such Section 8.1(a) because
the closing did not occur on or before February 15, 2011 and accordingly, UGMC
determined not to exercise the Option.
Item
8.01 Other
Events.
UGMC has determined not to proceed with
a private placement of its securities to obtain proceeds that would have been
used to acquire the Hemco Assets.
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: February
17, 2011