Washington, D.C. 20549


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)

(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.


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.
/s/ Craig Niven  
    Name: Craig Niven  
    Title:   Interim Chief Financial Officer and Assistant Secretary
Dated: February ­­­­17, 2011