10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: September 30, 2010

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________ to _________

Commission File Number: 000-50994

ARDENT MINES LIMITED

(Exact Name of Registrant as Specified in its Charter)

Nevada	88-0471870
(State or Other Jurisdiction of	(IRS Employer Identification
Incorporation or Organization)	Number)

100 Wall Street, 21st Floor

New York, New York 10005

(Address of principal executive offices)

(561) 989-3200

(Registrant's telephone number, including area code)

N/A

(Former Name, Former Address and Former Fiscal Year,

If Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	¨	Accelerated Filer	¨
Accelerated Filer	¨	Smaller Reporting Company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: The Issuer had 14,957,650 shares of Common Stock, par value $0.00001, outstanding as of November 10, 2010. 

ARDENT MINES LIMITED

FORM 10-Q

September 30, 2010

Table of Contents

PART I— FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition	4
Item 3	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Control and Procedures	8
PART II— OTHER INFORMATION
Item 1	Legal Proceedings	9
Item 1A	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Submission of Matters to a Vote of Security Holders	9
Item 5.	Other Information	9
Item 6.	Exhibits and Reports on Form 8-K	10
	SIGNATURE	11

2

PART I – FINANCIAL INFORMATION

Item 1.                      Financial Statements.

Ardent Mines Limited

(An Exploration Stage Company)

September 30, 2010

FINANCIAL STATEMENTS
Balance Sheets (unaudited)	F-1
Statements of Expenses (unaudited)	F-2
Statements of Cash Flows(unaudited)	F-3
NOTES TO (Unaudited)  FINANCIAL STATEMENTS	F-4

3

ARDENT MINES LIMITED

(An Exploration Stage Company)

BALANCE SHEETS

(Unaudited)

	September 30,			June 30,
	2010			2010
ASSETS
Current Assets
Cash	$	9,880		$	4,736
TOTAL ASSETS	$	9,880		$	4,736
LIABILITIES AND STOCKHOLDERS’DEFICIT
Current Liabilities
Accounts payable		6,060			6,060
Loan Payable		100,000			-
Related party advances		-			38,490
Salary pabable related party		10,000
Advances		43,554			-
TOTAL LIABILITIES	$	159,614		$	44,550
Stockholders’ Deficit
Preferred Stock, $0.00001 par value, 100,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common Stock, $0.00001 par value, 100,000,000 shares authorized, 14,307,650 shares issued and outstanding		150			149
Additional paid in capital		551,517			467,018
Deficit accumulated during the exploration stage		(701,401	)		(506,981	)
Total Stockholders’ Deficit		(149,734	)		(39,814	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	9,880		$	4,736

The accompanying notes are an integral part of these interim unaudited financial statements.

F-1

ARDENT MINES LIMITED

(An Exploration Stage Company)

STATEMENTS OF EXPENSES

(Unaudited)

	Three Month Ended September 30,  2010			Three Month Ended September 30, 2009			Inception (July 27, 2000) Through September 30, 2010
Operating Expenses
Executive compensation	$	119,500		$	-		$	119,500
Consulting expense		5,000			4,385			319,246
Filing and incorporation fees		204			-			3,667
General & administrative		360			35			38,424
Legal & accounting		38,507			5,000			202,012
Geologist		10,000			-			10,000
Mining exploration		-			-			14,588
Travel		20,849			269			30,388
Total Operating Expenses		194,420			9,689			737,825
Interest expense		-			-			1,290
OTHER INCOME
Debt Forgiveness		-			-			(37,714	)
Total Other Income		-			-			37,714
NET LOSS	$	(194,420	)	$	(9,689	)	$	(701,401	)
NET LOSS PER  COMMON SHARE- BASIC AND DILUTED	$	(0.00	)	$	(0.00	)		N/A
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING-BASIC AND DILUTED		14,957,650			14,257,650			N/A

The accompanying notes are an integral part of these interim unaudited financial statements.

F-2

ARDENT MINES LIMITED

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(unaudited)

							Inception
							(July 27, 2000)
	Three Months Ended						Through
	September 30,			September 30,			September 30,
	2010			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(194,420	)	$	(9,689	)	$	(701,401	)
Adjustments to reconcile net loss to cash used in operating activities:
Imputed interest on related party payable		-			-			1,290
Stock issued for services		84,500			-			358,500
Change in:
Accounts payable & accrued liabilities		-			4,385			(10,069	)
Salaries payable-related party		10,000						10,000
NET CASH USED IN OPERATING ACTIVITIES		(99,920	)		(5,304	)		(340,680	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock		-			-			190,877
Advances		5,064			-			5,064
Loan payable		100,000			-			100,000
Advances from related party		-			5,490			54,619
NET CASH PROVIDED BY FINANCING ACTIVITIES		105,064			5,490			610,720
NET CHANGE IN CASH		5,144			186			350,561
CASH AT BEGINNING OF PERIOD		4,736			494			-
CASH AT END OF PERIOD	$	9,880		$	680		$	9,880
Supplemental Disclosures
Interest Paid	$	-		$	-		$	-
Income tax  Paid	$	-		$	-		$	-

The accompanying notes are an integral part of these interim unaudited financial statements.

F-3

ARDENT MINES LIMITED

(An Exploration Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Ardent Mines Limited, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Ardent Mine's Annual Report filed with the SEC on Form 10−K for the fiscal year ended June 30, 2010. In the opinion of management, all adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for the fiscal year ended June 30, 2010 as reported in the Form 10−K have been omitted.

NOTE 2 - GOING CONCERN

From July 27, 2000 (date of inception) to September 30, 2010, Ardent Mines Limited has incurred an accumulated deficit and has a working capital deficit at September 30, 2010. The ability of Ardent Mines to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or attain profitable mining operations. Management has plans to seek additional capital through a private placement and public offering of its common stock. There is no guarantee that Ardent Mines will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Ardent Mines’ ability to continue as a going concern.

NOTE 3 - LOANS

On August 31, 2010, we borrowed $100,000 from CRG Finance AG at a rate of 7.5% per annum. The loan, plus any interest accumulated, is due upon demand after one year.

NOTE 4 - ADVANCES

As of September 30, 2010, Ardent Mines owes Urmas Turu, former president, $43,554 that was used for payment of expenses on behalf of the Company.  The amount has no terms of repayment, is unsecured, and bears no interest.

NOTE 5- RELATED PARTY TRANSACTIONS

Pursuant to the Employment Agreement, on September 27, 2010 Mr. Riera was granted fifty thousand (50,000) restricted shares of the Company’s common stock (the “Shares”).  In consideration for services rendered to the Company, Mr. Riera shall be paid a base salary of Twenty Thousand U.S. Dollars ($20,000) per month (“Base Salary”).  Base Salary shall be paid retroactive to August 15, 2010. As of September 30, 2010 $10,000 was accrued for.

NOTE 6 – SUBSEQUENT EVENTS

On October 19, 2010, the Company entered into a Convertible Promissory Note with CRG Finance AG, which is contingent upon a major acquisition which has not yet occurred.  The Lender has agreed to loan up to $1,000,000 which may be drawn down in tranches at a7.5% interest rate.  After the first anniversary thereof, the loan shall be due thirty (30) days after a demand is made by the Lender.  In lieu of payment in cash, the Lender may request that the Company repay any or all of the principal and/or interest in the form of restricted common stock at a price per share equal to 80% of the average closing price of the Company’s common stock over the 30 days immediately preceding the closing of the major acquisition.

F-4

Item 2.              Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Report”). This Report contains certain forward-looking statements and the Company's future operating results could differ materially from those discussed herein. Certain statements contained in this Report, including, without limitation, statements containing the words “believes”, “anticipates,” “expects” and the like, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as the Company intends to issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, the Company is ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments, except as required by the Exchange Act.

Unless otherwise provided in this Report, references to the “Company,” the “Registrant,” the “Issuer,” “we,” “us,” and “our” refer to Ardent Mines Limited.

Introduction

We were incorporated in Nevada on July 27, 2000. We are presently engaged in the acquisition of mining properties.  The Company’s address is 100 Wall Street, 21st Floor, New York, NY 10005. The Company’s telephone number is (561) 989-3200.

In August 2000, we acquired the right to prospect one mineral property containing eight mining claims located on Copperkettle Creek in British Columbia, Canada.  We have allowed these claims to lapse.  From August 26, 2006 to December 11, 2006, we did not conduct any operations.  During that period, we intended to identify an acquisition or merger candidate with ongoing operations in any field.  However in December 2006 we decided to acquire the right to explore a new property in British Columbia and returned to the business of mineral exploration. On April 30, 2009, the Company decided not to renew certain claims due to a lack of capital. To date we have not performed any work on developing claims in Canada, and we no longer plan to pursue such development.  The Company determined to pursue other mining development opportunities.

During the period covered by this Report, the Company has expanded its Board of Directors, appointed new officers, and entered into a Letter of Intent for the acquisition of a Brazilian mining company.  The Company is continuing to negotiate, and perform due diligence related to the acquisition of the Brazilian company, and is exploring other potential acquisitions.

The Company’s Current Business Operations

Change of Officers and Directors  

On August 25, 2010, Mr. Urmas Turu resigned as the President of the Company.  He shall remain a member of the Company’s Board of Directors and as the Company’s Secretary and Treasurer until qualified replacements are appointed.  On August 25, 2010, Mr. Leonardo Alberto Riera was appointed as a member of the Company’s Board of Directors and as the President of the Company.  On September 2, 2010, Mr. Luis Feliu was appointed as the Chief Financial Officer of the Company.  Mr. Riera and Mr. Feliu will both devote the majority of their time to the Company’s operations.

4

On September 1, 2010, we executed a consulting agreement o pay Executive Consulting Services Group (ECS) $1,000 per month on a month-by-month basis, renewable by mutual agreement. ECS provides administrative support for the day-to-day operations of the Company. Such administrative duties include maintaining compliance with regulatory agencies, maintaining the Corporate Minute Book and acting as the Company’s bookkeeper.

Letter of Intent to Acquire Rio Sao Pedro Mineracao LTDA

On September 25, 2010, the Company entered into a letter of intent (the “Letter of Intent”) with Rio Sao Pedro Mineracao LTDA (“Rio Sao Pedro”), a Brazilian mining company.  Rio Sao Pedro owns a prospective gold mine, the “Fazenda Lavras,” which is near the Morro do Ouro mine of Kinross Gold Corporation in the city of Paracatu, located in the State of Minas Gerais, Brazil.  The Rio Sao Pedro Fazenda Lavras property covers approximately 211 hectares (approximately 521 acres), with gold mining rights and other mineral rights on a total of 828 hectares (approximately 2,046 acres).  Subject to the closing of the transaction, Rio Sao Pedro will become a wholly owned subsidiary of the Company.

Pursuant to the Letter of Intent, the Company will acquire all of the issued and outstanding equity interests in Rio Sao Pedro from its shareholders (the “Sellers”).  In consideration for the acquisition of Rio Sao Pedro, the Company will issue 14,957,650 shares of Company common stock (the “Ardent Shares”).  The Ardent Shares shall represent, as of the date of their issuance to the Sellers, fifty percent (50%) of the issued and outstanding equity shares of the Company.  At the closing of the transaction, the Sellers will be entitled to appoint a representative to the Company’s Board of Directors.

The closing of the transaction is subject to customary closing conditions, including the completion of an independent geology survey, completion of audited financial statements, acquisition of all necessary government approvals to commence gold mining on the property, completion of due diligence satisfactory to the Company in its sole discretion, and execution of detailed final agreements supplementing the terms and conditions of the Letter of Intent, including, without limitation, representations regarding the validity of the assessments of all gold ore reserves, the status of all government licenses and related matters.  The Company will cover and pay for certain of the pre-closing actions and satisfy certain third-party liens on the Fazenda Lavras property.  The Company has agreed to place certain good faith pre-closing funds into escrow.  The parties have also agreed that if the Company’s share price does not reach certain benchmarks within a specified period of time, the Sellers of Rio Pedro Mineracao will have a put right with respect to their shares, pursuant to which they may retake title to their original Rio Sao Pedro Shares.  The parties have agreed to use their best efforts to finalize and sign supplemental detailed agreements as soon as reasonably possible within a target date of ninety days of September 30, 2010.  Rio Sao Pedro and the Sellers have agreed to definitive exclusivity and not to solicit or negotiate any alternative transactions.

5

Corporate Development Services Agreement

On September 27, 2010, the Company entered into a Corporate Development Services Agreement (the “Services Agreement”) with CRG Finance AG (“CRG”).  Pursuant to the Services Agreement, CRG has agreed to render to the Company consulting and other advisory services (collectively, the “Advisory Services”) in relation to developing strategic plans for inception of operations, corporate management, the operations of the Company, strategic planning, domestic and international marketing and sales, financial advice, advisory and consulting services, recommendations of candidates for senior management positions of the Company, prospective strategic alliance partners, preparing acquisition growth plans, identifying prospective merger and acquisition candidates, developing value propositions for the Company, analyzing financial implications of potential transactions, advising on negotiations regarding terms and conditions of transactions, outlining and managing due diligence issues and due diligence processes, introductions to prospective customers, selection of investment bankers or other financial advisors or consultants, and advice with respect to the capital structure of the Company, equity participation plans, employee benefit plans and other incentive arrangements for certain key executives of the Company.  CRG shall also render investment banking and finance consulting services to the Company (collectively, the “Investment Banking Services”).  The scope of CRG Investment Banking Services shall include such services rendered only outside of the United States and only to non-U.S. persons. The Company will pay to CRG the following amounts for the Advisory Services: (i) an inception fee of US$100,000.00 (one hundred thousand U.S. dollars) and (ii) a monthly services fee of US$25,000.00 (twenty five thousand U.S. dollars) per month, payable each month for the period commencing as of September 1, 2010.  CRG shall be paid $10,000 per month of the Advisory Services Fee beginning September 1, 2010, with the balance of $15,000 per month of the Advisory Services Fees together with the Inception Payment accruing until completion of the first Company financing following the date of this Agreement when such accruals shall be fully due and payable.  In consideration of any and all Investment Banking Services provided to the Company, CRG shall receive in cash ten percent (10%) of the total value of each such transaction, payable at the closing of each such transaction. The Services Agreement also contains provisions for the reimbursement of reasonable expenses incurred by CRG, and for indemnification of CRG and its affiliates from claims related to the services provided under the Services Agreement.  The term of the Services Agreement shall be three years, and may be terminated at any time for any reason by CRG upon not less than thirty (30) days’ advance written notice.

Employment Agreement with Leonardo Riera

Effective as of September 27, 2010, the Company has entered into an Employment Agreement with Leonardo Riera regarding his service as President and Chief Executive Officer of the Company.  Mr. Riera shall devote approximately 75% to 100% of his professional working time to the Company. The Employment Agreement has an initial two year period subject to renewal. 

In consideration for services rendered to the Company, Mr. Riera shall be paid a base salary of Twenty Thousand U.S. Dollars ($20,000) per month (“Base Salary”).  Base Salary shall be paid retroactive to August 15, 2010.  Ten thousand U.S. Dollars ($10,000) of the Base Salary shall be payable incrementally on a monthly basis and pro-rated for any partial month of employment, less any applicable statutory and regulatory deductions, which shall be payable in accordance with the Company’s regular payroll practices, as the same may be modified from time to time.  The remainder of the Base Salary shall accrue until such time as the Company shall have received capital investments in the amount of ten million U.S. Dollars ($10,000,000), at which time all accrued and unpaid amounts shall be due and payable.

Pursuant to the Employment Agreement, Mr. Riera shall be granted fifty thousand (50,000) restricted shares of the Company’s common stock (the “Shares”).  Until the second anniversary of the date hereof, the Shares may not be sold, transferred, used as security for a loan or otherwise encumbered, except for customary estate planning exceptions.  The Employment Agreement also contains customary provisions regarding protection of Company trade secrets, non-solicitation of Company employees or customers and non-competition with the Company during the term of the Agreement. 

Results of Operations

Revenues

We are an exploration stage corporation and have not generated any revenues from operations.

Expenses

During the three month period ended September 30, 2010, we incurred total expenses of $194,420 which included $38,507 in legal and accounting fees, $119,500 in executive compensation, $20,849 for travel expenses, $10,000 in geologist’s fees; $5,000 in consulting fees, $204 in filing and incorporation fees, and $360 in general and administrative fees. Comparatively, during the same period in 2009, we incurred total expenses of $9,689 which included $4,385 in consulting fees, $5,000 in legal and accounting fees, $269 for travel expenses and $35 in general and administrative fees.  The significant increase in expenditures since the comparable period of last year was caused by the Company’s increased activities.  From the inception of the Company through September 30, 2010, we have incurred total expenses of $737,825 which included $202,012 in legal and accounting fees, $119,500 in executive compensation, $30,388 for travel expenses, $319,246 in consulting fees, $10,000 in geologist’s fees; $3,667 in filing and incorporation fees, and $38,424 in general and administrative fees.

6

Losses

During the three month period ended September 30, 2010 we did not earn any revenues and incurred a net loss of $194,420. During the three month period ended September 30, 2009 we did not earn any revenues and incurred a net loss of $9,689.  From the inception of the Company through September 30, 2010, the Company has incurred total losses of $701,401.

Liquidity and Capital Resources

As of the date of this Report, we have yet to generate any revenues from our business operations. The Company has raised funds through the sale of equity and borrowing.  The Company will need to raise additional capital to commence operations.  The amount of capital required will be determined by the size and nature of the mining projects which the Company may commence in the future.  We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Any equity financing we may pursue will result in additional dilution to existing shareholders.

On July 27, 2007 we completed our private placement.  We raised $82,432 by selling 8,243,200 shares of common stock at a price of $0.01 per share to twelve investors.  The proceeds of the offering have been used to sustain operations through the date of this Report.

On May 11, 2010, we entered into a stock purchase agreement with CRG Finance AG whereby CRG Finance AG purchased 700,000 shares of common stock at $0.01 per share for a total of $7,000.

On August 31, 2010, we signed a promissory note agreeing to borrow $100,000 from CRG Finance AG at a rate of 7.5% per annum, calculated based on a year of 365 days and actual days elapsed. The loan, plus any interest accumulated, is due upon demand after the first anniversary of the agreement date within thirty calendar days upon delivery to the Borrower a written demand by the Lender.

As of September 30, 2010, both our current and total assets were equal to $9,880, consisting entirely of cash.  This represented an increase from our current and total assets as of June 30, 2010, which were both equal to $4,736, and also consisted entirely of cash. As of September 30, 2010, our current and total liabilities were $159,614.  As of such date, we had a shareholder’s deficit of $149,734. As of June 30, 2010, our current and total liabilities were $44,550, and we had a shareholder’s deficit of $39,814.

Recent accounting pronouncements

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from the adoption of these standards is not expected to be material.

Off Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

7

Subsequent Events

Convertible Promissory Note with CRG Finance AG

On October 19, 2010, the Company entered into a Convertible Promissory Note with CRG Finance AG (the “Lender”).  The Lender has agreed to loan the Company an aggregate of up to One Million U.S. Dollars ($1,000,000) which may be drawn down by the Company in tranches at an interest rate of seven and one half percent (7.5%).  After the first anniversary thereof, the loan shall be due thirty (30) days after a demand is made by the Lender.  In lieu of payment in cash, the Lender may request that the Company repay any or all of the principal and/or interest in the form of restricted common stock of the Company at a price per share equal to eighty percent (80%) of the average closing price of the Company’s common stock over the thirty (30) days immediately preceding the closing of the planned acquisition of, announcing the prospective acquisition of Rio Sao Pedro Mineracao LTDA (“RSPM”) or such other third-party assets or shares of a strategic acquisition company which may be acquired earlier than such RSPM closing.

Appointment of Gabriel Margent to the Board of Directors

Subsequent to the period covered by this Report, Mr. Gabriel Margent has been appointed as a member of the Board of Directors of the Company, and commenced his services as of November 1, 2010.  Mr. Margent will serve on the Audit Committee of the Company’s Board of Directors and serve as the Audit Committee’s financial expert.  The Company’s Board of Directors has determined that Mr. Margent is an independent director.  The Company has adopted the standards for director independence contained in Nasdaq Marketplaces Rule 5605(a)(2).

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this Report, the Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures in ensuring that information required to be disclosed by the Company in its reports is recorded, processed, summarized and reported within the required time periods. Based on their evaluation of the Company’s disclosure controls and procedures as of September 30, 2010, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of that date, the Company’s controls and procedures were effective for the purposes described above.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended September 30, 2010 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

8

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not aware of any litigation pending or threatened by or against the Company.

Item 1A. Risk Factors.

Not Applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not Applicable.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. (Removed and Reserved)

Item 5. Other Information.

Not Applicable.

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Item 6. Exhibits.

(a)   Exhibits

Exhibit No.	Description of Exhibits
Exhibit 10.5	Promissory Note, by and between the Company and CRG Finance AG, dated as of August 31, 2010.
Exhibit 10.6	Letter of Intent to Acquire Rio Sao Pedro Mineracao LTDA, by and between the Company and Rio Sao Pedro Mineracao LTDA, dated as of September 25, 2010.
Exhibit 10.7	Employment Agreement, by and between the Company and Leonardo Riera, dated as of September 27, 2010.
Exhibit 10.8	Convertible Promissory Note, by and between the Company and CRG Finance AG, dated as of October 19, 2010.
Exhibit 31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

10

SIGNATURES

 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 thereunto duly authorized.

	ARDENT MINES LIMITED
	(Registrant)
Dated: November 15, 2010
	By:	/s/ Leonardo Riera
		Name:	Leonardo Riera
		Title:	Principal Executive Officer
Dated: November 15, 2010
	By:	/s/ Luis Feliu
		Name:	Luis Feliu
		Title:	Principal Financial Officer and Chief Accounting Officer

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EX-10.5

ARDENT MINES LIMITED

PROMISSORY NOTE

US$ 100,000.00 August 31, 2010

1.   FOR VALUE RECEIVED, Ardent Mines Limited, a Nevada corporation (the “Borrower”), hereby promises to pay to the order of CRG Finance AG ("Lender"), at such time, place and in such manner as Lender may specify in writing, the principal amount of one hundred thousand US dollars (US$_100,000.00) (the “Principal”) pursuant to the terms and conditions specified herein (this “Note”).  The Borrower shall pay interest on the outstanding principal of this Note at the annual rate of 7.5% per annum, calculated based on a year of 365 days and actual days elapsed (the “Interest”).

2.   The Borrower hereby promises to pay to the order of the Lender the Principal and all Interest due thereon at any time after the first anniversary of the date hereof within thirty calendar (30) days upon delivery to the Borrower of written demand by the Lender (the “Due Date”), at such place and in such manner as Lender may specify in writing.

3.   Any and all fees, costs, expenses and disbursements charged by financial institutions with respect to wire transfer or other transmittal charges incurred in connection with delivery of the Principal from the Lender to the Borrower shall be deemed to have been received by the Borrower from the Lender and all such amounts shall be included in the calculation of Principal hereunder.

4.   This Note shall not be transferable by Borrower and the Borrower may not assign, transfer or sell all or a portion of its rights and interests to and under this Note to any persons and any such purported transfer shall be void ab initio.  The Lender may transfer and assign this Note at its sole discretion.

5.   The failure at any time of the Lender to exercise any of its options or any other rights hereunder shall not constitute a waiver thereof, nor shall it be a bar to the exercise of any of its options or rights at a later date.  All rights and remedies of the Lender shall be cumulative and may be pursued singly, successively or together, at the option of the Lender.  The acceptance by the Lender of any partial payment shall not constitute a waiver of any default or of any of the Lender's rights under this Note.  No waiver of any of its rights hereunder, and no modification or amendment of this Note, shall be deemed to be made by the Lender unless the same shall be in writing, duly signed on behalf of the Lender; and each such waiver shall apply only with respect to the specific instance involved, and shall in no way impair the rights of the Lender in any other respect at any other time.

6.   Any term or condition of this Note may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition.

7.   The Borrower represents and warrants that this Note is the valid and binding obligation of the Borrower, fully enforceable in accordance with its terms.  The execution and delivery by the Borrower of this Note, the performance by the Borrower of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby does not and will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Borrower’s charter instruments; (b) conflict with or result in a violation or breach of any term or provision of any law or order applicable to the Borrower or any of its assets and properties; or (c) (i) conflict with or result in a violation or breach of, or (ii) result in or give to any person any rights or create any additional or increased liability of the Borrower under or create or impose any lien upon, the Borrower or any of its assets and properties under, any contract or permit to which the Borrower is a party or by which its assets and properties are bound.

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Ardent Mines Limited Promissory Note

8.   If any provision of this Note is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Note will not be materially and adversely affected thereby, (i) such provision will be fully severable; (ii) this Note will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; (iii) the remaining provisions of this Note will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from; and (iv) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Note a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

9.   Any notice, authorization, request or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given two days after it is sent by an internationally recognized delivery service to the address of record of the Lender or the Borrower, respectively.  Any party may change its address for such communications by giving notice thereof to the other parties in conformity with this Section.

10.   This Note shall be governed by and construed under the laws of the State of Nevada as applied to agreements entered into and to be performed entirely within such State.  Each party hereby irrevocably consents to the jurisdiction of the courts of any competent jurisdiction over one or more of the parties.  In any such litigation the Borrower waives personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail directed to the registered corporate office of Borrower in the State of its incorporation. The Borrower hereby expressly waives trial by jury in any litigation in any court with respect to, in connection with, or arising out of this Note or the validity, protection, interpretation, collection or enforcement hereof and the Borrower hereby waives the right to interpose any setoff or non-compulsory counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, counterclaim or cross-claim.

11.   A default shall exist on this Note if any of the following occurs and is continuing:  (i) Failure to pay Principal and any accrued Interest on the Note on or before the Due Date; (ii) Failure by the Borrower to perform or observe any other covenant or agreement of the Borrower contained in this Note; (iii) A custodian, receiver, liquidator or trustee of the Borrower, or any other person acting under actual or purported force of law takes ownership, possession or title to Borrower property; (iv) any of the property of the Borrower is sequestered by court order; (v) a petition or other proceeding, voluntary or otherwise is filed by or against the Borrower under any bankruptcy, reorganization, arrangement, insolvency, readjustment of indebtedness, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; or (vi) the Borrower makes an assignment for the benefit of its creditors, or generally fails to pay its obligations as they become due, or consents to the appointment of or taking possession by a custodian, receiver, liquidator or trustee of the Borrower or all or any part of its property.  Upon any such default, the Borrower shall immediately notify the Lender, and upon notice to the Borrower, the Lender may declare the Principal of the Note, plus accrued Interest, to be immediately due and payable, upon which such Principal and accrued Interest shall become due and payable immediately.  Interest upon default shall thereafter accrue at the rate of 15% per annum, calculated based on a year of 365 days and actual days elapsed from the date of such default.

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Ardent Mines Limited Promissory Note

12.   The Borrower, any endorser, or guarantor hereof or in the future (individually an "Obligor" and collectively "Obligors") and each of them jointly and severally:  (a) waive presentment, demand, protest, notice of demand, notice of intent to accelerate, notice of acceleration of maturity, notice of protest, notice of nonpayment, notice of dishonor, and any other notice required to be given under the law to any Obligor in connection with the delivery, acceptance, performance, default or enforcement of this Note, any endorsement or guaranty of this Note, any pledge, security, guaranty or other documents executed in connection with this Note; (b) consent to all delays, extensions, renewals or other modifications of this Note, or waivers of any term hereof or thereof, or release or discharge by the Lender of any of Obligors, or release, substitution or exchange of any security for the payment hereof, or the failure to act on the part of the Lender or any indulgence shown by the Lender (without notice to or further assent from any of Obligors), and agree that no such action, failure to act or failure to exercise any right or remedy by the Lender shall in any way affect or impair the Obligations (as hereinafter defined) of any Obligors or be construed as a waiver by the Lender of, or otherwise affect, any of the Lender's rights under this Note, under any endorsement or guaranty of this Note; (c) if the Borrower fails to fulfill its obligations hereunder when due, agrees to pay, on demand, all costs and expenses of enforcement of collection of this Note or of any endorsement or guaranty hereof and/or the enforcement of the Lender's rights with respect to, or the administration, supervision, preservation, protection of, or realization upon, any property securing payment hereof, including, without limitation, all attorney's fees, costs, expenses and disbursements, including, without further limitation, any and all fees related to any legal proceeding, suit, mediation arbitration, out of court payment agreement, trial, appeal, bankruptcy proceedings or any other actions of any nature whatsoever required on the part of Lender or Lender’s representatives to enforce this Note and the rights hereunder; and (d) waive the right to interpose any defense, set-off or counterclaim of any nature or description.

13.   The Borrower will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Borrower, but will at all times in good faith assist in the carrying out of all the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Lender of this Note against impairment.  This Note shall be enforceable against all successors and assigns of Borrower.  Borrower hereby covenants that all of its subsidiaries and affiliates shall jointly and severally perform this Note to the same and full extent on behalf of Borrower if Borrower is unable to perform.

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Ardent Mines Limited Promissory Note

14.   This Note supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and thereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

15.   If the Lender loses this Note, the Borrower shall issue an identical replacement note to the Lender upon the Lender's delivery to the Borrower of a customary agreement to indemnify the Borrower reasonably satisfactory to the Borrower for any losses resulting from issuance of the replacement note.

16.   The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Note, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Note, except as expressly provided in this Note.

IN WITNESS WHEREOF, the Borrower has caused this Note to be dated, executed and issued on its behalf, by its duly appointed and authorized officer, as of the date first above written.

ARDENT MINES LIMITED
By:	/s/ Leonardo Riera
	Name: Leonardo Riera
	Title:   President

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EX-10.6

Ardent Mines Limited

Confidential Letter of Intent	Carta de Intenções Confidencial
Rio Sao Pedro Mineracao LTDA	Rio Sao Pedro Mineracao LTDA
Gentlemen:	Prezados Senhores:
The purpose of this letter of intent (this “Letter of Intent”), dated as of the date set forth on the signature page hereto, is to summarize our recent discussions and formalize a confidential letter of intent by and between Ardent Mines Limited (“Ardent”), Rio São Pedro Mineração LTDA (“Rio Sao Pedro”) and the undersigned owners of Rio Sao Pedro (collectively, the “Seller”).	A presente carta de intenções (esta “Carta de Intenções”), celebrada na data indicada na página de assinaturas do presente documento, tem por finalidade resumir nossas discussões recentes e formalizar uma carta de intenções confidencial entre Ardent Mines Limited (“Ardent”), Rio São Pedro Mineração LTDA (“Rio Sao Pedro”) e os sócios-quotistas da Rio Sao Pedro que assinam o presente instrumento (conjuntamente denominados “Vendedora”).
1Terms of the Transaction.	1Condições da Operação.

1.1	The Share Exchange.Ardent shall at Closing (as defined below) acquire 100% of all issued and outstanding equity interests in Rio San Pedro (the “Rio San Pedro Shares”), which are held entirely by the undersigned shareholder, in exchange for the issuance and delivery to the Seller of Fourteen Million Nine Hundred Fifty Seven Thousand Six Hundred Fifty (14,957,650) shares of common stock of Ardent (the “Ardent Shares”) representing as of the date of issuance fifty percent (50%) of the issued and outstanding equity shares of Ardent.  Pursuant to the exchange, Rio Sao Pedro will become a wholly owned subsidiary of Ardent.	1.1	A Permuta de Ações.No Fechamento (conforme definido abaixo), a Ardent adquirirá 100% das quotas emitidas e em circulação da Rio San Pedro (as “Quotas Rio San Pedro”), as quais são integralmente detidas pelo sócio-quotista infra-assinado, em troca da emissão e entrega, à Vendedora, de 14.957.650 (quatorze milhões novecentos e cinqüenta e sete mil seiscentas e cinqüenta ações ordinárias da Ardent (as “Ações Ardent”), as quais representam, na data de sua emissão, 50% (cinqüenta por cento) das ações emitidas e em circulação da Ardent. Nos termos da permuta, a Rio Sao Pedro irá se tornar uma subsidiária integral da Ardent.
1.2	The Ownership Interests.  The Rio San Pedro Shares will at the Closing represent one hundred percent (100%) of all issued and outstanding equity interests of Rio Sao Pedro.  There shall at Closing be no options, warrants, convertible instruments or any other equity interests, contingent or otherwise, of any nature or kind in Rio Sao Pedro other than the Rio San Pedro Shares.  After giving effect to the reservation for issuance by Ardent of the Financing Shares (as defined below), the Ardent Shares issued and delivered to the Seller at Closing will represent approximately thirty percent (30%) of all issued and outstanding shares of Ardent.	1.2	As Participações no Capital. As Quotas Rio San Pedro representarão, no Fechamento, 100% (cem por cento) de todas as quotas emitidas e em circulação da Rio Sao Pedro. Não haverá, no Fechamento, opções, bônus de subscrição, instrumentos conversíveis em quotas do capital ou qualquer outro direito de participação de qualquer natureza na Rio Sao Pedro, condicional ou não, que não as Quotas Rio San Pedro. Após a efetivação da reserva para emissão das Ações do Financiamento (conforme definido abaixo) pela Ardent, as Ações Ardent emitidas e entregues à Vendedora no Fechamento representarão aproximadamente 30% (trinta por cento) de todas as ações emitidas e em circulação da Ardent.

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

1.3	Financing.  Following the Closing, Ardent shall undertake, on a best efforts basis, to raise approximately One Hundred Million U.S. Dollars (USD$100,000,000) in a private placement of new Ardent common stock at a placement price of approximately USD$5 per share (the “Financing Shares”).  Giving effect to the placement in full of the Financing Shares, the Financing Shares will represent approximately thirty percent (approximately 30%) of the issued and outstanding shares of Ardent.	1.3	Financiamento. Após o Fechamento, a Ardent envidará seus melhores esforços para captar aproximadamente US$ 100.000.000 (cem milhões de dólares norte-americanos) em uma colocação privada de novas ações ordinárias da Ardent a um preço de colocação de aproximadamente US$5 por ação (as “Ações do Financiamento”). Mediante a colocação integral das Ações do Financiamento, as Ações do Financiamento representarão aproximadamente 30% (aproximadamente trinta por cento) das ações emitidas e em circulação da Ardent.
1.4	Call Option.  In the event that Ardent fails to obtain a minimum share value of $5.00 per share as of Closing the Seller shall, for a period of thirty (30) calendar days thereafter, have the right to re-purchase the Rio San Pedro Shares from Ardent for a purchase price consisting of 100% of the Ardent Shares received by the Seller.	1.4	Opção de Compra. Caso a Ardent não obtenha um valor mínimo de US$ 5,00 por ação no Fechamento, a Vendedora poderá, durante o período de 30 (trinta) dias corridos subseqüente, recomprar as Quotas Rio San Pedro da Ardent por um preço de compra consistente em 100% das Ações Ardent recebidas pela Vendedora.
1.5	Pro-Forma Share Capitalization.  Giving effect to the issuance of the Ardent Shares, and the reservation for placement in full of the Financing Shares, the following sets forth a summary of the Pro-Forma Share Capitalization of the projected estimated share value of the Seller’s Ardent Shares:	1.5	Capitalização de Ações Pro-Forma. Após a emissão das Ações Ardent e a reserva para colocação integral das Ações do Financiamento, a tabela a seguir contém um resumo da Capitalização de Ações Pro-Forma do valor estimado planejado das Ações Ardent da Vendedora:

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

Seller’s Ardent Shares / Ações Ardent da Vendedora	Projected Share Capitalization At Preliminary Ore Reserves Determination ($5.00 per share) / Capitalização de Ações Planejada Nas Reservas de Minério Preliminares Determinação (US$ 5,00 por ação)	Projected Share Capitalization At Confirmed Ore Reserves Determination ($15 per share) / Capitalização de Ações Planejada Nas Reservas de Minério Confirmadas Determinação (US$ 15 por ação)	Projected Share Capitalization At Start of Mining Operations ($40 per share) / Capitalização de Ações Planejada No Início das Operações de Mineração Determinação ($40 por ação)	Projected Share Capitalization At Mature Operations ($80 per share) / Capitalização de Ações Planejada Com Operações já Desenvolvidas ($80 por ação)
14,957,650	$ 75,000,000	$224,364,750	$598,306,000	$1,196,612,000

 1.6  Registration and Stock Exchange Listing.  The Financing Shares shall be registered by Ardent with the SEC (or authorized for trading without registration if an exemption from registration is available) to facilitate trading for the holders of the Financing Shares.  Following the Closing, Ardent shall apply for listing of the Ardent common stock on the New York Stock Exchange, Nasdaq Global Stock Market or another high quality Exchange.  Ardent may also apply for trading of its shares on other global and regional stock markets.  1.6 Registro e Negociação de Ações em Bolsa de Valores. As Ações do Financiamento serão registradas pela Ardent perante a Comissão de Valores Mobiliários dos Estados Unidos da América, ou SEC (ou sua negociação sem registro será autorizada, caso haja uma isenção de registro) para facilitar sua negociação pelos detentores das Ações do Financiamento. Após o Fechamento, a Ardent requererá a admissão das ações ordinárias da Ardent para negociação na Bolsa de Valores de Nova York, Nasdaq ou em outra Bolsa de Valores de alta qualidade. A Ardent também requererá a admissão de suas ações à negociação em outras bolsas de valores globais e regionais.

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

1.7	Management.  The current directors of Ardent shall remain as directors of the Company at and after the Closing.  The Seller or a representative of the Seller may become a Director of Ardent at Closing. A representative of the Seller shall also be appointed to the Board of Directors to Rio Sao Pedro. The parties will enter into customary shareholder and voting agreements with respect to the composition of the Ardent Board as of the Closing and subsequent to the Closing date.  The Ardent Board has appointed a new Chief Executive Officer, and a Chief Financial Officer with experience in  U.S. public companies to assure compliance with all U.S. Securities and Exchange Commission (the “SEC”) public company reporting requirements and audit requirements under US GAAP.  All matters pertaining to composition of the Rio Sao Pedro board and all appointments of officers and all management determinations with respect to Rio Sao Pedro shall be subject to policy determinations of the Board of Ardent.	1.7	Administração. Os atuais conselheiros da Ardent permanecerão como conselheiros da Sociedade a partir do Fechamento, inclusive. A Vendedora ou uma representante da Vendedora poderá se tornar um Conselheiro da Ardent no Fechamento. Um representante da Vendedora também será nomeado para atuar no Conselho de Administração da Rio Sao Pedro. As partes celebrarão os acordos de acionistas e de voto de praxe com relação à composição do Conselho da Ardent no Fechamento e no período subseqüente à data de Fechamento. O Conselho da Ardent nomeou um novo Diretor-Presidente e um Diretor Financeiro com experiência em sociedades norte-americanas de capital aberto para garantir o cumprimento de todas as exigências de informações sobre sociedades de capital aberto e exigências de auditoria da Comissão de Valores Mobiliários dos Estados Unidos da América (a “SEC”) em conformidade com os princípios contábeis geralmente aceitos nos Estados Unidos, ou US GAAP. Todos os assuntos relativos à composição do conselho da Rio Sao Pedro e todas as nomeações de diretores e determinações da administração com relação à Rio Sao Pedro observarão as determinações da política do Conselho da Ardent.
1.8	Acquired Properties and Mineral Rights. At the Closing, Rio Sao Pedro and all of its real property and mineral rights, including but not limited to the “Fazenda Lavras,” real property covering an area of approximately 211 hectares with mineral rights on a total of 828 hectares, including the 211 hectares owned by Rio Sao Pedro, which shall be free and clear of all indebtedness, liabilities, liens, encumbrances, convertible rights, derivative rights, pre-emptive rights and any and all other rights, contingent or otherwise of any other persons, other than liabilities which shall be disclosed in writing by Rio Sao Pedro and approved by Ardent prior to Closing.  Any and all material liabilities of Ardent following the Closing shall be subject to review and approval by the Board of Ardent.  The Parties acknowledge the existence of a disclosed lien which limits and impairs the transfer of the Rio San Pedro Shares and the underlying mineral rights thereto (the “Lien”). The Parties acknowledge that the disclosed amount to release such Lien is Reais 466,000 (to be updated as of the closing date) as per documents delivered by the Sellers to the Purchaser. The funds to be placed into Escrow per Section 1.9 below shall be paid by the Escrow Agent into the Closing Escrow (as such term is defined below) and to release such Lien at or prior to the Closing.	1.8	Propriedades Adquiridas e Direitos Minerários. No Fechamento, a Rio Sao Pedro e todos os seus bens imóveis e direitos minerários, incluindo, entre outros, a “Fazenda Lavras”, um imóvel com área de aproximadamente 211 hectares com direitos minerários em um total de 828 hectares, incluindo os 211 hectares detidos pela Rio Sao Pedro, estarão livres e desembaraçados de qualquer endividamento, passivo, ônus, encargo, direito de conversão, direito derivado, direito de preferência e qualquer outro direito, condicional ou não, de quaisquer outras pessoas, que não os passivos que serão divulgados   por escrito pela Rio Sao Pedro e aprovados pela Ardent antes do Fechamento. Todos e quaisquer passivos relevantes da Ardent após o Fechamento estarão sujeitos à análise e aprovação pelo Conselho da Ardent. As Partes reconhecem a existência de um ônus divulgado que limita e prejudica a transferência das Quotas Rio San Pedro e dos direitos minerários a elas subjacentes (o “Ônus”). As Partes reconhecem que o valor divulgado para liberar referido Ônus é de R$ 466.000 (a ser actualizado na data de Fechamento), de acordo com os documentos entregues pelas Vendedoras à Compradora. Os recursos destinados ao Depósito em Garantia nos termos da Cláusula 1.9 abaixo serão pagos pelo Agente de Depósito no Depósito em Garantia do Fechamento (conforme definido abaixo) e liberarão referido Ônus até o Fechamento, inclusive.

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

 1.9  Escrow Funds:  Not later than ten (10) calendar days after signing of this Letter of Intent, Ardent shall deposit into attorney escrow for the benefit of the Seller the amount of US$500,000 (Five Hundred Thousand Dollars of the United States of America) (the “Escrow”).  The Escrow shall be established with Ardent counsel Wuersch & Gering LLP, 100 Wall Street, 21st Floor, New York, NY 10005 USA.  The Escrow agreement shall provide that such Escrow funds shall first be utilized to pay and fully satisfy the Lien from Closing Escrow and the balance of proceeds shall thereafter be released at Closing proportionately to each shareholder of record of the Seller.  1.9 Recursos do Depósito em Garantia: Em até 10 (dez) dias corridos após a assinatura desta Carta de Intenções, a Ardent efetuará o depósito em garantia, em benefício da Vendedora, no valor de US$ 500.000 (quinhentos mil dólares norte-americanos) (o “Depósito em Garantia”). O Depósito em Garantia será efetuado perante os advogados da Ardent, Wuersch & Gering LLP, 100 Wall Street, 21st Floor, Nova York, NY 10005 EUA. O contrato de Depósito em Garantia estabelecerá que referidos recursos do Depósito em Garantia sejam utilizados inicialmente para pagar e quitar o Ônus do Depósito em Garantia do Fechamento, bem como que o saldo dos recursos seja posteriormente liberado de forma proporcional, no Fechamento, a cada sócio quotista registrado da Vendedora.

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

2    Closing Conditions.		2.      Condições para o Fechamento.
	Consummation of the acquisition of Rio Sao Pedro by Ardent will be subject to the following closing conditions:		A consumação da aquisição da Rio Sao Pedro pela Ardent estará sujeita às seguintes condições para o fechamento:
2.1	Audit Report and Conditions to Closing.  Consummation of the acquisition shall be subject to: (a) Receipt by Ardent from Rio Sao Pedro of an audit report containing consolidated financial statements unqualified with respect to any material deficiency and prepared in accordance with U.S. Generally Accepted Accounting Principals as applied to Rio Sao Pedro (and all of its subsidiaries, if any), covering the annual periods of Rio Sao Pedro (and its subsidiaries, if any) for December 31, 2008 and 2009; and unaudited financial statements with respect to the year-to-date operations of Rio Sao Pedro for the most recently completed calendar quarterly period prior to Closing.  The audit shall be conducted by an accounting firm authorized to practice before the U.S. SEC and approved by the U.S. Public Company Accounting Oversight Board (PCAOB), together with written authorization from said accounting firm to publish and include the audit report thereto in the SEC filings made by Ardent.  The appointment of such auditor shall be made by Ardent and the audit shall be paid for by Ardent.	2.1	Relatório de Auditoria e Condições para o Fechamento. A Consumação da aquisição estará sujeita: (a) Ao recebimento pela Ardent, da Rio Sao Pedro, de um relatório de auditoria contendo as demonstrações financeiras consolidadas sem ressalvas com relação a qualquer deficiência relevante e elaborado em conformidade com os Princípios Contábeis Geralmente Aceitos nos Estados Unidos da América, conforme aplicados à Rio Sao Pedro (e a todas as suas subsidiárias, se houver), relativo aos exercícios fiscais da Rio Sao Pedro (e de suas subsidiárias, se houver) em 31 de dezembro de 2008 e 2009; e das demonstrações financeiras não auditadas relativas às operações da Rio Sao Pedro de 1º de janeiro do presente ano até o último trimestre encerrado antes do Fechamento. A auditoria será realizada por uma empresa de contabilidade autorizada a operar perante a SEC e aprovada pelo Conselho de Supervisão de Contabilidade das Companhias Abertas dos Estados Unidos da América (PCAOB), juntamente com uma autorização por escrito de referida empresa de contabilidade para publicar e incluir o relatório de auditoria nas documentações protocoladas pela Ardent perante a SEC. A nomeação de referido auditor será efetuada pela Ardent e a auditoria será paga pela Ardent.

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

2.2      Continuity, Due Diligence and Rio Sao Pedro Rights.  At the Closing, Rio Sao Pedro shall have obtained and be in receipt of all necessary consents and approvals of all applicable governmental authorities and other third parties having jurisdiction or rights in respect of the acquisition, including, without limitation, with respect to all mineral rights feasibility studies, gold mining rights, and environmental impact reports being prepared for filing. Ardent shall pay the costs of the environmental impact report.  Rio Sao Pedro shall deliver a legal opinion to Ardent at Closing regarding the continuing legal validity of any and all governmental authorizations, licenses, permits, and registrations of Rio Sao Pedro, which shall remain fully effective following the Closing to legally facilitate continuity of Rio Sao Pedro’s ordinary course of business without impairment of any nature or kind.  The Closing shall be subject to completion of final due diligence satisfactory to Ardent in its sole discretion and deliveries to Ardent of audit reports of Rio Sao Pedro and geological survey reports with consents from such auditors and geologists authorizing filing of such reports with the SEC.  Ardent shall pay the geologist for the geology survey report.  At the Closing there shall not be any material adverse change in Rio Sao Pedro (or subsidiaries, if any) respective business, financial condition, assets or operations.  At the Closing, the Seller shall represent and warrant to Ardent that Rio Sao Pedro has the sole rights with free and clear ownership titles to the mines and all properties of Rio Sao Pedro, and no other persons, business organizations or governmental entities have any rights or claims thereto.    2.2 Continuidade, Análise Documental e Direitos da Rio Sao Pedro. No Fechamento, a Rio Sao Pedro deverá ter obtido e recebido todas as autorizações e aprovações necessárias de todos os órgãos governamentais aplicáveis e demais terceiros competentes ou direitos relativos à aquisição, incluindo, entre outros, no que diz respeito a todos os estudos de viabilidade de direitos minerários, direitos de prospecção de ouro e direitos minerários relativos ao ouro, bem como documentos a ser protocolados todos e quaisquer relatórios de impacto ambiental e respectivos requerimentos. A Ardent arcará com os custos do relatório de impacto ambiental. A Rio Sao Pedro entregará um parecer jurídico à Ardent, no Fechamento, relativo à continuidade da validade jurídica de todas e quaisquer autorizações, permissões, licenças e registros governamentais da Rio Sao Pedro, os quais permanecerão em pleno vigor após o Fechamento, de forma a facilitar, juridicamente, a continuidade do curso normal dos negócios da Rio Sao Pedro sem prejuízo de qualquer tipo ou natureza. O Fechamento estará sujeito à conclusão de uma análise documental definitiva satisfatória para a Ardent, a seu exclusivo critério, bem como à entrega à Ardent de relatórios de auditoria da Rio Sao Pedro e relatórios de pesquisa geológica com o consentimento de referidos auditores e geólogos autorizando o protocolo de referidos relatórios perante a SEC. A Ardent pagará ao geólogo os custos do relatório de pesquisa geológica. No Fechamento, não haverá qualquer modificação adversa relevante nos negócios, situação financeira, ativos ou operações da Rio Sao Pedro (ou de suas subsidiárias, se houver). No Fechamento, a Vendedora declarará e garantirá à Ardent que a Rio Sao Pedro é a única detentora dos direitos que conferem a propriedade livre e desembaraçada das minas e de todas as propriedades da Rio Sao Pedro, bem como que nenhuma outra pessoa, sociedade ou entidade governamental possua qualquer direito ou reivindicação a esse respeito.

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

2.3	Detailed Agreements. Rio Sao Pedro and Ardent will mutually prepare the detailed exchange agreement supplementing the terms and conditions herein with customary representations and warranties, covenants, and other provisions, including, without limitation, representations regarding the validity of the assessment of all gold ore reserves, the status of all governmental licenses, permits, authorizations, legal and regulatory compliance to engage in the business of mining, the condition of all mining equipment and related resources, employee and labor relations, valid continuation of all contracts, non-infringement of trademarks, service marks and other intellectual property, absence of any material adverse conditions, and indemnification provisions covering the same.  Notwithstanding anything to the contrary herein, this Letter of Intent is fully binding upon the parties and each party may compel performance by the other party solely on the basis of the terms and conditions set forth herein.  There are no break-up fees in respect of this Agreement. Time is of the essence.	2.3	Contratos Detalhados. A Rio Sao Pedro e a Ardent elaborarão em conjunto o contrato de permuta detalhado que complementará os termos e condições contidos no presente instrumento e conterá as declarações e garantias, avenças e demais disposições de praxe, incluindo, entre outras, declarações relativas à validade da avaliação de todas as reservas de minério de ouro, a situação de todas as permissões, licenças e autorizações governamentais, a observância das leis e regulamentos para que se conduza negócios na área de mineração, a situação de todos os equipamentos de mineração e recursos relacionados, relações de trabalho e emprego, continuidade válida de todos os contratos, ausência de violação a marcas registradas, marcas de serviço e outros direitos de propriedade intelectual, ausência de quaisquer condições adversas relevantes e disposições de indenização a esse respeito. Independentemente de qualquer disposição em contrário contida no presente instrumento, esta Carta de Intenções é integralmente vinculativa às partes, sendo que cada uma das partes poderá exigir o cumprimento deste documento pela outra parte unicamente com base nos termos e condições contidos no presente instrumento. Não há multas por desistência com relação ao presente Contrato. O tempo é condição essencial para o presente instrumento.
2.4	Exclusive Dealing.  Rio Sao Pedro and any and all of its directors, officers, shareholders, agents, representatives, attorneys, accountants or their respective immediate relatives shall not directly or indirectly take any action to encourage, initiate, solicit, or engage in discussions or negotiations with, or provide any information to, any entity or person other than Ardent concerning any competing transaction or alternate transaction.	2.4	Negociação Exclusiva. A Rio Sao Pedro e todos os seus conselheiros, diretores, sócios quotistas, agentes, representantes, advogados, contadores ou os membros de suas respectivas famílias imediatas não praticarão, direta ou indiretamente, nenhum ato para encorajar, iniciar, aliciar ou se envolver em discussões ou negociações com qualquer entidade que não com a Ardent com relação a qualquer operação concorrente ou alternativa, bem como não prestarão quaisquer informações a qualquer entidade que não à Ardent com relação a qualquer operação concorrente ou alternativa.

Page 8 of 18

Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

2.5      Closing. The parties shall use their best efforts to finalize and sign the detailed exchange agreement reflecting the terms and conditions herein together with all ancillary agreements and accomplish the Closing as soon as reasonably possible, subject to completion of the audit and due diligence and release of the Lien,  with a target Closing date not later than ninety (90) days following the date of this Letter of Intent.  Upon completion and satisfaction (or waiver) of the conditions set forth in herein, the parties shall exchange the Rio San Pedro Shares and the Ardent Shares, and execute and deliver any and all necessary ancillary documents, certificates and instruments required thereof (the “Closing”).  The Closing shall be preceded by a pre-closing into escrow of Purchaser’s counsel Wuersch & Gering LLP, of all funds, shares and escrow payments, and the Closing shall be subject to payment in full and satisfaction of the Lien (the “Closing Escrow”).  The Closing shall occur immediately following satisfaction of all conditions of the Closing Escrow.  2.5 Fechamento. As partes envidarão seus melhores esforços para encerrar e assinar o contrato de permuta detalhado que refletirá os termos e condições contidos no presente instrumento juntamente com todos os contratos acessórios e realizarão o Fechamento o mais rapidamente possível, de maneira razoável, observada a conclusão da auditoria e da análise documental e a liberação do Ônus, sendo que a data-alvo para o Fechamento ocorrerá em até 90 (noventa) dias após a data desta Carta de Intenções. Mediante a conclusão e satisfação (ou renúncia) das condições previstas no presente instrumento, as partes realizarão a permuta entre as Quotas Rio San Pedro e as Ações Ardent e celebrarão e formalizarão todos e quaisquer documentos acessórios, certidões e instrumentos necessários exigidos para referida permuta (o “Fechamento”). O Fechamento será precedido de um depósito em garantia precedente ao fechamento perante os advogados da Compradora, Wuersch & Gering LLP, de todos os recursos, quotas e pagamentos de depósito em garantia, sendo certo que o Fechamento estará sujeito ao pagamento integral e satisfação do Ônus (o “Depósito em Garantia do Fechamento”). O Fechamento ocorrerá imediatamente após a satisfação de todas as condições do Depósito em Garantia do Fechamento.

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

3      Other Terms and Conditions		3.      Outros Termos e Condições
3.1	Carry on in Ordinary Course.  From and after the date of execution of this letter of intent, Rio Sao Pedro shall conduct and carry on its businesses only in the ordinary course consistent with past practices.  Rio Sao Pedro shall use its commercially reasonable efforts to preserve its assets, relationships, customers, clients and employees and to preserve for Ardent the integrity and reputation of Rio Sao Pedro, and shall not take any actions out of the ordinary course of businesses.  The Rio Sao Pedro shall not take any action that could reasonably be expected to adversely affect its ability to execute, deliver or perform in accordance with this Letter of Intent.	3.1	Curso Normal dos Negócios. A partir da data de celebração da presente carta de intenções, a Rio Sao Pedro conduzirá e continuará seus negócios no curso normal e de forma coerente com as práticas passadas. A Rio Sao Pedro envidará esforços comercialmente razoáveis para preservar seus ativos, relacionamentos, clientes, compradores e empregados, bem como para preservar, para a Ardent, a integridade e reputação da Rio Sao Pedro e a não praticar qualquer ato fora do curso normal dos negócios. A Rio Sao Pedro não praticará nenhum ato que possa razoavelmente afetar de maneira adversa sua capacidade de celebrar, formalizar ou cumprir as disposições desta Carta de Intenções.
3.2	Each Party to Bear Own Expenses.  Ardent and Rio Sao Pedro will each bear their own respective expenses incurred in connection with the negotiation, preparation and documentation and Closing of the transactions contemplated herein, including but not limited to all legal fees, expenses and disbursements, provided, however, all fees, due diligence and filing costs incurred by Ardent as well as on-going corporate expenditures by Ardent related to the Rio Sao Pedro acquisition shall be paid from proceeds of the Financing Shares.	3.2	Cada Parte Arcará com Seus Próprios Custos. A Ardent e a Rio Sao Pedro arcarão com suas respectivas despesas incorridas com relação à negociação, elaboração e documentação e Fechamento das operações previstas no presente instrumento, incluindo, entre outros, todos os honorários de advogados, despesas e desembolsos, sendo certo, contudo, que todos os custos relativos a honorários, análise de documentos e protocolos incorridos pela Ardent, bem como as despesas societárias atuais da Ardent relacionadas à aquisição da Rio Sao Pedro, serão pagos com os recursos das Ações do Financiamento.

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

3.3      No Other Agreements; Forward Looking Statements; Amendments.  This Letter of Intent sets out the parties’ binding agreement and understanding as of this date, and there are no other written or oral agreements or understandings among the parties except for that certain confidentiality agreement previously executed by the parties.  This Letter of Intent and any and all terms and conditions herein may only be waived, modified or amended by a writing executed by all of the parties hereto.  The Seller acknowledges that Ardent may from time to time have other business agreements, and may acquire other properties. Ardent may engage and pay other professional organizations, underwriters and service providers as determined by the Board of Directors.  All projections and estimations herein are forward looking statements based upon general expectations and are provided solely for illustrative purposes only, and no assurances, guarantees, or warranties of any nature are made with respect to actual outcomes.  Ardent will use its best efforts following the Closing to achieve the minimum listing requirements for a period of ninety days which will facilitate the granting of the listing application for the above-referenced U.S. stock exchanges.  If for any reason the Lien is not resolved and cleared, Ardent may extend this Letter of Intent until such time as all right, title and interest in the Rio Sao Pedro Shares and the underlying property thereto is free and clear from the Lien and any and all impairments to free and clear transfer of such shares and the underlying property thereto sufficient for purposes of accomplishing the Closing.  3.3 Ausência de Outros Contratos; Projeções; Alterações. Esta Carta de Intenções estabelece o acordo e entendimento das partes na data do presente instrumento, sendo certo que não há qualquer outro acordo ou entendimento entre as partes, escrito ou oral, exceto por um determinado acordo de confidencialidade anteriormente celebrado entre as partes. Esta Carta de Intenções e qualquer dos termos e condições aqui contidos apenas poderão ser objeto de renúncia, modificação ou alteração por meio de um documento escrito assinado por todas as partes do presente instrumento. A Vendedora reconhece que a Ardent poderá, ocasionalmente, realizar outros acordos comerciais, bem como adquirir outras propriedades. A Ardent poderá contratar e pagar outras organizações profissionais, subscritores e prestadores de serviço, conforme determinado pelo Conselho de Administração. Todas as projeções e estimativas contidas no presente instrumento são projeções baseadas em expectativas gerais e foram apresentadas apenas para fins ilustrativos, sendo certo que nenhuma garantia de qualquer natureza é fornecida quanto aos resultados efetivos. A Ardent envidará seus melhores esforços após o Fechamento para obter as exigências mínimas para negociação de ações em bolsa em um prazo de noventa dias, o que facilitará a concessão da autorização para negociação nas bolsas de valores norte-americanas acima referidas. Se por qualquer razão o Ônus não for resolvido e compensado, a Ardent poderá prorrogar esta Carta de Intenções até o momento em que todo o direito, titularidade e participação sobre as Quotas Rio Sao Pedro e as propriedades a elas subjacentes estejam livres e desembaraçados do Ônus e de todo e qualquer impedimento à transferência livre e desembaraçada de referidas quotas e das propriedades a elas subjacentes de forma suficiente para os fins de realizar o Fechamento.

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

3.4      Public Company Compliance.  Rio Sao Pedro acknowledges that Ardent is a public company and will be required to make detailed disclosures regarding the acquisition of Rio Sao Pedro, its business, its management, its financial condition, risk factors associated with the business, and other matters required by the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the respective rules and regulations promulgated thereunder.  All Seller shares will be restricted securities and will be subject to compliance with the Securities Act and Exchange Act, as to which Ardent shall assist the Seller in all respects.  Rio Sao Pedro and the Seller shall promptly provide any and all information, in form and substance as reasonably requested by Ardent, to the extent necessary to assure compliance by Ardent and Seller with their respective Securities Act and Exchange Act filing, disclosure and compliance requirements.  3.4 Cumprimento das Normas Relativas a Sociedades de Capital Aberto. A Rio Sao Pedro reconhece que a Ardent é uma sociedade de capital aberto e será obrigada a divulgar de maneira detalhada a aquisição da Rio Sao Pedro, seus negócios, administração, situação financeira, fatores de risco relacionados ao negócio e outros assuntos exigidos pela Lei de Mercado de Capitais dos Estados Unidos de 1934, conforme posteriores alterações (a “Lei de Mercado de Capitais”), bem como as respectivas regras e regulamentos promulgados nos termos de referida lei. Todas as quotas da Vendedora serão valores mobiliários restritos e estarão sujeitas à conformidade com a Lei de Mercado de Capitais, para o que a Ardent auxiliará a Vendedora em todos os aspectos. A Rio Sao Pedro e a Vendedora prestarão imediatamente todas e quaisquer informações, na forma e com o conteúdo razoavelmente solicitado pela Ardent, na medida em que necessário para garantir o cumprimento, pela Ardent e pela Vendedora, de suas respectivas obrigações de protocolo, divulgação e conformidade nos termos da Lei de Mercado de Capitais.

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

3.5    Confidentiality. The parties acknowledge that public companies are subject to specific laws, rules and regulations prohibiting “insider trading” and all parties hereto agree not to publicly trade in the Ardent public company securities until after any and all applicable public announcements by Ardent.  The parties agree to fully comply with any and all applicable securities laws and not to trade at any time in any securities on the basis of material non-public information or to disclose any transactions involving Ardent or Rio Sao Pedro with any third parties, other than to authorized representatives of the parties who shall be under strict instructions not to make any further discloses to any other persons until after mutually agreement public announcements.  The terms herein shall be maintained as strictly confidential by the parties until a mutually acceptable press release is prepared regarding the transaction, unless prior disclosure is required by applicable law or regulation.  Any breach of this covenant of confidentiality shall be subject to payment of liquidated damages to Ardent of US$2,000,000 (two million U.S. Dollars) (the “Liquidated Damages”), which the parties agree shall not be construed as a penalty.  If a breaching party fails to pay any and all Liquidated Damages in full within five (5) Business Days after the date payable, such party will pay interest thereon at a rate of one and one-half percent (1.5%) per month (or such lesser maximum amount that is permitted to be paid by applicable law) to Ardent, accruing daily from the date such Liquidated Damages are due, until such amounts, plus all such interest thereon, are paid in full.  Notwithstanding the foregoing, nothing shall preclude any party from pursuing or obtaining any available remedies at law, specific performance or other equitable relief in accordance with applicable law.  3.5 Confidencialidade. As partes reconhecem que as sociedades de capital aberto estão sujeitas a leis, regras e regulamentos específicos que proíbem o “insider trading” [uso de informações privilegiadas], sendo certo que todas as partes do presente instrumento se obrigam a não negociar os valores mobiliários públicos da Ardent até que sejam efetuados todos e quaisquer comunicados ao público pela Ardent. As partes obrigam-se a cumprir integralmente todas as leis de mercados de capitais e a não negociar quaisquer valores mobiliários com base em informações relevantes que não sejam divulgadas ao público, bem como a não divulgar qualquer operação que envolva a Ardent ou a Rio Sao Pedro a terceiros que não aos representantes autorizados das partes, os quais serão expressamente instruídos a não realizar qualquer outra divulgação a terceiros até a realização dos comunicados conjuntos ao público pertinentes. Os termos do presente instrumento serão mantidos em caráter estritamente confidencial pelas partes até a elaboração de um comunicado à imprensa em termos mutuamente aceitos, exceto caso a divulgação em data anterior seja exigida pelas leis ou regulamentos aplicáveis. Qualquer violação à presente obrigação de confidencialidade sujeitará o infrator ao pagamento de multa compensatória à Ardent no valor de US$ 2.000.000 (dois milhões de dólares norte-americanos) (a “Multa Compensatória”), a qual não será interpretada como penalidade. Caso uma parte infratora deixe de pagar integralmente qualquer Multa Compensatória em até 5 (cinco) Dias Úteis após a data de vencimento, referida parte pagará juros sobre referido valor a uma taxa de 1,5% (um e meio por cento) ao mês (ou um valor inferior que represente o máximo permitido pelas leis aplicáveis) à Ardent, os quais incidirão a contar da data de vencimento de referida Multa Compensatória até a data do pagamento integral de referidos valores, acrescidos dos juros pertinentes. Independentemente do acima exposto, nada contido no presente instrumento impedirá qualquer das partes de pleitear ou obter qualquer remédio jurídico perante os tribunais, execução específica ou outro remédio jurídico em equidade, em conformidade com as leis aplicáveis.

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

3.6	Arbitration.  All disputes and controversies arising out of or relating to this Agreement shall be finally settled and binding under the Rules of International Commercial Dispute Resolution of the American Arbitration Association (“ICDR”).  The place of arbitration shall be New York City.  The Arbitration shall be conducted in English by a single arbitrator appointed in accordance with the ICDR rules.  Any award, verdict or settlement issued under such arbitration may be entered by any party for order of enforcement by any court of competent jurisdiction.  The arbitrator shall have no power to take interim measures he or she deems necessary, including injunctive relief and measures for the protection or conservation of property.  The prevailing party shall be reimbursed for all fees, costs, expenses and disbursements by the non-prevailing party.	3.6	Arbitragem. Todos os conflitos e controvérsias decorrentes do presente Contrato ou a ele relativos serão dirimidos de forma definitiva e vinculativa nos termos das Regras de Resolução de Conflitos Comerciais Internacionais da Associação Norte-Americana de Arbitragem (“ICDR”). O local da arbitragem será a Cidade de Nova York. A Arbitragem será conduzida no idioma inglês por um único árbitro nomeado em conformidade com as regras da ICDR. Qualquer laudo arbitral, veredicto ou acordo emitido nos termos de referida arbitragem poderá ser executado por qualquer das partes perante qualquer juízo competente. O árbitro não terá poderes para determinar medidas preventivas consideradas necessárias, incluindo medidas cautelares e medidas para a proteção e manutenção de propriedade. A parte vencedora será reembolsada de todos os honorários, custos, despesas e desembolsos pela parte vencida.
3.7	Construction.  This Letter of Intent shall be deemed to have been jointly negotiated and drafted by the parties and shall not be construed against any of the parties hereto.  Should any portion (word, clause, phrase, sentence, paragraph or section) of this Agreement be declared void or unenforceable, such portion shall be considered independent and severable from the remainder, the validity of which shall remain unaffected.  This Letter of Intent shall be governed by and interpreted under the laws of the jurisdiction of incorporation of Ardent.	3.7	Interpretação.  A presente Carta de Intenções será considerada negociada em conjunto e redigida pelas partes e não será interpretada contra qualquer das partes deste instrumento.  Caso qualquer parte (palavra, cláusula, frase, sentença, parágrafo ou seção) do presente Contrato seja declarada nula ou inexeqüível, referida parcela será considerada independente e individual em relação ao restante do Contrato, cuja validade não será afetada.  A presente Carta de Intenções será regida e interpretada em conformidade com as leis do foro de constituição da Ardent.
3.8	Assignment.  Neither this Letter of Intent nor any of the rights, interests or obligations hereunder may be assigned by either party hereto, directly or indirectly, by operation of law or otherwise, without the prior written consent of the other.	3.8	Cessão.  Nem a presente Carta de Intenções nem qualquer dos direitos, participações ou obrigações nos termos do presente instrumento poderão ser cedidos por qualquer das partes, direta ou indiretamente, de pleno direito ou por outra forma, sem o consentimento prévio e por escrito da outra parte.

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

3.9	Notices.  Any notice or other communication to any party in connection with this Agreement shall be in writing and shall be sent by personal delivery, reputable overnight courier with written confirmation of receipt addressed to such party at the address of its principal business office, or at such other address as such party shall have specified to the other party hereto in writing.  Any notice hereof shall be deemed to have been given only when delivered.	3.9	Notificações.  Todas as notificações ou outras comunicações a qualquer das partes com relação ao presente Contrato serão efetuadas por escrito e serão enviadas por entrega pessoal, por serviço de entregas 24 horas com confirmação escrita de recebimento, endereçadas a referida parte no endereço de sua sede ou em qualquer outro endereço que referida parte tenha especificado à outra parte por escrito. Qualquer notificação nos termos do presente instrumento apenas será considerada efetuada mediante sua entrega.
3.10	Counterparts. This Letter of Intent may be executed in one or more counterparts (with the parties agreeing in principle to produce six counterparts), all of which together shall constitute one instrument, and each such counterpart may be executed and delivered by fax or scan without delivery of the original exemplar thereof. This document is made in English and Portuguese. In case of differences, the English version shall prevail.	3.10	Vias. A presente Carta de Intenções poderá ser celebrada em uma ou mais vias (as partes acordam em produzir seis vias), todas as quais, em conjunto, constituirão um único instrumento, sendo certo que cada uma de referidas vias poderá ser celebrada e formalizada por fax ou escaneada sem a entrega de seu exemplar original. Este documento é feito em Inglês e Português. Em caso de divergência, a versão em Inglês prevalecerá.
We respectfully request that if you accept the terms and conditions as set forth in this Letter of Intent, please countersign and deliver to us a counterpart acceptance of this Letter of Intent.  Please do not hesitate to contact us if you have any questions or comments.		Caso esteja de acordo com os termos e condições estabelecidos na presente Carta de Intenções, favor assinar e nos entregar uma via de aceitação desta Carta de Intenções.  Estamos à disposição para atendê-lo caso haja qualquer dúvida ou comentário.
Sincerely yours,		Atenciosamente,

[Signature Page Follows] / [Segue Página de Assinaturas]

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

	Ardent Mines Limited
By/Por:	/s/ Leonardo Riera
Name/Nome:	Leonardo Riera
Title/Cargo:	President and CEO/Presidente e Diretor-Presidente
Date/Data:

AGREED/DE ACORDO:	Rio São Pedro Mineração LTDA
By/Por:	/s/ Roberto Porto Rabelo
Print Name/Nome em Letras de Forma:	Roberto Porto Rabelo
Title/Cargo:	Attorney-in-fact/Procurador
Date/Data:	September 25, 2010

AGREED/DE ACORDO:	Isabela Romina Albernas Diniz Teixeira Seller/Vendedora Shareholder/ Sócia-Quotista
By/Por:	/s/ Roberto Porto Rabelo
Print Name/Nome em Letras de Forma:	Roberto Porto Rabelo
Title/Cargo:	Attorney-in-fact/Procurador
Date/Data:	September 25, 2010

AGREED/DE ACORDO:	Rosana Moura Rabelo Seller/Vendedora Shareholder/ Sócia-Quotista
By/Por:	/s/ Roberto Porto Rabelo
Print Name/Nome em Letras de Forma:	Roberto Porto Rabelo
Title/Cargo:	Attorney-in-fact/Procurador
Date/Data:	September 25, 2010

AGREED/DE ACORDO:	Valdene Moreira de Moraes Seller/Vendedora Shareholder/ Sócia-Quotista
By/Por:	/s/ Jose Antonio Morais
Print Name/Nome em Letras de Forma:	Jose Antonio Morais
Title/Cargo:	Attorney-in-fact/Procurador
Date/Data:	September 25, 2010

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

WITNESSES/ TESTEMUNHAS
	/s/ Ronaldo Moura Rabelo
Print Name/Nome em Letras de Forma:	Ronaldo Moura Rabelo
Date/Data:	September 25, 2010

	/s/ Ronaldo Moura Rabelo
Print Name/Nome em Letras de Forma:	Ronaldo Moura Rabelo
Date/Data:	September 25, 2010

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Ardent Mines Limited – Rio São Pedro Mineração LTDA

Confidential Letter of Intent/Carta de Intenções Confidencial

Exhibit A / Anexo A

Summary of Anticipated Gold Reserves and Geologist Acceptance to Release Geology Report / Resumo de Reservas de Ouro esperadas e Aceitação da Liberação do Relatório Geológico pelo Geólogo

[Schedule A is incorporated by reference to Exhibits 99.2 and 99.3 to the Company’s Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on October 21, 2010]

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EX-10.7

ARDENT MINES LIMITED

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of the date set forth on the signature page hereto (the “Agreement”), by and between Ardent Mines Limited, a Nevada corporation (the “Company”), and Leonardo Riera(the “Executive”).

WHEREAS, the Company desires to engage the Executive to serve the Company as the President and the Executive desires to serve as the President and Chief Executive Officer (“CEO”) of the Company;

NOW THEREFORE, in consideration of the premises and the mutual agreements made herein, the Company and the Executive agree as follows:

1.           Employment; Duties.  The Company shall engage the Executive to serve as President and CEO of the Company.  The Executive shall serve the Company in such capacity for the “Employment Period” as defined in Section 2.  The Executive agrees that during the term of his employment hereunder, he shall devote approximately seventy-five to one hundred percent (75% - 100%) of his professional working time, attention, knowledge and experience and give his best effort, skill and abilities to promote the business and interests of the Company as directed by the Board of Directors of the Company or a committee of the Board of Directors to which the Board of Directors has duly delegated authority thereof (collectively, the “Board”).  The Company acknowledges and agrees that the services rendered to the Company shall not be exclusive to the Company and the Executive may pursue other business activities so long as such other business activities are not in conflict with the Company.  In the event that the Executive is retained as an officer, director, employee or consultant of another business, he shall notify the Board of such engagement within five (5) business days.  The Executive agrees to faithfully and diligently perform such reasonable duties commensurate with the position of President as may from time to time be assigned to the Executive by the Board.  For purposes of clarity, except with respect to subsidiaries of the Company, to the extent the Executive renders services to any other organizations, all such services must be rendered in a separate capacity and shall not be deemed to constitute services of the Executive as an agent of any such other organization to the Company or by or on behalf of the Company to such other organizations unless expressly delegated in writing to such effect.

2.           Employment Period.  This Agreement shall have an initial term of two years to be effective commencing as of the date hereof and ending on the second anniversary hereof (the “Initial Employment Period”), unless sooner terminated in accordance with the provisions of Section 7 or Section 8.  This Agreement shall automatically renew and continue to remain in effect after the Initial Employment Period for successive one year periods (each, a “Renewal Employment Period”), until terminated as provided herein, unless either party provides the other party with written notice of non-renewal not later than 30 days prior to the expiration of the Initial Period or the anniversary of such date in any subsequent Renewal Employment Period.  The Initial Employment Period and each Renewal Employment Period of this Agreement is referred to herein as the “Employment Period.”

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Ardent Mines Limited - Employment Agreement

3.           Compensation.

(a)           Base Compensation.  The Executive shall be paid a base salary of twenty thousand U.S. Dollars ($20,000) per month (the “Base Salary”).  Base Salary shall be paid retroactive to August 15, 2010.  Ten thousand U.S. Dollars ($10,000) of this amount shall be payable incrementally on a monthly basis and pro-rated for any partial month of employment, less any applicable statutory and regulatory deductions.  This portion of the Base Salary shall be payable in accordance with the Company’s regular payroll practices, as the same may be modified from time to time.  The remainder of the Base Salary shall accrue until such time as the Company shall have received capital investments in the amount of ten million U.S. Dollars ($10,000,000), at which time all accrued and unpaid amounts shall be due and payable.

(b)           Stock Grant.  The Executive shall be granted fifty thousand (50,000) restricted shares of the Company’s common stock (the “Shares”).  Until the second anniversary of the date hereof, the Shares may not be sold, transferred, used as security for a loan or otherwise encumbered, other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the U.S. Internal Revenue Code.

(c)           Options. The Executive shall be eligible to participate in the Company’s equity incentive plan and granted options thereunder at the discretion of the Board of Directors.

(d)           Expense Reimbursement.  The Executive shall be entitled to reimbursement of reasonable out-of-pocket expenses incurred in connection with travel, communications, and matters related to the Company's business and affairs if made in accordance with written Company policy as in effect from time to time as determined by the Board.

(e)           Vacation.  The Executive shall be entitled to paid vacation of fifteen (15) days each calendar year in accordance with written Company policy as in effect from time to time as determined by the Board.  No compensation shall be paid for accrued but untaken vacation.

(f)           Benefits.  The Executive shall be entitled to participate in such employee benefit programs as the Board of Directors may authorize from time to time including, without limitation, Company health insurance and savings plans.

4.           Trade Secrets.  The Executive agrees that it is in the Company's legitimate business interest to restrict his disclosure or use of Trade Secrets and Confidential Information relating to the Company or its affiliates as provided herein, and agrees not to disclose or use the Trade Secrets and/or Confidential Information relating to the Company or its affiliates for any purpose other than in connection with his performance of his duties to the Company.  For purposes of this Agreement, “Trade Secrets” shall mean all confidential and proprietary information belonging to the Company (including prospective client lists, ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information).For purposes of this Agreement, “Confidential Information” shall mean all information other than Trade Secrets belonging to, used by, or which is in the possession of the Company and relating to the Company’s business or assets specifically including, but not limited to, information relating to the Company’s products, services, strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, employee compensation, computer software and hardware, inventions, developments, in each case to the extent that such information is not required to be disclosed by applicable law or compelled to be disclosed by any governmental authority.  Notwithstanding the foregoing, the terms “Trade Secrets” and “Confidential Information” do not include information that (i) is or becomes generally available to or known by the public (other than as a result of a disclosure by the Executive), provided, that the source of such information is not known by the Executive to be bound by a confidentiality agreement with the Company; or (ii) is independently developed by the Executive without violating this Agreement.

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Ardent Mines Limited - Employment Agreement

5.           Return of Documents and Property.  Upon the expiration or termination of the Executive's employment with the Company, or at any time upon the request of the Company, the Executive (or his heirs or personal representatives) shall deliver to the Company (a) all documents and materials (including, without limitation, computer files) containing Trade Secrets and Confidential Information relating to the business and affairs of the Company or its affiliates, and (b) all documents, materials, equipment and other property (including, without limitation, computer files, computer programs, computer operating systems, computers, printers, scanners, pagers, telephones, credit cards and ID cards) belonging to the Company or its affiliates, which in either case are in the possession or under the control of the Executive (or his heirs or personal representatives).

6.           Discoveries and Works.  All Discoveries and Works made or conceived by the Executive during his employment by the Company, solely, jointly or with others, that relate to the Company's present or anticipated activities, or are used or useable by the Company shall be owned by the Company.  For the purposes of this Section 6, (including the definition of “Discoveries and Works”) the term “Company” shall include the Company and its affiliates.  The term “Discoveries and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and patent applications, service marks, and service mark registrations and applications, trade names, copyrights and copyright registrations and applications.  The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested, (b) renounce any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other property owned or licensed by the Company, (c) assist the Company in obtaining or maintaining for itself at its own expense United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works, and (d) promptly execute, whether during his employment with the Company or thereafter, all applications or other endorsements necessary or appropriate to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments of such patents and other rights.  Any Discoveries and Works which, within one year after the expiration or termination of the Executive's employment with the Company, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination shall, as between the Executive and, the Company, be presumed to have been made during the Executive's employment by the Company.  The Executive acknowledges that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C. Sect. 101.

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Ardent Mines Limited - Employment Agreement

7.           Termination.

(a)           Manner of Termination. The Company and the Executive may terminate this Agreement, with or without cause, in accordance with the provisions of this Section 7.

(b)           Termination Without Cause.  The Company may terminate this Agreement without cause at any time during the Employment Period effective immediately upon giving written notice of termination to the Executive, provided however, that if the Company terminates this Agreement other than for cause during the Employment Period the Company shall pay to the Executive payments equivalent to Executive’s annual Base Salary following such termination date in accordance with the Company’s regular payroll procedures through the remainder of the Calendar Monthof notice thereof, plus vesting of any options, plus reimbursement of any and all reasonable and pre-approved expenses incurred by Executive as of the date of notice of such date, and all of such payments shall completely and fully discharge any and all obligations and liabilities of the Company to the Executive.

(c)           Termination for Cause.  The Company may terminate this Agreement for cause at any time during the Employment Period effective immediately upon giving written notice of termination to the Executive. For purposes of this Agreement, “cause” shall mean, with respect to the Executive, (i) any act of fraud or dishonesty, willful misconduct or negligence in connection with the Executive's performance of his duties, (ii) repeated failure of the Executive to follow reasonable instructions of the Board, (iii) dishonesty of the Executive which causes a material detriment to the Company or its affiliates, (iv) a breach by the Executive of any provision hereof or of any contractual or legal fiduciary duty to the Company (including, but not limited to, the unauthorized disclosure of Trade Secrets or other Confidential Information, non-compliance with the policies, guidelines and procedures of the Company or engaging during his employment in any other employment or business without the express written approval of the Company’s Board of Directors), (v) the arrest of the Executive for the commission of a felony, whether or not such alleged felony was committed in connection with the Company's business or (vi) the commencement of any bankruptcy proceedings (whether voluntary or involuntary), the appointment of a trustee or receiver for the Executive or the general assignment of the Executive's assets to his creditors.

(d)           Termination by Executive . The Executive may terminate this Agreement with or without cause at any time during the Employment Period upon three months prior written notice of termination to the Company.  For purposes of this Agreement, with respect to the Company, “cause” shall mean the failure to pay any amounts due Executive hereunder (and not disputed in good faith by the Company) within one month after their due date.

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Ardent Mines Limited - Employment Agreement

(e)           Effect of Termination.  Except as otherwise provided herein with respect to a termination pursuant to Section 7(b), in the event this Agreement is terminated pursuant to this Section 7, the Executive's rights and the Company's obligations hereunder shall cease as of the effective date of the termination, including, without limitation, the right to receive Base Salary, options and all other compensation or benefits provided for in this Agreement, and the Executive shall not be entitled to any further compensation, options, or severance compensation of any kind, and shall have no further right or claim to any compensation, options, benefits or severance compensation under this Agreement or otherwise against the Company or its affiliates, from and after the date of such termination, except as required by applicable law.  Any termination under this Section 7 is subject to the provisions of Sections 18 and 20 hereof.

(f)           Relinquishment of Authority.  Notwithstanding anything to the contrary set forth herein, upon written notice to the Executive, the Company may immediately relieve the Executive of all his duties and responsibilities hereunder and may relieve the Executive of authority to act on behalf of, or legally bind, the Company.

(g)           Transition Services and Certifications. Following any termination for any reason, the Executive shall render any and all services reasonably necessary for the Company to facilitate proper transition of the Company’s books and records and the Executive shall certify to the Company that any and all books and records maintained during the period of Executive’s services to the Company were true and complete and did not contain any material misstatements or omissions or any misleading information of any nature or kind, and that all controls and procedures of the Company under the management authority of Executive during the period of employment were properly observed during the period of service of the Executive.

8.           Disability: Death.

(a)           If, prior to the expiration of any applicable Employment Period, the Executive shall be unable to perform his duties hereunder by reason of physical or mental disability for at least ninety (90) calendar days, the Company shall have the right to terminate this Agreement and the remainder of the Employment Period by giving written notice to the Executive to that effect.  Immediately upon the giving of such notice, the Employment Period shall terminate.

(b)           Upon termination of this Agreement pursuant to Section 8(a), the Executive shall (i) be paid his Base Salary through the effective date of such termination and (ii) all options previously granted shall remain in full force and effect.  All other compensation and benefits provided for in Section 3 of this Agreement shall cease upon termination pursuant to Section 8(a), except as otherwise required by applicable law.

(c)           In the event of a dispute as to whether the Executive is disabled within the meaning of Section 8(a), either party may from time to time request a medical examination of the Executive by a doctor appointed by the chief of staff of a hospital selected by mutual agreement of the parties, or as the parties may otherwise agree, and the written medical opinion of such doctor shall be conclusive and binding upon the parties as to whether the Executive has become disabled and the date when such disability arose.  The cost of any such medical examination shall be borne by the requesting party.

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Ardent Mines Limited - Employment Agreement

(d)           If, prior to the expiration of the Employment Period or the termination of this Agreement, the Executive shall die, the Executive's estate shall be paid his Base Salary and other compensation due through such date of death.  Except as otherwise provided in this Section 8(d), upon the death of the Executive, the Employment Period shall terminate without further notice and the Company shall have no further obligations hereunder, including, without limitation, obligations with respect to compensation, options and benefits provided for in Section 3 of this Agreement, other than as set forth in the immediately preceding sentence or as otherwise required by law.  Any termination under this Section 8 is subject to the provisions of Section 18 hereof.

9.           No Conflicts.  The Executive has represented and hereby represents to the Company and its affiliates that the execution, delivery and performance by the Executive of this Agreement do not conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under any contract, agreement or understanding, whether oral or written, to which the Executive is a party or of which the Executive is or should be aware and that there are no restrictions, covenants, agreements or limitations on his right or ability to enter into and perform the terms of this Agreement, and agrees to indemnify and save the Company and its affiliates harmless from any liability, cost or expense, including attorney’s fees, based upon or arising out of any such restrictions, covenants, agreements, or limitations that may be found to exist.  For purposes of this Agreement, “affiliate” shall include any subsidiary in the case of the Company, and any person or entity directly or indirectly controlled by or controlling the Company.

10.           Non-competition.   Except as authorized by the Board of Directors, during the Executive’s employment by the Company and for a period of one year thereafter, Executive will not (except as an officer, director, stockholder, employee, agent or consultant of the Company or any subsidiary or affiliate thereof) either directly or indirectly, whether or not for consideration, (i) in any way, directly or indirectly, solicit, divert, or take away the business of any person who is or was a customer of the Company, or in any manner influence such person to cease doing business in part or in whole with Company; (ii) engage in a Competing Business; (iii) except for investments or ownership in public entities, mutual funds and similar investments, none of which constitute more than 5% of the ownership or control of such entities, own, operate, control, finance, manage, advise, be employed by or engaged by, perform any services for, invest or otherwise become associated in any capacity with any person engaged in a Competing Business in the United States; or (iv) engage in any practice the purpose or effect of which is to intentionally evade the provisions of this covenant. For purposes of this section, “Competing Business” means any company or business which is engaged directly or indirectly in any business carried on or planned to be carried on by the Company or any of its subsidiaries or affiliates.  In the event that the Executive’s employment by the Company is terminated without cause, as described in Section 7(b) hereof, the limitations of this Section 10 shall cease to apply as of the final payment made in respect of the termination of the Executive’s employment with the Company as set forth in Section 7(b) above.

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Ardent Mines Limited - Employment Agreement

11.           Non-Solicitation.  During the Executive’s employment by the Company and for a period of one year thereafter (the “Restricted Period”), the Executive, directly or indirectly, whether for his account or for the account of any other individual or entity, shall not solicit or canvas the trade, business or patronage of, or sell to, any individuals or entities that were either customers of the Company during the time the Executive was employed by the Company, or prospective customers with respect to whom a sales effort, presentation or proposal was made by the Company or its affiliates, during the one year period prior to the termination of the Executive’s employment.  The Executive further agrees that during the Restricted Period, he shall not, directly or indirectly, (i) solicit, induce, enter into any agreement with, or attempt to influence any individual who was an employee or consultant of the Company at any time during the time the Executive was employed by the Company, to terminate his or her employment relationship with the Company or to become employed by the Executive or any individual or entity by which the Executive is employed or (ii) interfere in any other way with the employment, or other relationship, of any employee or consultant of the Company or its affiliates.

12.           Enforcement.  The Executive agrees that any breach of the provisions of this Agreement would cause substantial and irreparable harm, not readily ascertainable or compensable in terms of money, to the Company for which remedies at law would be inadequate and that, in addition to any other remedy to which the Company may be entitled at law or in equity, the Company shall be entitled to temporary, preliminary and other injunctive relief in the event the Executive violates or threatens to violate the provisions of this Agreement, as well as damages, including, without limitation consequential damages, and an equitable accounting of all earnings, profits and benefits arising from such violation, in each case without the need to post any security or bond.  Nothing herein contained shall be construed as prohibiting the Company from pursuing, in addition, any other remedies available to the Company for such breach or threatened breach.  A waiver by the Company of any breach of any provision hereof shall not operate or be construed as a waiver of a breach of any other provision of this Agreement or of any subsequent breach by the Executive.

13.           Determinations by the Company.  All determinations and calculations with respect to this Agreement shall be made by the Board or any committee thereof to which the Board has delegated such authority, in good faith in accordance with applicable law, the certificate of incorporation and by-laws of the Company, in its sole discretion, and shall be final, conclusive and binding on all persons, including the Executive and the personal representative of his estate.

14.           Successors and Assigns.  This Agreement shall inure to the benefit of and shall be binding upon (i) the Company, its successors and assigns, and any company with which the Company may merge or consolidate or to which the Company may sell substantially all of its assets, and (ii) Executive and his executors, administrators, heirs and legal representatives.  Since the Executive’s services are personal and unique in nature, the Executive may not transfer, sell or otherwise assign his rights, obligations or benefits under this Agreement.

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Ardent Mines Limited - Employment Agreement

15.           Notices.  Any notice required or permitted under this Agreement shall be deemed to have been effectively made or given if in writing and personally delivered, or sent properly addressed in a sealed envelope postage prepaid by certified or registered mail, or delivered by a reputable overnight delivery service.  Unless otherwise changed by notice, notice shall be properly addressed to the Executive if addressed to the address of record on file with the Company; and properly addressed to the Company if addressed to:

Ardent Mines Limited

100 Wall Street, 21st Floor

New York, NY 10005  

With a copy to:

Wuersch & Gering LLP

100 Wall Street, 21st Floor

New York, New York 10005

Telephone:  212-509-5050

Telecopier:  212-509-9559

Attention:  Travis L. Gering, Esq.

16.           Severability.  It is expressly understood and agreed that although the Company and the Executive consider the restrictions contained in this Agreement to be reasonable and necessary for the purpose of preserving the goodwill, proprietary rights and going concern value of the Company, if a final determination is made by arbitration or any court having jurisdiction that any provision contained in this Agreement is invalid, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such arbitral body or court may determine or indicate to be reasonable.  Alternatively, if the arbitrable body or court finds that any provision or restriction contained in this Agreement or any remedy provided herein is unenforceable, and such restriction or remedy cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained therein or the availability of any other remedy.  The provisions of this Agreement shall in no respect limit or otherwise affect the Executive's obligations under any other agreements with the Company.

17.           Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.  Signatures hereto may be facsimiles or electronically scanned copies which shall have the same full force and effect as a manually signed original thereof.

18.           Effects of Termination.  Notwithstanding anything to the contrary contained herein, if this Agreement is terminated pursuant to Section 7 or Section 8 or expires by its terms, the provisions of Sections 4-6 and 10-20 of this Agreement shall survive and continue in full force and effect.

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Ardent Mines Limited - Employment Agreement

19.           Arbitration.  All disputes and controversies arising out of or relating to this Agreement shall be finally settled and binding under the Rules of International Commercial Dispute Resolution of the American Arbitration Association (“ICDR”).  The place of arbitration shall be New York.  The Arbitration shall be conducted in English by a single arbitrator appointed in accordance with the ICDR rules.  Any award, verdict or settlement issued under such arbitration may be entered by any party for order of enforcement by any court of competent jurisdiction.  The arbitrator shall have no power to take interim measures he or she deems necessary, including injunctive relief and measures for the protection or conservation of property.

20.           Miscellaneous.  This Agreement constitutes the entire agreement, and supersedes all prior agreements, of the parties hereto relating to the subject matter hereof, and there are no written or oral terms or representations made by either party other than those contained herein.  This Agreement cannot be modified, altered or amended except by a writing signed by both parties.  No waiver by either party of any provision or condition of this Agreement at any time shall be deemed a waiver of such provision or condition at any prior or subsequent time or of any other provision or condition at the same or any prior or subsequent time.

[Signature Page Follows]

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Ardent Mines Limited - Employment Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement as of the 27th day of September, 2010.

EXECUTIVE
By:	/s/ Leonardo Riera
	Name: Leonardo Riera

THE COMPANY: ARDENT MINES LIMITED
By:	/s/ Urmas Turu
	Name: Urmas Turu
	Title:   Director

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EX-10.8

ARDENT MINES LIMITED

CONVERTIBLE PROMISSORY NOTE

THIS PROMISSORY NOTE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED HEREIN.  ANY ATTEMPTED TRANSFER OF THIS PROMISSORY NOTE IN VIOLATION OF SUCH TERMS SHALL BE NULL AND VOID AND OF NO EFFECT.  THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND NO OFFER, TRANSFER OR ASSIGNMENT OF THIS PROMISSORY NOTE MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATIONS OR AVAILABLE EXEMPTIONS THERETO.

US$ 1,000,000.00 Dated: October 18, 2010

FOR VALUE RECEIVED, Ardent Mines Limited, a Nevada corporation (the “Borrower”), hereby promises to pay to the order of CRG Finance AG (“Lender”), at such time, place and in such manner as Lender may specify in writing, the principal amount of One Million U.S. Dollars  (USD1,000,000.00) (the “Principal”) pursuant to the terms and conditions specified herein (this “Note”).  The Borrower shall pay interest on the outstanding principal of this Note at the annual rate of 7.5% per annum, calculated based on a year of 365 days and actual days elapsed (the “Interest”).

1.   The Borrower hereby promises to pay to the order of the Lender the Principal and all Interest due thereon after the first anniversary of the date of this Note upon delivery to the Borrower of written demand by the Lender for repayment of this Note within not less than thirty (30) calendar days (the “Due Date”), at such place and in such manner as Lender may specify in writing.  In lieu of payment in cash, the Lender may request the Borrower to repay any or all of the Principal and Interest in the form of restricted common stock of the Borrower at a price per share equal to eighty percent (80%) of the average closing price of the Borrower’s common stock as quoted on the principal quotation system or stock exchange on which such securities are traded over the thirty (30) days immediately preceding the closing of the acquisition of Rio São Pedro Mineração LTDA (“RSPM”)by the Borrower or such other third-party assets or shares of a strategic acquisition company which may be acquired earlier than such RSPM closing.  The Borrower shall promptly deliver such restricted common stock in accordance with the request of Lender.  Upon delivery of such shares of common stock this Note shall be deemed to be repaid and satisfied in full.

2.   Any and all fees, costs, expenses and disbursements charged by financial institutions with respect to wire transfer or other transmittal charges incurred in connection with delivery of the Principal from the Lender to the Borrower shall be deemed to have been received by the Borrower from the Lender and all such amounts shall be included in the calculation of Principal hereunder.

3.   This Note shall not be transferable by Borrower and the Borrower may not assign, transfer or sell all or a portion of its rights and interests to and under this Note to any persons and any such purported transfer shall be void ab initio.  The Lender may transfer and assign this Note at its sole discretion subject to applicable laws, rules and regulations pertaining to such transfers as to which a legal opinion of counsel to Lender shall be required to be delivered to Borrower, in form and substance acceptable to Borrower.

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Ardent Mines Limited Promissory Note

4.   The failure at any time of the Lender to exercise any of its options or any other rights hereunder shall not constitute a waiver thereof, nor shall it be a bar to the exercise of any of its options or rights at a later date.  All rights and remedies of the Lender shall be cumulative and may be pursued singly, successively or together, at the option of the Lender.  The acceptance by the Lender of any partial payment shall not constitute a waiver of any default or of any of the Lender's rights under this Note.  No waiver of any of its rights hereunder, and no modification or amendment of this Note, shall be deemed to be made by the Lender unless the same shall be in writing, duly signed on behalf of the Lender; and each such waiver shall apply only with respect to the specific instance involved, and shall in no way impair the rights of the Lender in any other respect at any other time.

5.   Any term or condition of this Note may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition.

6.   The Borrower represents and warrants that this Note is the valid and binding obligation of the Borrower, fully enforceable in accordance with its terms.  The execution and delivery by the Borrower of this Note, the performance by the Borrower of its obligations hereunder and the consummation of the transactions contemplated hereby and thereby does not and will not: (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Borrower’s charter instruments; (b) conflict with or result in a violation or breach of any term or provision of any law or order applicable to the Borrower or any of its assets and properties; or (c) (i) conflict with or result in a violation or breach of, or (ii) result in or give to any person any rights or create any additional or increased liability of the Borrower under or create or impose any lien upon, the Borrower or any of its assets and properties under, any contract or permit to which the Borrower is a party or by which its assets and properties are bound.

7.   If any provision of this Note is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Note will not be materially and adversely affected thereby, (i) such provision will be fully severable; (ii) this Note will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; (iii) the remaining provisions of this Note will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from; and (iv) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Note a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

8.   Any notice, authorization, request or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given two days after it is sent by an internationally recognized delivery service to the address of record of the Lender or the Borrower, respectively.  Any party may change its address for such communications by giving notice thereof to the other parties in conformity with this Section.

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Ardent Mines Limited Promissory Note

9.   This Note shall be governed by and construed under the laws of the State of incorporation of the Borrower as applied to agreements entered into and to be performed entirely within such State.  Each party hereby irrevocably consents to the jurisdiction of the courts of any competent jurisdiction over one or more of the parties.  In any such litigation the Borrower waives personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail directed to the registered corporate office of Borrower in the State of its incorporation. The Borrower hereby expressly waives trial by jury in any litigation in any court with respect to, in connection with, or arising out of this Note or the validity, protection, interpretation, collection or enforcement hereof and the Borrower hereby waives the right to interpose any setoff or non-compulsory counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, counterclaim or cross-claim.

10.   A default shall exist on this Note if any of the following occurs and is continuing:  (i) Failure to pay Principal and any accrued Interest on the Note on or before the Due Date; (ii) Failure by the Borrower to perform or observe any other covenant or agreement of the Borrower contained in this Note; (iii) A custodian, receiver, liquidator or trustee of the Borrower, or any other person acting under actual or purported force of law takes ownership, possession or title to Borrower property; (iv) any of the property of the Borrower is sequestered by court order; (v) a petition or other proceeding, voluntary or otherwise is filed by or against the Borrower under any bankruptcy, reorganization, arrangement, insolvency, readjustment of indebtedness, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; or (vi) the Borrower makes an assignment for the benefit of its creditors, or generally fails to pay its obligations as they become due, or consents to the appointment of or taking possession by a custodian, receiver, liquidator or trustee of the Borrower or all or any part of its property.  Upon any such default, the Borrower shall immediately notify the Lender, and upon notice to the Borrower, the Lender may declare the Principal of the Note, plus accrued Interest, to be immediately due and payable, upon which such Principal and accrued Interest shall become due and payable immediately.  Interest upon default shall thereafter accrue at the rate of 15% per annum, calculated based on a year of 365 days and actual days elapsed from the date of such default.

11.   The Borrower, any endorser, or guarantor hereof or in the future (individually an “Obligor” and collectively “Obligors”) and each of them jointly and severally:  (a) waive presentment, demand, protest, notice of demand, notice of intent to accelerate, notice of acceleration of maturity, notice of protest, notice of nonpayment, notice of dishonor, and any other notice required to be given under the law to any Obligor in connection with the delivery, acceptance, performance, default or enforcement of this Note, any endorsement or guaranty of this Note, any pledge, security, guaranty or other documents executed in connection with this Note; (b) consent to all delays, extensions, renewals or other modifications of this Note, or waivers of any term hereof or thereof, or release or discharge by the Lender of any of Obligors, or release, substitution or exchange of any security for the payment hereof, or the failure to act on the part of the Lender or any indulgence shown by the Lender (without notice to or further assent from any of Obligors), and agree that no such action, failure to act or failure to exercise any right or remedy by the Lender shall in any way affect or impair the Obligations (as hereinafter defined) of any Obligors or be construed as a waiver by the Lender of, or otherwise affect, any of the Lender's rights under this Note, under any endorsement or guaranty of this Note; (c) if the Borrower fails to fulfill its obligations hereunder when due, agrees to pay, on demand, all costs and expenses of enforcement of collection of this Note or of any endorsement or guaranty hereof and/or the enforcement of the Lender's rights with respect to, or the administration, supervision, preservation, protection of, or realization upon, any property securing payment hereof, including, without limitation, all attorney's fees, costs, expenses and disbursements, including, without further limitation, any and all fees related to any legal proceeding, suit, mediation arbitration, out of court payment agreement, trial, appeal, bankruptcy proceedings or any other actions of any nature whatsoever required on the part of Lender or Lender’s representatives to enforce this Note and the rights hereunder; and (d) waive the right to interpose any defense, set-off or counterclaim of any nature or description.

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Ardent Mines Limited Promissory Note

12.   The Borrower will not, by amendment of its Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Borrower, but will at all times in good faith assist in the carrying out of all the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Lender of this Note against impairment.  This Note shall be enforceable against all successors and assigns of Borrower.  Borrower hereby covenants that all of its subsidiaries and affiliates shall jointly and severally perform this Note to the same and full extent on behalf of Borrower if Borrower is unable to perform.

13.   This Note supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and thereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

14.   If the Lender loses this Note, the Borrower shall issue an identical replacement note to the Lender upon the Lender's delivery to the Borrower of a customary agreement to indemnify the Borrower reasonably satisfactory to the Borrower for any losses resulting from issuance of the replacement note.

15.   The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Note, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Note, except as expressly provided in this Note.

[Signature Page Follows]

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Ardent Mines Limited Promissory Note

IN WITNESS WHEREOF, the Borrower has caused this Note to be dated, executed and issued on its behalf, by its duly appointed and authorized officer, as of the date first above written.

Ardent Mines Limited
By:	/s/ Leonardo Riera
	Name: Leonardo Riera
	Title:   President and CEO

Lender:  CRG Finance AG
By:	/s/ Sergei Stetsenko
	Name: Sergei Stetsenko
	Title:   President and CEO

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EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ardent Mines Limited on Form 10-Q for the quarter ended September 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leonardo Riera, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:

(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 15, 2010

By:	/s/ Leonardo Riera
	Name:    Leonardo Riera
	Title:      Principal Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ardent Mines Limited on Form 10-Q for the quarter ended September 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Luis Feliu, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:

(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 15, 2010

By:	/s/ Luis Feliu
	Name:    Luis Feliu
	Title:      Principal Financial Officer