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: December 31, 2010

o 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: 000-50423

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 o

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 o No o

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	o	Accelerated Filer	o
Accelerated Filer	o	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 o

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 February 14, 2011.

ARDENT MINES LIMITED

FORM 10-Q

December 31, 2010

INDEX

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

2

PART I – FINANCIAL INFORMATION

ITEM 1.            FINANCIAL STATEMENTS

Ardent Mines Limited

(An Exploration Stage Company)

December 31, 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)
	December 31,			June 30,
	2010			2010
ASSETS
Current Assets
Cash	$	2,933		$	4,736
TOTAL ASSETS	$	2,933		$	4,736
LIABILITIES AND STOCKHOLDERS’DEFICIT
Current Liabilities
Accounts payable	$	7,550		$	6,060
Loan Payable		250,000			-
Related party advances		43,554			38,490
		301,104			44,550
Accrued Liabilities
Accrued expenses		203,439			-
Accrued director compensation		62,500			-
TOTAL LIABILITIES		567,043			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, 14,957,650 shares issued and outstanding		150			149
Additional paid in capital		551,517			467,018
Deficit accumulated during the exploration stage		(1,075,777	)		(506,981	)
Total Stockholders’ Deficit		(524,110	)		(39,814	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,933		$	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)
													Inception
													(July 27, 2000)
	Three Months Ended						Six Months Ended						Through
	December 31, 2010			December 31, 2009			December 31, 2010			December 31, 2009			December 31, 2010
Operating Expenses:
Consulting Expense	$	1,500		$	2,930		$	6,500		$	7,315		$	320,746
Rent		1,976			-			1,976			-			1,976
Director Compensation		22,500			-			22,500			-			22,500
Executive Compensation		79,000			-			198,500			-			158,500
Filing and Incorporation Fees		4,697			-			4,901			-			8,364
Other General & Administrative		8,502			35			8,862			339			46,925
Legal & Accounting		54,985			5,000			93,492			10,000			256,997
Mining Exploration		-			-			10,000			-			24,588
Advisory Services		200,000			-			200,000			-			200,000
Travel		37,778			-			58,627			-			68,166
Total Operating Expenses		410,938			7,965			605,358			17,654			1,108,763
Interest expense		3,438			-			3,438			-			4,728
OTHER INCOME
Debt Forgiveness		-			-			-			-			37,714
Net loss	$	(414,376	)	$	(7,965	)	$	(608,796	)	$	(17,654	)	$	(1,075,777	)
Net loss per share
Basic and diluted	$	(0.03	)	$	(0.00	)	$	(0.04	)	$	(0.00	)		N/A
Weighted average
shares outstanding- Basic and diluted		14,957,650			14,257,650			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)
	Six Months Ended						Through
	December 31,			December 31,			December 31,
	2010			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(608,796	)	$	(17,654	)	$	(1,115,777	)
Adjustments to reconcile net loss to    cash used in operating activities:
Debt forgiveness		-						(37,714	)
Imputed interest on related party payable		-						1,290
Stock issued for services		84,500						359,500
Change in:
Accounts payable & accrued liabilities		204,929			9,310			232,574
Accrued director compensation		62,500			-			62,500
NET CASH USED IN OPERATING ACTIVITIES		(256,867	)		(8,344	)		(497,627	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock		-			-			190,877
Advances from related party		5,064			7,990			59,683
Proceeds from loan payable		250,000			-			250,000
NET CASH PROVIDED BY FINANCING
ACTIVITIES		255,064			7,990			500,560
NET CHANGE IN CASH		(1,803	)		(354	)		2,933
CASH AT BEGINNING OF PERIOD		4,736			494			-
CASH AT END OF PERIOD	$	2,933		$	140		$	2,933
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 Mines' 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 December 31, 2010, Ardent Mines Limited has incurred an accumulated deficit and has a working capital deficit at December 31, 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

As of December 31, 2010, we have borrowed a total of $250,000 from CRG Finance AG at a rate of 7.5% per annum. This unsecured 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 December 31, 2010, $3,438 in interest has accrued.

NOTE 4 - ADVANCES

As of December 31, 2010, Ardent Mines owes Urmas Turu, the Company’s former president and a current board member, $43,554 that was used for payment of Company expenses.  The amount has no terms of repayment, is unsecured, and bears no interest.

NOTE 5- RELATED PARTY TRANSACTIONS

Pursuant to his Employment Agreement, Leonardo Riera was granted the right to receive fifty thousand (50,000) restricted shares of the Company’s common stock valued at $84,500.  In consideration for services rendered to the Company, Mr. Riera was paid a monthly salary of Twenty Thousand U.S. Dollars ($20,000) per month, retroactive to August 15, 2010. As of December 31, 2010, $50,000 was accrued and unpaid.

F-4

ARDENT MINES LIMITED

(An Exploration Stage Company)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 6 – DIRECTOR COMPENSATION

On November 1, 2010, Gabriel Margent was appointed to the Company’s board of directors and to the position of financial expert on its Audit Committee. Mr. Margent is compensated at a rate of Five Thousand U.S. Dollars ($5,000) per month. Two Thousand Five Hundred U.S. Dollars ($2,500) of this amount shall be payable incrementally on a monthly basis and pro-rated for any partial month of service. The remainder of his compensation 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.

On November 30, 2010, James Ladner was appointed as a member of the board of directors and also the Audit Committee. Mr. Ladner is compensated at a rate of Five Thousand U.S. Dollars ($5,000) per month. Two Thousand Five Hundred U.S. Dollars ($2,500) of this amount shall be payable incrementally on a monthly basis and pro-rated for any partial month of service. The remainder of his compensation 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.

On December 9, 2010, Luciano de Freitas Borges was appointed as a member of the board of directors. Mr. Borges is compensated at a rate of Five Thousand U.S. Dollars ($5,000) per month. Two Thousand Five Hundred U.S. Dollars ($2,500) of this amount shall be payable incrementally on a monthly basis and pro-rated for any partial month of service. The remainder of his compensation 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.

NOTE 7 – 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”). The Company has agreed to pay to CRG the following amounts for the Advisory Services: (i) an inception fee (the “Inception Fee”) of One Hundred Thousand U.S. Dollars ($100,000); and (ii) a monthly services fee (the “Advisory Services Fees”) of Twenty Five Thousand U.S. Dollars ($25,000) per month, payable each month for the period commencing as of September 1, 2010.  CRG shall be paid Ten Thousand U.S. Dollars ($10,000) per month of the Advisory Services Fee beginning September 1, 2010, with the balance of Fifteen Thousand U.S. Dollars ($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 the Services Agreement when such accruals shall be fully due and payable. As of December 31, 2010, Two Hundred Thousand U.S. Dollars ($200,000) has been accrued.

NOTE 8 – SUBSEQUENT EVENTS

On February 4, 2011, the Company’s Board of Directors granted Leonardo Riera options to purchase fifty thousand (50,000) shares of the Company’s common stock at a purchase price of one cent ($.01) per share.  This option was granted in lieu of fifty thousand (50,000) restricted shares he was entitled to receive pursuant to Section 3(b) his Employment Agreement with the Company, dated as of September 27, 2010.

F-5

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.

4

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 and Chief Executive Officer 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.

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.

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.

Negotiations between the Company and Rio Sao Pedro and the Sellers have continued amicably.  The Company is presently engaged in due diligence concerning the prospective acquisition of Rio Sao Pedro.  As a condition to closing of the acquisition of Rio Sao Pedro by the Company, certain outstanding issues among the Sellers must be resolved.  In addition, certain disputes between the Sellers and third parties are also being reviewed.  The Company has been advised that the Sellers intend to resolve all internal issues and disputes with third parties during the foreseeable future, however, as of the date of this report no assurances or guarantees can be given in respect of closing the acquisition of Rio Sao Pedro by the Company.

Exploration and Acquisition Agreement to Acquire Capri General Trading Co. Ltd.

On December 12, 2010, the Company entered into an Exploration and Acquisition Agreement (the “Capri Agreement”) with Afrocan Resources Ltd. (“Afrocan”), a company incorporated in British Columbia, Canada.  Afrocan owns 100% of all issued and outstanding shares of Capri General Trading Co. Ltd. (“Capri”), which is the legal and beneficial owner of 100% of all mineral rights as per Tanzanian License No. PL 1761/2001 (the “Shenda License”). The Shenda License is the mineral rights for a property situated approximately 53 kilometers West North West of Kahama in the Bukombe District, in the Shinyanga Region of Tanzania. Subject to the closing of the transaction, Capri will become a wholly owned subsidiary of the Company.

Pursuant to the Capri Agreement, the Company intends to conduct exploration activities at the property covered by the Shenda license (the “Shenda Property”) over the following twelve months (such costs, the “Exploration Costs”).  In the event that the Company shall ascertain commercially available and commercially exploitable reserves of not less than Four Hundred Thousand (400,000) ounces of gold at the Shenda Property, the Company shall acquire all of the issued and outstanding equity interests in Capri (the “Capri Shares”) from Afrocan.  In exchange for the acquisition of the Capri Shares, the Company shall issue to Afrocan shares of the Company having an aggregate value of Nine Million U.S. Dollars ($9,000,000) (the “Ardent Shares”).  The price per share shall be determined at the lower of Five U.S. Dollars ($5.00) per share or the average closing price of the publicly traded common stock of the Company on the five (5) consecutive days prior to the closing.  In the event that the Exploration Costs exceed Three Million U.S. Dollars ($3,000,000), the number of Ardent Shares to be delivered shall be reduced accordingly, so that the total value of the purchase price shall not exceed Twelve Million U.S. Dollars ($12,000,000).

5

The closing of the Capri Agreement transaction is subject to final due diligence satisfactory to the Company and the completion and execution of detailed long form agreements supplementing the terms and conditions of the Capri Agreement, 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 and Afrocan have agreed to exclusivity and not to solicit or negotiate any alternative transactions.

Following the closing, the Company shall undertake to raise such funds as are necessary for the development of mining operations at the property covered by the Shenda License and the general operating expenses of the Company.

Compensation of Officers and Directors

Pursuant his employment agreement, the Company’s President and Chief Executive Officer, Leonardo Riera, was to be granted fifty thousand (50,000) restricted shares of the Company’s common stock (the “Restricted Shares”).  On February 4, 2011, the Company’s Board of Directors granted Leonardo Riera options to purchase fifty thousand (50,000) shares of the Company’s common stock at a purchase price of one cent ($.01) per share.  This option was granted in lieu of the Restricted Shares.

On November 1, 2010, Gabriel Margent was appointed to our board and to the position financial expert on our Audit Committee. The Company and Mr. Margent have agreed that his compensation shall initially be five thousand U.S. Dollars ($5,000) per month.  Two thousand five hundred U.S. Dollars ($2,500) of this amount shall be payable incrementally on a monthly basis and pro-rated for any partial month of service, 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 this compensation 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.  The Company and Mr. Margent have agreed that an option grant from the Company to Mr. Margent shall be set at a future date.

On November 30, 2010, James Ladner was appointed as a member of our board of directors and also the Audit Committee. The Company and Mr. Ladner have agreed that his compensation shall initially be five thousand U.S. Dollars ($5,000) per month. Two thousand five hundred U.S. Dollars ($2,500) of this amount shall be payable incrementally on a monthly basis and pro-rated for any partial month of service, 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 this compensation 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. The Company and Mr. Ladner have agreed that an option grant from the Company to Mr. Ladner shall be set at a future date.

On December 9, 2010, Luciano de Freitas Borges was appointed as a member of our board of directors. The Company and Mr. Borges have agreed that his compensation shall initially be five thousand U.S. Dollars ($5,000) per month.  Two thousand five hundred U.S. Dollars ($2,500) of this amount shall be paid on a monthly basis and the remainder of this compensation 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 paid.  In addition, Mr. Borges shall be eligible to receive a future grant of options to purchase 200,000 shares of the Company’s common stock.  In addition to Mr. Borges’ service as a Member of the Board, he shall provide consulting services to the Company through Ad Hoc Associated Advisors Inc. (the “Technical Advisor”), a Company of which he is the Chief Executive Officer.  Such consulting services shall relate to the Company’s mining activities, and shall be governed by the Technical Advisory Services Agreement dated as of December 9, 2010 (the “Ad Hoc Agreement”), by and between the Company and the Technical Advisor.  The Company shall compensate the Technical Advisor as follows: (i) The Technical Advisor shall be paid at a rate of Two thousand five hundred U.S. Dollars ($2,500) per month; and (ii) be eligible to receive a bonus of restricted common stock.  Either party may terminate the Ad Hoc Agreement on thirty (30) days written notice.

6

Results of Operations

Revenues

During the period ended December 31, 2010 we did not earn any revenues and incurred a net loss of $608,796. During the period ended December 31, 2009 we did not earn any revenues and incurred a net loss of $17,654.

Expenses

During the three months ended December 31, 2010 we incurred total expenses of $414,376 which included $1,500 in consulting fees, $54,985 in legal and accounting fees, $4,697 in filing and incorporation fees, $8,502 in other general and administrative fees, $101,500 in officer and director compensation, $1,976 in rent, $0 in mining and exploration, $3,438 in interest, $200,000 in advisory services and $37,778 for travel expenses. Comparatively, during the same period in 2009, we incurred total expenses of $7,965 which included $2,930 in consulting fees, $5,000 in legal and accounting fees, $35 in other general and administrative fees and $0 for travel expenses.

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.

The Company will require significant additional funding in order to conduct proposed operations for the next year.  The amount of funding required will be determined by the number of acquisitions of mining properties the Company engages in during such time.

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 October 19, 2010, the Company entered into a Convertible Promissory Note with CRG Finance AG. CRG Finance AG 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%), calculated based on a year of 365 days and actual days elapsed. After the first anniversary thereof, the loan shall be due thirty (30) days after a demand is made by CRG Finance AG. In lieu of payment in cash, the CRG Finance AG 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 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. As of December 31, 2010, we have borrowed a total of $250,000 from CRG Finance AG.

7

As of December 31, 2010 we had current assets of $2,933, current liabilities of $567,043 and a working capital of deficit $564,110.  As of December 31, 2010 we had total assets of $2,933 comprised entirely of cash.

During the period ended December 31, 2010 we spent net cash of $256,867 on operating activities, compared to net cash spending of $8,344 on operating activities during the same period in 2009.

Cash provided by financing activities totaled $255,064 for the period ended December 31, 2010 compared to net cash used in financing activities of $7,990 during the same period in 2009.

Subsequent Events

On January 18, 2011, the Company announced that it agreed upon binding and exclusive terms to acquire Gold Hills Mining Ltda (“Gold Hills”), a Brazilian corporation which owns mineral rights on four properties located in Northeastern Brazil, comprising a total area of approximately 3,500 Hectares, collectively to be known as the “Serra do Ouro” project.

The Gold Hills properties are in a gold bearing shear zone, which hosts a 14 km trend of highly mineralized veins, with areas of gold grades in the 10 gr/MT range, underground galleries (built by the CPRM, an agency of Brazil's Ministry of Mines), shafts, and gold-bearing tailings with average grades in the 1 – 3 gr/MT range, yet to be fully evaluated. Gold Hills has secured all mineral rights, and has conducted preliminary geochemical and geophysical work on this area.

The Gold Hills properties are located in Teixeira County, State of Paraiba, and Itapetim County, State of Pernambuco. As per the arrangement with Gold Hills Mining Ltda., the Company will engage in a new survey drilling program during the first 12 to 15 months after the closing of the acquisition, which is expected to occur in March of 2011. The closing of this transaction is subject to the completion of due diligence and other conditions, including the execution of mutually acceptable detailed agreements.

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.

Item 3.            Quantitative and Qualitative Disclosure About Market Risk.

Not Applicable.

8

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 December 31, 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 December 31, 2010 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

9

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.

10

Item 6.             Exhibits.

(a)   Exhibits

Exhibit No.	Description of Exhibits
Exhibit 10.8	Convertible Promissory Note, by and between the Company and CRG Finance AG, dated as of October 19, 2010, incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 15, 2010.
Exhibit 10.9	Agreement, by and between the Company and Luciano de Freitas Borges, dated as of December 9, 2010.
Exhibit 10.10	Technical Advisory Services Agreement, by and between the Company and Ad Hoc Associated Advisors Inc., dated as of December 9, 2010.
Exhibit 10.11	Exploration and Acquisition Agreement, by and between the Company and Afrocan Resources Ltd., dated as of December 12, 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.

11

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: February 14, 2011
	By:	/s/ Leonardo Riera
		Name:	Leonardo Riera
		Title:	Principal Executive Officer
Dated: February 14, 2011
	By:	/s/ Luis Feliu
		Name:	Luis Feliu
		Title:	Principal Financial Officer and Chief Accounting Officer

12

EX-10.9

Ardent Mines Limited

100 Wall Street, 21st Floor

New York, NY 10005

December 9, 2010

Luciano de Freitas Borges

SRTN Quadra 701, Centro Empresarial Norte,

Bloco A, Suites 108/110

Brasilia, DF Brazil

Re:           Appointment to the Board of Ardent Mines Limited

Mr. Borges:

This letter agreement is to confirm our understanding regarding your appointment to the Board of Directors (the “Board”) of Ardent Mines Limited (the “Company”).

1. Upon the approval of the Board, you shall be appointed to serve as Member of the Board until such time as your resignation, removal or the next Annual or Special Meeting of the Shareholders of the Company.

2. You hereby consent to serve as a Member of the Board, and shall assume such position upon notice of proper appointment thereof.

3. Your compensation as a Member of the Board shall initially be five thousand U.S. Dollars ($5,000) per month.  Two thousand five hundred U.S. Dollars ($2,500) of this amount shall be payable incrementally on a monthly basis and pro-rated for any partial month of service, 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 this compensation 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.

4. Within thirty (30) days of the completion of either of the two conditions set forth below, you shall receive a stock option grant as follows.  Upon the execution of a stock option agreement in the Company’s standard form, you shall be given a grant of options to purchase 200,000 shares of the Company’s common stock, which options shall vest at a rate of 33.3% per year from the date of grant, at a strike price equal to 80% of the average closing price of the Company’s common stock on the thirty (30) business days prior to the date on which such grant is approved by the Company’s Board of Directors.

Luciano de Freitas Borges	Ardent Mines Limited
Correspondence	December 9, 2010

The Board of Directors shall not approve such grant until the first to occur of the following:

(i) The Company shall have received capital investments in the amount of ten million U.S. Dollars ($10,000,000); or

(ii) The Company shall have closed the acquisition of a gold mining operation with proven reserves at time of acquisition of not less than Four Hundred Thousand (400,000) ounces of gold.

In the event that that your services as a Member of the Board are terminated for any reason prior to the vesting of such options, including but not limited to your termination, resignation, death or disability, the unvested portion of such options shall be cancelled.

5. In addition to your service as a Member of the Board, you shall provide consulting services to the Company through Ad Hoc Associated Advisors Inc., an entity of which you are the President and Senior Partner.  Such consulting services shall relate to the Company’s mining activities, and shall be governed by the Technical Advisory Services Agreement in the form of Exhibit A, attached hereto and made a part hereof.

If you agree with the terms set forth herein, please execute this letter below.  Thank you very much.

Sincerely yours,

/s/ Leonardo Riera

Leonardo Riera

Chief Executive Officer

Acknowledged and Agreed:

/s/ Luciano de Freitas Borges

Name: Luciano de Freitas Borges

Date: December 9, 2010

2

Luciano de Freitas Borges	Ardent Mines Limited
Correspondence	December 9, 2010

Exhibit A

Technical Advisory Services Agreement

3

EX-10.10

TECHNICAL ADVISORY SERVICES AGREEMENT

         This Technical Advisory Services Agreement (the “Agreement”) is made and entered into by and between Ardent Mines Limited (the “Company”), having a principal place of business located at 100 Wall Street, 21st Floor, New York, NY 10005 and Ad Hoc Associated Advisors Inc. (the “Technical Advisor”) having a principal address as set forth on the signature page hereto.

         WHEREAS, The Company desires to engage the Technical Advisor to act as a technical consultant and advisor in connection with the Company's business matters;

         WHEREAS, The Technical Advisor has experience in evaluating potential mining operations and providing technical business assessments and advisory services to corporations, partnerships and other business organizations with respect to mining operations;

         WHEREAS, the Company is seeking and the Technical Advisor is willing to furnish such business consulting and advisory services to the Company on the terms and conditions hereinafter set forth.

         NOW THEREFORE, in consideration of, and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

         1.  PURPOSE. The Company hereby engages the Technical Advisor on a non-exclusive basis for the term specified in this Agreement to render consulting and advisory services with respect to the Company’s contemplated mining operations upon the terms and conditions set forth herein.

         2.  REPRESENTATIONS. The Technical Advisor represents and warrants to the Company that it is free to enter into this Agreement and the business consulting and advisory service to be provided pursuant to this Agreement are not in conflict with any other contractual or other obligation to which the Technical Advisor is bound. The Company acknowledges that the Technical Advisor is in the business of providing business consulting and advisory services to other mining operations and that nothing herein contained shall be construed to limit or restrict the Technical Advisor in conducting such business with respect to others, or rendering such services to others except to the extent expressly set forth herein.

         3.  DELIVERABLES OF THE TECHNICAL ADVISOR. During the term of this Agreement, the Technical Advisor will provide to the Company the consulting and advisory services as specified below and make such other deliveries of services as may be reasonably requested by the Company from time to time.  The Technical Advisor shall provide the services of its employees to the Company for a total of approximately fifteen (15) to twenty (20) hours per week.  In the performance of these duties, the Technical Advisor shall provide the Company with the benefits of its best judgment and efforts.  The Technical Advisor's business consulting and advisory deliverables under this Agreement shall include the following:

Technical Advisory Services Agreement

(a) Review of the technical and geological features of any potential Company mining projects, including the review of geological and economic feasibility studies;

(b) Assist Company personnel and counsel to the Company with the preparation of descriptions of the Company’s technical operations for purposes of regulatory compliance disclosures to be made in filings with the U.S. Securities & Exchange Commission and provide authorization to be specified as an expert on the subject of mining projects relative to the information provided for such filings;

(c) Assist the Company in the preparation and delivery of its presentations for potential investors; and

(d) Advise the Company’s Board of Directors and Management from time to time on an as-needed basis.

         4.  TERM. The initial term of this Agreement shall be for a period commencing on the execution of this Agreement and continuing until the first anniversary of the date of this Agreement.  Either party hereto may terminate this Agreement on thirty (30) days written notice.

         5.  FEE. In consideration of the business consulting and advisory services to be rendered pursuant to this Agreement, the Company agrees to compensate the Technical Advisor as follows:

(a) The Technical Advisor shall be paid at a rate of Two thousand five hundred U.S. Dollars ($2,500) per month.

(b) In the event that the Technical Advisor is able to assist the Company in the identification, due diligence and closing of the acquisition of a gold mining operation with proven reserves at time of acquisition of not less than Four Hundred Thousand (400,000) ounces of gold, the Technical Advisor shall receive a bonus from the Company within ninety (90) days of such Closing, consisting of shares of restricted common stock of the Company, in an amount to be determined based on the size and projected profitability of the deal.

         6.  EXPENSES. In addition to the fees payable hereunder, the Company shall reimburse the Technical Advisor, within thirty (30) business days of its request, for any and all reasonable out-of-pocket expense incurred in connection with the services performed by the Technical Advisor pursuant to this Agreement, including (i) reasonable hotel, meals and associated expenses; (ii) reasonable charges for travel; and (iii) other reasonable expenses spent or incurred on the Company's behalf; provided, however, that any and all such expenses must be pre-approved by the Company’s Chief Executive Officer in writing.

2

Technical Advisory Services Agreement

         7.  DUE AUTHORIZATION. The Company represents and warrants to the Technical Advisor that the engagement of the Technical Advisor hereunder has been duly authorized and approved by the board of directors of the Company and this Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company.

         8.  USE OF INFORMATION. The Technical Advisor acknowledges that all opinions and advice (written or oral) given by the Technical Advisor to the Company in connection with the engagement of the Technical Advisor are intended for the sole use and benefit of the Company and the Technical Advisor agrees that no person or entity other than the Company shall be permitted, directly or indirectly, to make use of all or a portion of the advice of the Technical Advisor to be given to the Company, including, without limitation, any and all notes, observations, drafts, memoranda documents, and any and all ancillary materials thereto, and none of the Technical Advisor’s information pertaining to such subject matter shall be used for advice to any other person or for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, and the Technical Advisor may not make any references to any third parties regarding any such information.

         9.  CONFIDENTIALITY.  In the performance of its services, the Technical Advisor may look to such factual information, economic advice and/or research upon which to base its advice to the Company hereunder as the Technical Advisor shall in good faith deem reasonable and appropriate.  Except as contemplated by the terms hereof or as required by applicable law, the Technical Advisor shall keep confidential all non-public information obtained from the Company or in connection with the undertakings hereunder, and shall not disclose such information to any third party without the Company's prior consent, other than such of its employees and advisors as the Technical Advisor determines to have a need to know.

         10.  THE TECHNICAL ADVISOR AS AN INDEPENDENT CONTRACTOR.  The Technical Advisor shall perform its services hereunder as an independent contractor.  The Technical Advisor’s officers, directors and employees shall not be deemed to be employees of the Company or affiliates thereof. It is expressly understood and agreed to by the parties hereto that the Technical Advisor shall have no authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be agreed to expressly by the Company in writing from time to time.

         11.  ENTIRE AGREEMENT. This Agreement between the Company and the Technical Advisor constitutes the entire agreement and understanding of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth herein.

3

Technical Advisory Services Agreement

         12.  MISCELLANEOUS.

(a) Any notice or communication permitted or required hereunder shall be in writing and shall be deemed sufficiently given if hand-delivered or sent by facsimile and postage prepaid by certified or registered mail, return-receipt-requested, to the respective parties herein or to such other address as either party may notify the other in writing.

(b) This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, legal representative and assigns.  This Agreement may be assigned by the Company without the consent of the Technical Advisor.  This Agreement may not be assigned by the Technical Advisor without the written consent of the Company.

(c) This Agreement may be executed in any number of counterparts, each of which together shall constitute one and the same original document.

(d) No provision of this Agreement may be amended, modified or waived, except in a writing signed by all of the parties hereto. All provisions regarding use of information, confidentiality and all miscellaneous provisions shall survive termination of this Agreement.

(e) This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(f) 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.

[Signature Page Follows]

4

Technical Advisory Services Agreement

IN WITNESS WHEREOF, the parties hereto, upon proper authority, have caused this Agreement to be duly executed, on the 9th day of December, 2010.

Ardent Mines Limited

By:	/s/ Leonardo Riera
	Name: Leonardo Riera
	Title:   President

Technical Advisor

By:	/s/ Luciano de Freitas Borges
	Name:	Luciano de Freitas Borges
	Title:
	Address:	SRTVN, Q 705
		Bloco A, Suites 108/110
		Brasilia, DF Brazil

5

EX-10.11

Ardent Mines Limited

100 Wall Street, 21st Floor

New York, NY 10005, USA

Afrocan Resources Ltd.

Head Office

1710 - 1177 West Hastings Street

Vancouver, B.C., Canada V6E 2L3

Attention:  Mr. Brian Barrett, CFO

South Africa

4 Martha Street, Marlboro North

2063 Johannesburg

Re:  Exploration and Acquisition Agreement

Re:  Capri General Trading Company Limited

Gentlemen:

The purpose of this Exploration and Acquisition Agreement (this “Agreement”), dated as of the date set forth on the signature page hereto, is to summarize our recent discussions and formalize an agreement by and between Ardent Mines Limited (“Ardent”) - incorporated in the State of Nevada, U.S.A., and Afrocan Resources Ltd. - incorporated in British Columbia, Canada (“Afrocan”).

1 Terms of the Transaction.

1.1 The Exploration.  Ardent hereby agrees to conduct, and/or pay for the conduct of exploration activities at the property covered by License No. PL 1761/2001 (previously known as License No. PL 246/94) as applied August 14, 2008 (such license is referred to herein as the “Shenda License”).  The Shenda License is the mineral rights for a property situated approximately 53 kilometers West North West of Kahama in the Bukombe District, in the Shinyanga Region of Tanzania.  The mining license applied is bound by the following coordinates: Point Latitude (S) Longitude (E) A 030 39’ 54.7” 320 07’ 00”; B 030 39’ 54.7” 320 09’ 30”; C 030 41’ 05.2” 320 09’ 30”; and D 030 41’ 05.2” 320 07’ 00.”  The Shenda License covers the mining rights over approximately 10.0 square kilometers (such property, the “Shenda Property”).

1.2 Exploration Cost.  Ardent shall pay such amounts for the exploration of the Shenda Property (such costs, the “Exploration Costs”) as the officers and directors of Ardent and Afrocan shall mutually, reasonably determine as appropriate in consultation with geologists and such other experts as may be reasonably necessary.

1.3 Exploration Period.  Ardent’s exploration of the Shenda Property shall be conducted over the twelve months from the date hereof, however, the period of such exploration may be shortened or extended as Ardent may reasonably determine to implement the terms of this Agreement.

Ardent Mines Limited - Afrocan Resources Ltd. -

Exploration and Acquisition Agreement

1.4 The Acquisition.  In the event that Ardent shall ascertain commercially available and commercially exploitable reserves, as determined in its sole and reasonable discretion, of not less than Four Hundred Thousand (400,000) ounces of gold at the Shenda Property (such gold reserves as referred to herein as the “Acquisition Threshold”), Ardent shall at Closing (as defined below) acquire from Afrocan 100% of all issued and outstanding equity interests (the “Capri Shares”) of Capri General Trading Co. Ltd. - incorporated in Tanzania (“Capri”), subject to the conditions set forth herein.  Capri is the legal and beneficial owner of the Shenda License.

1.5 Purchase Price.  In exchange for the acquisition of the Capri Shares, Ardent shall pay to Afrocan at Closing the Purchase Price, as defined below.  The Purchase Price shall be equal to the sum of (i) the Exploration Costs; and (ii) shares of Ardent having an aggregate value of Nine Million U.S. Dollars ($9,000,000) (the “Ardent Shares” and together with the Exploration Costs, the “Purchase Price”), with the Ardent Shares having the lower of a deemed a value of Five U.S. Dollars ($5.00) per share or the average closing price of the publicly traded common stock of Ardent on five (5) consecutive days prior to the Closing.  In the event that the Exploration Costs exceed Three Million U.S. Dollars ($3,000,000), the number of Ardent Shares to be delivered shall be reduced accordingly, so that the total value of the Purchase Price shall not exceed Twelve Million U.S. Dollars ($12,000,000).

1.6 The Ownership Interests.  At the Closing, Capri will own one hundred percent (100%) of all mineral rights in the Shenda License.  At Closing, no party other than Ardent shall have any right, title or interest in the Capri Shares or the Shenda License or any additional mineral rights associated with the property covered by the Shenda License.  There shall at Closing be no options, or any other equity interests, contingent or otherwise, of any nature or kind in the Capri Shares or in the Shenda License except for the rights held by Ardent.  The Capri Shares and the Shenda License 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.

1.7 Financing.  Following the Closing, to the extent determined by the officers of Ardent, in their reasonable discretion, Ardent shall undertake, on a commercially reasonable basis, to raise such funds as are necessary for (i) the development of mining operations at the property covered by the Shenda License; and (ii) the general operating expenses of Ardent. Such funds shall be raised in a private placement of new Ardent common stock.

1.8 Share Capitalization.  Afrocan acknowledges that (i) as of the date hereof, Ardent is publicly traded company in the United States, with 14,957,650 shares issued and outstanding; and (ii) it is Ardent’s intent to issue additional shares of its common stock subsequent to the date hereof, including without limitation, in connection with the Financing Shares, for purposes of acquiring other mineral rights, fund raising for operations and expansion, and for purposes of compensating employees, officers and directors.

2

Ardent Mines Limited - Afrocan Resources Ltd. -

Exploration and Acquisition Agreement

1.9 Adjacent Lands. Capri has ownership of certain mineral rights on lands adjacent to the Shenda License.  Afrocan agrees that Capri will not enter into any agreements relative to such adjacent mineral rights prior to the Closing so that on the date of the Closing they will still be held by Capri in the same state as they are at the date hereof.

1.10 Failure to Close.  In the event that Ardent is unable to identify gold reserves at the Shenda Property equal to or greater than the Acquisition Threshold, Afrocan shall reimburse Ardent for the total Exploration Costs incurred.  Pending the receipt of such reimbursement, or in the event that Afrocan is unable to pay such funds, Ardent shall be granted a lien on the Shenda License equal to the total Exploration Costs incurred.  In such event, Ardent shall be granted the right to approve or deny any proposed sale of the Shenda License, the Capri Shares or any other ownership or royalty interest therein until such time as the Exploration Costs are repaid to Ardent in full.  In the event that Ardent is not reimbursed within twelve (12) months of the completion of its exploration, any and all accumulated Exploration Costs will commence accruing interest rate of Eight Percent (8%) per annum.

2 Closing Conditions.

Consummation of the acquisition of the Capri Shares and the underlying Shenda License will be subject to the following closing conditions:

2.1 Due Diligence and Continuity of Capri.  At the Closing, Capri 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 its ownership of the Shenda License.  Afrocan 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 Capri, which Capri then has and which shall remain fully effective following the Closing to legally facilitate continuity of Capri’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.  At the Closing there shall not be any material adverse change in regard to the corporate status of Capri or in the Shenda License or operations at the property of the Shenda License.  At the Closing, Afrocan shall represent and warrant to Ardent that Capri has the sole rights with free and clear ownership titles to the Shenda License, and no other persons, business organizations or governmental entities have any rights or claims thereto.

2.2 Detailed Agreements. Afrocan and Ardent will mutually prepare a detailed long form agreement (the “Long Form 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 Capri Shares, the assessment of all gold ore reserves in the Shenda License, the status of all governmental licenses, permits, authorizations, legal and regulatory compliance to engage in the business of mining, valid continuation of all contracts, absence of any material adverse conditions, and indemnification provisions covering the same.  Notwithstanding anything to the contrary herein, this Agreement 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.  Time is of the essence.

3

Ardent Mines Limited - Afrocan Resources Ltd. -

Exploration and Acquisition Agreement

2.3 Exclusive Dealing.  Capri and Afrocan and any and all of their 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 Closing. In the event that the Acquisition Threshold has been met, Afrocan and Ardent shall use their best efforts to finalize and sign the Long Form Agreement reflecting the terms and conditions herein together with all ancillary agreements and accomplish the Closing as soon as reasonably possible after such determination, with a target Closing date not later than one hundred and twenty (120) days thereafter.  Upon satisfaction (or waiver) of the conditions set forth in herein, the parties shall exchange ownership of the Capri Shares and the Purchase Price, and execute and deliver any and all necessary ancillary documents, certificates and instruments required thereof (the “Closing”).

3 Other Terms and Conditions.

3.1 Carry on in Ordinary Course.  Afrocan agrees that from and after the date of execution of this Agreement, Capri shall conduct and carry on its businesses at the location of the Shenda License only in the ordinary course consistent with past practices.  Capri shall not take any actions out of the ordinary course of businesses regarding the Shenda License.  Neither Afrocan nor Capri shall take any action that could reasonably be expected to adversely affect Afrocan’s ability to execute, deliver or perform in accordance with this Agreement.

3.2 Each Party to Bear Own Expenses.  The parties will each bear their own respective expenses incurred in connection with the negotiation, preparation and documentation - including the Long Form Agreement - 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 acquisition shall be paid from proceeds of the Financing Shares.

3.3 No Other Agreements; Forward Looking Statements; Amendments.  This Agreement 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.  This Agreement and any and all terms and conditions herein may only be waived, modified or amended by a writing executed by the parties.  Afrocan acknowledges that Ardent may from time to time have other business agreements, and may acquire other properties. Provided that when the Long Form Agreement is signed by Ardent and Afrocan it will wholly replace this Agreement and the terms in this Agreement shall cease to be binding on Ardent and Afrocan.  Ardent may engage and pay other professional organizations, underwriters and service providers as determined by its 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.

4

Ardent Mines Limited - Afrocan Resources Ltd. -

Exploration and Acquisition Agreement

3.3.1 Public Company Compliance.  Afrocan acknowledges that Ardent is a public company and will be required to make detailed disclosures regarding the acquisition of Capri (and indirectly the Shenda License), its business, its management, its financial condition, risk factors associated with the business, and other matters required by the U.S. Securities Act of 1933 and the U.S. Securities Exchange Act of 1934 (together the “Acts”), and the respective rules and regulations promulgated thereunder.  All Ardent Shares issued to Afrocan will be restricted securities and will be subject to compliance with the Acts, as to which Ardent shall assist Afrocan in respect of such compliance thereof.  Afrocan 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 with its filing, disclosure and compliance requirements.

3.4 Confidentiality. The parties acknowledge that public companies are subject to specific laws, rules and regulations prohibiting “insider trading” and Afrocan agrees to not trade in the securities of Ardent until all applicable and required public announcements have been made 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, Afrocan, Capri, or the Shenda License 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.

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Ardent Mines Limited - Afrocan Resources Ltd. -

Exploration and Acquisition Agreement

3.5 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 Construction.  This Agreement shall be deemed to have been jointly negotiated and drafted by the parties and shall not be construed against either 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 Agreement shall be governed by and interpreted under the laws of the jurisdiction of incorporation of Ardent.

3.7 Assignment.  Neither this Agreement 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 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 Counterparts. This Agreement may be executed in one or more counterparts (with the parties agreeing in principle to produce two 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.

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Ardent Mines Limited - Afrocan Resources Ltd. -

Exploration and Acquisition Agreement

We respectfully request that if you accept the terms and conditions as set forth in this Agreement, please countersign and deliver to us a counterpart acceptance of this Agreement.  Please do not hesitate to contact us if you have any questions or comments.

Sincerely yours,

	Ardent Mines Limited
By:	/s/ Leonardo Riera
Name:	Leonardo Riera
Title:	President and CEO
Date:
Address for Notices:	100 Wall Street, 21st Floor
	New York, NY 10005 USA
AGREED:
	Afrocan Resources Ltd.
By:	/s/ Brian Barrett
Print Name:	Brian Barrett
Title:	President and Chief Financial Officer
Date:	December 12, 2010
Address for Notices:	Afrocan Resources Ltd.
	1710 - 1177 West Hastings Street
	Vancouver, B.C. V6E 2L3
	South Africa
	4 Martha Street, Marlboro North
	2063 Johannesburg

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EX-31.1

Exhibit 31.1

OFFICER'S CERTIFICATION PURSUANT TO SECTION 302

I, Leonardo Riera, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Ardent Mines Limited;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

February 14, 2011

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

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 December 31, 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: February 14, 2011

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 December 31, 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: February 14, 2011

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