10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: June 30, 2011

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 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 of other jurisdiction of	(IRS Employer Identification
incorporation or organization)	Number)

100 Wall Street, 21st Floor

New York, NY 10005

(Address of principal executive offices)

855-273-3686

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: ¨

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	¨
Non-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 ¨ No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $45,857,800 at December 31, 2010.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: The Issuer had 16,013,650 shares of Common Stock, par value $.00001, outstanding as of August 17, 2011.

TABLE OF CONTENTS

ITEM 1: BUSINESS	4
ITEM 1A: RISK FACTORS	8
ITEM 1B: UNRESOLVED STAFF COMMENTS	12
ITEM 2: PROPERTIES	12
ITEM 3: LEGAL PROCEEDINGS	12
ITEM 4: RESERVED	13
ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	14
ITEM 6: SELECTED FINANCIAL DATA	16
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	20
ITEM 9A: CONTROLS AND PROCEDURES	20
ITEM 9B: OTHER INFORMATION	20
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	21
ITEM 11: EXECUTIVE COMPENSATION	25
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	27
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	29
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES	30
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	31
SIGNATURES	33

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The following cautionary statements identify important factors that could cause our actual results to differ materially from those projected in forward-looking statements made in this Annual Report on Form 10-K (this “Report”) and in other reports and documents published by us from time to time. Any statements about our beliefs, plans, objectives, expectations, assumptions, future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “believes,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intend,” “plan,” “projection,” “outlook” 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 we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are 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 our 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 to carefully read all “Risk Factors” set forth under Item 1A and not to place undue reliance on any forward-looking statements. We disclaim 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. New factors emerge from time to time, and it is not possible for us to predict which will arise or to assess with any precision the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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

SPECIAL NOTE REGARDING SHELL STATUS

Due to the growth, development and operations of the Company, the Company has ceased to be a “shell company” as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934.  In connection with this development, this Report includes the information which is required by U.S. Securities and Exchange Commission Form 10, the General Form for the Registration of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934.

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PART I

ITEM 1:  BUSINESS

Corporate Information

We were incorporated in the State of Nevada on July 27, 2000. We are presently engaged in the acquisition and exploration of mining properties.  The Company’s address is 100 Wall Street, 21st Floor, New York, NY 10005. The Company’s telephone number is (855) 273-3686.

Background

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, and later determined not to pursue its remaining claim in Canada.   The Company subsequently determined to pursue other mining development opportunities.

The Company’s Current Business Operations

During the period covered by this Report, the Company has appointed new officers and directors, opened a new office, and negotiated and conducted due diligence regarding several potential acquisitions.  The Company’s most significant achievement to date has been its acquisition of Gold Hills Mining Ltda., as described below.

Gold Hills Mining Ltda.

In January of 2011, the Company entered into a term sheet to acquire Gold Hills Mining Ltda. (“Gold Hills”), a Brazilian corporation which possesses rights for mineral extraction on properties located in Northeastern Brazil.  After the completion of due diligence, on May 4, 2011, the Company acquired Gold Hills pursuant to a Purchase Agreement (the “Purchase Agreement”) by and between the Company, Gold Hills and the two shareholders of Gold Hills (such shareholders are referred to herein as the “Sellers”).  Pursuant to the Purchase Agreement, the Sellers have sold to the Company One Hundred Percent (100%) of all the issued and outstanding equity interests (the “Shares”) of Gold Hills in accordance with the following terms:

(a) Payment of two hundred and fifty thousand U.S. dollars ($250,000), which has been paid.

(b) The Company shall conduct an exploration campaign at the properties (the “Exploration”).  Upon the completion of the Exploration, the following amounts shall be paid by Gold Hills to the Sellers:

(i) If the Exploration confirms the existence of gold mineral reserves of less than Three Hundred Thousand (300,000) ounces, no additional payment shall be made by the Company to the Sellers.

(ii) If the Exploration confirms the existence of gold mineral reserves of between Three Hundred Thousand (300,000) and Four Hundred Ninety-Nine Thousand Nine Hundred and Ninety-Nine (499,999) ounces, the additional payment to be made to the Sellers shall be Four Hundred Thousand U.S. Dollars ($400,000).

(iii) If the Exploration confirms the existence of gold mineral reserves of greater than Four Hundred Ninety-Nine Thousand Nine Hundred and Ninety-Nine (499,999) ounces, the additional payment to be made to the Sellers shall be (a) One Million U.S. Dollars ($1,000,000); plus (b) Two U.S. Dollars ($2) per additional ounce in excess of the first Five Hundred Thousand (500,000) ounces, to be paid in four biannual installments starting in twelve (12) months.

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(c) Upon Gold Hills obtaining certain enumerated environmental licenses which are necessary to commence Gold Hills planned mining operations, the Company will make an additional cash payment to the Sellers in the amount of Seven Hundred Thousand U.S. Dollars ($700,000).

(d) Upon the commencement of the successful mining and processing of gold by Gold Hills, the Sellers shall be entitled to receive a royalty equal to Two Percent (2%) of Gold Hills’ gross income, as calculated in accordance with generally accepted accounting principals.

Subject to the Company’s determination of the existence of such gold reserves as set forth above, the Company has agreed to invest Three Million Five Hundred Thousand U.S. Dollars ($3,500,000) in Gold Hills.

Pursuant to the Purchase Agreement, one of the Sellers shall be appointed to Gold Hills’ Board.  The Purchase Agreement also contains standard representations and warranties, and provides for arbitration in the event of any dispute.

Acquisition of Mineral Rights in the State of Para, Brazil

A Brazilian subsidiary of the Company has executed an agreement granting the Company an exclusive option to acquire mineral rights in the Carajas Mineral Province in the State of Para, Brazil. Pursuant to this Exclusive Option Agreement, the Company will commence due diligence regarding this property.  The Company has agreed to initially acquire a 70% interest, and eventually the totality of the mineral rights, after confirmation of mineral resources upon the execution of an initial exploration campaign that the Company estimates will take between 12 to 18 months to complete.

Other Prospective Acquisitions

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).  The Company and Rio Sao Pedro and the Sellers continued negotiations for the acquisition of Rio Sao Pedro amicably for some time, however, at the present time, the Company does not anticipate that this transaction will proceed.

On December 12, 2010, the Company entered into an Exploration and Acquisition Agreement (the “Capri Agreement”) with Afrocan Resources Ltd. (“Afrocan”).  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 on a property in Tanzania (the “Shenda Property”).  The Company agreed that subject to certain conditions, including 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, the Company would conduct exploration activities at the Shenda Property.  In the event that the Company could ascertain certain levels of commercially available and commercially exploitable reserves, the Company would acquire all of the issued and outstanding equity interests in Capri from Afrocan in exchange for shares of the Company’s common stock.  As of the date of this Report, the Company is no longer actively pursuing the Capri transaction.

During 2011, the Company agreed to general terms for the purchase of 100% of the shares of Sociedad Minera Las Cumbres SAC (“Las Cumbres”), the operator of a silver mine located in the Churín region of Peru, approximately 150 miles Northeast of the capital city of Lima.  The Company also entered into an option agreement with Alfredo de Lima SMRL to purchase the mineral rights for the Condorsenga mine, where the Las Cumbres operation is located.  These agreements were subject to certain conditions which were not fulfilled by the counterparties, and the Company is no longer pursuing these transactions.

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Employees and Directors

As of the end of the period covered by this Report, we had two full-time employees.  Mr. Leonardo Alberto Riera was appointed as a member of the Company’s Board of Directors and as the President of the Company on August 25, 2010.  Effective as of September 2, 2010, Mr. Luis Feliu was appointed as the Chief Financial Officer of the Company.  Mr. Riera and Mr. Feliu both devote the majority of their time to the Company’s operations.  In addition, during the period covered by this Report, the Company’s Board of Directors expanded to include Luciano de Freitas Borges, James Ladner and Gabriel Margent.  On August 25, 2010 Mr. Urmas Turu resigned as the President of the Company.  He remained a member of the Company’s Board of Directors until March 22, 2011.

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 strategic advisory services (collectively, the “Advisory Services”). 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 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. During May and June 2011, the inception fee and the accrued monthly service fees through June 2011 were paid in full. In July 2011, Ardent Mines and CRG entered into a suspension agreement whereby the investment banking services were terminated and the monthly service fees beginning July 2011 will no longer be due.  During the year ended June 30, 2011, we borrowed a total of $750,000 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. On October 18, 2011, the loan becomes convertible into common stock at the holder’s option at $3.68 per share.

SUBSEQUENT EVENTS

Press Release Regarding NI 43-101 Compliant Technical Report on Exploration of the Gold Hills Project

On July 5, 2011, the Company announced that it has received a 43-101 Technical Report on Exploration prepared by SRK Consulting (U.S.) Inc. for the Company’s “Serra du Ouro” Project in Brazil. Ardent Mines acquired all mineral rights in the Serra du Ouro project area, containing a highly mineralized vein of approximately 13 Kilometers in length, by purchasing 100% of the shares of Gold Hills Mining Ltda. in May of 2011.  The SRK report is filed as an Exhibit hereto and is also available on Ardent Mines' website www.ardentmines.com. The report was prepared upon SRK's completion of a site visit and the analysis of geological and geophysical evidence. SRK confirmed the existence of a highly mineralized vein containing gold of high grade (4 to 7 g/t), originally prospected by the CPRM, an agency of the Brazilian government.

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Where You Can Find More Information

The Company files annual, quarterly and other requisite filings with the U.S. Securities and Exchange Commission (the “SEC”).  Members of the public may read and copy any materials which we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Members of the public may obtain additional information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, as well as other information regarding issuers that file electronically with the SEC. This site is located at http://www.sec.gov.

We maintain an Internet website at www.ardentmines.com. In addition to news and other information about our company, we make available on our website our annual report on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after we electronically file this material with, or furnish it to, the Securities and Exchange Commission and copies of our Code of Ethics. The information available on our website is provided for convenience only and is not incorporated into this Report.

You may also request a copy of our filings at no cost, by writing or telephoning us at:

Ardent Mines Limited

100 Wall Street, 21st Floor

New York, NY 10005

Telephone: (855) 273-3686

Attention: Leonardo Riera

Title: Chief Executive Officer

 

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ITEM 1A.  RISK FACTORS

An investment in our Company involves a risk of loss. You should carefully consider the risks described below, before you make any investment decision regarding our Company. Additional risks and uncertainties may also impair our business. If any such risks actually materialize, our business, financial condition and operating results could be adversely affected. In such case, the trading price of our common stock could decline.

Risks Related to Our Company

We have not yet commenced revenue generating operations under our business model and we have no past performance which can serve as an indicator of our future potential.

We are presently at the early stages of the implementation of our business plan.  Our most recent financial statements will therefore not provide sufficient information to assess our future prospects.  Our likelihood of success must be considered in light of all of the risks, expenses and delays inherent in establishing a new business, including, but not limited to unforeseen expenses, complications and delays, established competitors and other factors.

Our Auditors have issued an opinion expressing uncertainty regarding our ability to continue as a going concern.  If we are not able to continue operations, investors could lose their entire investment in our Company.

We have a history of operating losses, and may continue to incur operating losses for the foreseeable future. This raises substantial doubts about our ability to continue as a going concern.  Our auditors issued an opinion in their audit report dated August 19, 2011 expressing uncertainty about our ability to continue as a going concern. This means that there is substantial doubt whether we can continue as an ongoing business without additional financing and/or generating profits from our operations.  If we are unable to continue as a going concern and our Company fails, investors in our Company could lose their entire investment.

We need to raise additional capital which may not be available to us or might not be available on favorable terms.

We will need additional funds to implement our business plan as our business model requires significant capital expenditures. We will need substantially more capital to execute our business plan. Our future capital requirements will depend on a number of factors, including our ability to grow our revenues and manage our business. Our growth will depend upon our ability to raise additional capital, possibly through the issuance of long-term or short-term indebtedness or the issuance of our equity securities in private or public transactions. If we are successful in raising equity capital, because of the number and variability of factors that will determine our use of the capital, our ultimate use of the proceeds may vary substantially from our current plans.

We were incorporated in July 2000 and have yet to generate any revenues.  We have losses which we expect to continue into the future. As a result, we may have to suspend or cease operations.

We were incorporated on July 27, 2000, and have not generated any revenues.  Our net loss since inception is significant.  To achieve and maintain profitability and positive cash flow we are dependent upon our ability to generate revenues and control exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the exploration of our mineral properties.  As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease operations.

We will have to hire additional qualified personnel. If we cannot locate qualified personnel, we may have to suspend or cease operations.

We will have to hire additional qualified persons to perform surveying, exploration, and excavation of the Gold Hills property and properties we may acquire in the future.  If we are unable to hire additional skilled employees, our operations will not succeed.

 

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Indebtedness may burden us with high interest payments and highly restrictive terms which could adversely affect our business.

As a matter of Company policy, our financial plans will limit our debt exposure to a reasonable level. However, a significant amount of indebtedness could increase the possibility that we may be unable to generate sufficient revenues to service the payments on indebtedness, when due, including principal, interest and other amounts.   

We may be exposed to tax audits.

Our U.S. federal and state tax returns may be audited by the U.S. Internal Revenue Service (the “IRS”). An audit may result in the challenge and disallowance of deductions claimed by us. We are unable to guarantee the deductibility of any item that we acquire.  We will claim all deductions for federal and state income tax purposes which we reasonably believe that we are entitled to claim. In the event the IRS should disallow any of our deductions, the directors, in their sole discretion, will decide whether to contest such disallowance. No assurance can be given that in the event of such a contest the deductions would be sustained by the courts.

Because we intend to conduct our mineral exploration and development activities outside of the United States, we will be required to obtain approvals from foreign national and local governments.

The Company intends to pursue projects outside of the United States, which may require us to seek the approval of various foreign governments.  Seeking such approvals may be expensive, complex, time consuming and uncertain.

Risks related to our Stock

We do not anticipate paying cash dividends.

We do not anticipate paying cash dividends in the foreseeable future. We intend to retain any cash flow we generate for investment in our business. Accordingly, our common stock may not be suitable for investors who are seeking current income from dividends.  Any determination to pay dividends on our common stock in the future will be at the discretion of our board of directors.

Because the market for our common shares is limited, investors may not be able to resell their common shares.  

Our common shares trade on the Over-the-Counter-Bulletin-Board quotation system. Trading in our shares has historically been subject to very low volumes and wide disparity in pricing. Investors may not be able to sell or trade their common shares because of thin volume and volatile pricing with the consequence that they may have to hold your shares for an indefinite period of time.

There are legal restrictions on the resale of the common shares offered, including penny stock regulations under the U.S. Federal Securities Laws.  

Our common stock may continue to be subject to the penny stock rules under the Securities Exchange Act of 1934, as amended. These rules regulate broker/dealer practices for transactions in “penny stocks.” Penny stocks are generally equity securities with a price of less than $5.00. The penny stock rules require broker/dealers to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations and the broker/dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. The transaction costs associated with penny stocks are high, reducing the number of broker-dealers who may be willing to engage in the trading of our shares. These additional penny stock disclosure requirements are burdensome and may reduce all of the trading activity in the market for our common stock. As long as the common stock is subject to the penny stock rules, our shareholders may find it more difficult to sell their shares.

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If we raise additional funds through the issuance of equity or convertible debt securities, your ownership will be diluted.

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership held by existing shareholders will be reduced.  New securities may contain certain rights, preferences or privileges that are senior to those of our common shares.  Furthermore, any additional equity financing may be dilutive to shareholders, and debt financing, if available, may involve restrictive covenants, which may limit our operating flexibility with respect to certain business matters.

Grants of stock options and other rights to our directors, officers and employees may dilute your stock ownership.

We plan to attract and retain our directors, officers and employees in part by offering stock options and other purchase rights for a significant number of common shares. The issuance of common shares pursuant to such options, and additional options which may be issued in the future, will have the effect of reducing the percentage of ownership of our shareholders.

Our stock price may be volatile and market movements may adversely affect your investment.

The market price of our stock may fluctuate substantially due to a variety of factors, many of which are beyond our control. The stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the market price of our stock. Future sales of our common shares by our shareholders could depress the price of our stock.

 Risks Related to the Exploration of Minerals

Mining involves financial risk and uncertainty related to hazardous operations.

The operations carried out by the Company will be subject to all the hazards and risks normally encountered in the exploration and development of gold mineral reserves and mining operations generally, including unusual and unexpected geologic formations, seismic activity, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, producing facilities, damage to life or property and environmental damage, all of which may result in possible legal liability. The exploration for and development of mineral deposits involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate.

The Company may not be able to adequately insure against risk.

Although we intend to maintain insurance to protect against certain risks in such amounts as we consider being reasonable, our insurance will not cover all the potential risks associated with our development, exploration and mining activities. We may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. We may also become subject to liability for pollution or other hazards that may not be insured against or that we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations.

The financial success of a mining operation is difficult to predict.

Major expenses may be required to locate and establish mineral reserves. The same is true for the development of mining facilities at a particular site once such mineral reserves have been established. It is impossible to ensure that the exploration or development of the gold mineral reserves by us will result in a profitable commercial mining operation. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital.

 

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The success of the exploration and development of gold mineral reserves by us will also be subject to a number of factors including the availability and performance of engineering and construction contractors, suppliers and consultants, the receipt of required governmental approvals and permits (including environmental permits). There can be no assurance that personnel and equipment will be available in a timely manner or on reasonable terms to successfully complete our activities as planned; that we will be able to obtain all necessary governmental approvals and permits if necessary; and that the ongoing operating costs associated with the exploration or development of the gold mineral reserves will not be significantly higher than anticipated by us. Any of the foregoing factors could adversely affect our operations and financial condition.

There is no certainty that the expenditures which will be made by us towards the search and evaluation of mineral deposits will result in discoveries or development of commercial quantities of gold ore.

Environmental risks and hazards may adversely impact the profitability of our Company.

All phases of our Gold Hills operations will be subject to environmental regulation in Brazil.  Other mines that we may develop will also be subject to regulation in any other jurisdiction where we operate. These regulations may mandate, among other things, water quality standards and land reclamation.  These standards may also regulate the generation, transportation, storage and disposal of hazardous waste. This will require a high degree of responsibility for us and our officers, directors and employees. There is no assurance that existing or future environmental regulation will not materially adversely affect our business, financial condition and results of operations.

Inadequate infrastructure could adversely impact the Company’s profitability.

Development and exploration activities depend, to one degree or another, on adequate infrastructure.  Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our operations, financial condition and results of operations.

The Company will require certain permits to commence operations.

Our development and exploration activities are subject to receiving and maintaining permits from appropriate governmental authorities. There is no assurance that delays will not occur in connection with obtaining all necessary renewals of permits, additional permits for any possible future changes to operations, or additional permits associated with new legislation. Prior to any development on any of our properties, we must receive permits from appropriate governmental authorities. There can be no assurance that we will continue to hold all permits necessary to develop or continue operating at any particular property.

There are risks of economic and political instability in Brazil.

The Gold Hills property where the Company has rights for mineral extraction is located in Brazil. There are risks relating to an uncertain or unpredictable political and economic environment in Brazil.

Certain political and economic events, such as acts or failures to act by a government authority in Brazil and political and economic instability in Brazil could have a material adverse effect on our ability to start or continue our development and exploration activities in Brazil.

These risks and uncertainties include, but are not limited to: terrorism; hostage taking; extreme fluctuations in currency exchange rates; high rates of inflation; labor unrest; the risks of war or civil unrest; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits and contracts; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on our operations or profitability.

 

11

Changes in policy by the Brazilian Government could adversely impact the Company.

Changes, if any, in mining or investment policies or shifts in political attitude in Brazil where Gold Hills operates may adversely affect its operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, price controls, export controls, currency remittance, income and other taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people and water use. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

The Company could experience problems with title to its current property or to future properties.

Although we believe that we have taken reasonable measures to ensure proper title in all the issued and outstanding equity interests of Gold Hills and have carried out a reasonable due diligence as to the proper title of Gold Hills in the rights for mineral extraction on the property, there is no guarantee that any such title or interest will not be challenged or impaired. Third parties may have valid claims underlying portions of our Gold Hills interests, including prior unregistered liens, agreements, transfers or claims, and title may be affected by, among other things, undetected defects.  In addition, we may be unable to exercise or to enforce our respective rights.  As the Company acquires additional properties, similar issues could arise in connection with those properties as well.

The Company faces intense competition.

The mining industry is intensely competitive in all of its phases and we will compete with companies possessing greater financial and technical resources than we do. Competition in the precious metals mining industry is primarily for: mineral rich properties that can be developed and produced economically; the technical expertise to find, develop, and operate such properties; the labor to operate the properties; and the capital for the purpose of funding such properties. Existing or future competition in the mining industry could materially adversely affect our prospects for mineral exploration and success in the future.

The Company will face extensive governmental regulation of the mining industry.

Our mineral exploration activities will be subject to various laws governing exploration, development, production, taxes, labor standards, mine safety, toxic substances and other matters. Mining and exploration activities are also subject to various laws and regulations relating to the protection of the environment. Amendments to current laws and regulations governing the operations and activities of our Company or more stringent implementation thereof could have a material adverse effect on our business, financial condition and results of operations.

Our right to engage in mineral extraction may be terminated in certain circumstances. Under the laws of certain jurisdictions in which we may operate, mineral resources belong to the state and governmental concessions are required to explore for, and exploit, mineral reserves. Termination of any one or more of the Company’s exploration or other rights could have a material adverse effect on our financial condition or results of operations.

ITEM 1B:  UNRESOLVED STAFF COMMENTS

None.

ITEM 2:  PROPERTIES

The Company does not own any real estate or other property. Our business office is located at 100 Wall Street, 21st Floor, New York, New York 10005.  There is no rent charged for this space, which is being temporarily provided to the Company by its counsel.  The Company has also established offices in Florida and Brazil.

ITEM 3:  LEGAL PROCEEDINGS

During the period covered by this Report, the Company filed a Complaint with the Supreme Court of the State of New York.  The action was removed to the United States District Court for the Southern District of New York on May 17, 2011.  The defendants include Tydus Richards; Lotus Fund, Inc.; Dave Hibbard, as trustee of the Irrevocable Trust For the Benefit of Sloane Ricky Richards dated January 14, 2008; Christopher Wilson, individually and as trustee of the Irrevocable Trust For the Benefit of Chloe Belle Richards dated January 14, 2008; Scott Richards, as trustee of the Irrevocable Trust For the Benefit of Major Tydus Richards, dated January 14, 2008; Blackwater Industries LLC; Shelly Sean Singhal; and Pacific Stock Transfer Company.

12

Tydus Richards has demanded the replacement of certain certificates of shares which he contends are his and which were lost or misplaced.  The Company contends that Mr. Richards is not entitled to the certificates since he did not perform under a purported consulting agreement with the Company.  The Company is seeking an injunction against Mr. Richards with respect to his request to obtain replacement certificates.

ITEM 4:  RESERVED    

Not Applicable.

13

PART II

ITEM 5:  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Market Information.

Our common stock began quotation on the Bulletin Board operated by the National Association of Securities Dealers on September 3, 2004, and is currently quoted under the symbol “ADNT.” The following sets forth the high and low bid quotations for the common stock as reported on the Over-the-Counter Bulletin Board for each quarter since July 1, 2009.  These quotations reflect prices between dealers do not include retail mark-ups, markdowns, and commissions and may not necessarily represent actual transactions.

	Common Stock
	High		Low
Quarter Ended June 30, 2011		5.62		4.40
Quarter Ended March 31, 2011		5.00		4.05
Quarter Ended December 31, 2010		4.00		1.55
Quarter Ended September 30, 2010		2.10		.35
Quarter Ended June 30, 2010		1.01		.10
Quarter Ended March 31, 2010		.05		.05
Quarter Ended December 31, 2009		.05		.05
Quarter Ended September 30, 2009		.08		.05

(b) Holders.

At August 17, 2011 there were 26 stockholders of record of the Company’s common stock.  As of July 11, 2011, Cede & Company, held of record 4,638,980 shares of Company common stock as the custodian for stockholders whose shares are held in brokerage accounts.

(c) Dividends.

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

(d) Securities authorized for issuance under equity compensation plans

 On May 12, 2011, the Company adopted a Stock Option Plan, authorizing the grant of up to 2,500,000 shares of the Company’s common stock.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Issuances of Shares

During the period covered by this Report, the Company has executed five subscription agreements to sell a total of 556,000 shares of the Company’s Common Stock (the “Shares”) at a purchase price of $3.85 per share.  The Company has raised a total of $2,140,600 from the sale of an aggregate of 556,000 shares between April 26, 2011 and June 14, 2011.  All of the aforementioned stock issuance transactions were subscribed by non-U.S. persons and were undertaken by the Company in reliance upon the exemption from securities registration under Regulation S of the U.S. Securities Act of 1933, as amended.

In connection with the sales of the Shares, the Company has also compensated Mobax Securities Limited for its services to the Company in connection with facilitating financing for the Company.  The Company has made grants of Common Stock Purchase Warrants to Mobax Securities Limited to purchase 51,600 shares of the Company’s common stock, at an exercise price of $3.85 per share.  Mobax Warrants to purchase 41,600 shares are exercisable until May 30, 2012; Mobax Warrants to purchase 10,000 shares are exercisable until July 13, 2012.

14

The Company entered into an Introduction Agreement (the “Introduction Agreement”) dated as of December 15, 2010 regarding the identification of potential acquisitions of mining companies and/or mining rights with SV Commercial S.A. (the “Agent”).  The Introduction Agreement contemplated that the Agent would notify the Company of potential acquisitions that it believes are suitable for the Company.  Pursuant to the Introduction Agreement, the Company agreed to compensate the Agent through the issuance of 500,000 shares of the Company’s common stock in the event that certain acquisitions were made by the Company.  On May 4, 2011, the Company completed the acquisition of Gold Hills Mining Ltda., and the Company has subsequently issued 500,000 shares of the Company’s common stock to the Agent.

Description of Securities

Our authorized capital stock consists of 100,000,000 shares of common stock at a par value of $.00001 per share.  As of the date of this Report, there were 16,013,650 shares of our common stock issued and outstanding.

The holders of our common stock:

· have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;

· do not have cumulative voting rights;

· are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; and

· do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights.

All shares of common stock now outstanding are fully paid for and non-assessable. The full scope of the terms, rights and liabilities holders of our securities possess are set forth in our Company's Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada.

Dividend Policy

As of the date of this Report, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Nevada Anti-Takeover Laws

Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.

15

Limitation on the liabilities of Directors

Our bylaws provide that we shall indemnify any and all of our present or former directors and officers for expenses incurred in connection with the defense of any action relating to their services. Costs, charges and expenses (including attorneys' fees) incurred by such person in defending a civil or criminal proceeding shall be paid by the Company in advance upon receipt of an undertaking to repay all amounts advanced if it is ultimately determined that the person is not entitled to be indemnified by the Company as authorized by the bylaws, and upon satisfaction of other conditions required by current or future legislation.  To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Statutes provide that he shall be indemnified against reasonable expenses incurred in connection therewith. These provisions may limit the ability of our stockholders to recover damages against our directors through legal proceeding or otherwise.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable.

ITEM 6:  SELECTED FINANCIAL DATA  

Pursuant to permissive authority under Regulation S-K, Rule 301, we have omitted Selected Financial Data.

16

ITEM 7:  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 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.

Plan of Operation

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations.

To become profitable and competitive, we have to conduct exploration on the property and find mineralized material.  We will be seeking equity financing to provide for the capital required to implement our research and exploration phases.

Results of Operations

Revenues

During the fiscal year ended June 30, 2011, the Company had no revenues from operations and incurred a net loss of $6,100,322.  During the year ended June 30, 2010 we did not earn any revenues and incurred a net loss of $1,399.  Our net loss from inception through June 30, 2011 was $6,607,303.

Expenses

During the year ended June 30, 2011 we incurred total operating expenses of $6,100,322 which included $2,612,425 in consulting fees, $2,018,275 in director compensation, $374,000 in executive compensation, $453,142 in legal and accounting fees, $258,560 in investment banking services, $86,080 in marketing, $10,000 in mining exploration, $209,930 in travel and $53,303 in other general and administrative fees.  During the year ended June 30, 2010 we incurred total operating expenses of $39,113 which included $11,219 in consulting fees, $27,000 in legal and accounting fees and $410 in other general and administrative fees.  From inception through June 30, 2011, we incurred total operating expenses of $6,619,120.

Liquidity and capital resources

During the year ended June 30, 2011, we borrowed a total of $750,000 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. On October 18, 2011, the loan becomes convertible into common stock at the holder’s option at $3.68 per share.

The Company has executed five subscription agreements to sell a total of 556,000 shares of the Company’s common stock at a purchase price of $3.85 per share.  The Company raised a total of $2,028,180, net of issuance costs of $112,420, from the sales between April 26, 2011 and June 14, 2011.

17

We have no assurance that future 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. Equity financing could result in additional dilution to existing shareholders.

As of June 30, 2011 we had current assets of $885,978, current liabilities of $953,845 and a working capital of deficit $67,867. As of June 30, 2011 we had total assets of $1,139,619 comprised of cash of $885,978, computer equipment and software of $3,641 and mining rights of $250,000. As of August 12, 2011, the Company had $251,728 in cash on hand.

During the year ended June 30, 2011 we spent net cash of $1,604,807 on operating activities. The noncash items included in this amount were common shares issued for services of $2,300,000 and options expense of $1,997,730. During the year ended June 30, 2010 we spent net cash of $40,748 on operating activities including the noncash item of a gain on debt forgiveness.

Net cash used in investing activities for the year ended June 30, 2011 was $253,641 consisting of cash paid for computer equipment of $3,355, cash paid for software of $286 and cash paid for the acquisition of mining rights of $250,000.  Net cash used in investing activities for the year ended June 30, 2010 was $0.

Net cash provided by financing activities for the year ended June 30, 2011 was $2,739,690 consisting of net proceeds from the sale of stock of $2,028,180, proceeds from convertible notes payable of $750,000 and offset by the repayment of related party advances of $38,490. Net cash provided by financing activities for the year ended June 30, 2010 was $44,990 consisting of net proceeds from the sale of stock of $7,000 and related party advances of $37,990.

Plant and Equipment

The Company has spent $0 on plant and equipment to date, and anticipates expending $600,000 on plants and equipment in the fiscal year ended June 30, 2012.

Employees

As of the end of the period covered by this Report, we had six full-time employees.  Mr. Leonardo Alberto Riera was appointed as a member of the Company’s Board of Directors and as the President of the Company on August 25, 2010.  Effective as of September 2, 2010, Mr. Luis Feliu was appointed as the Chief Financial Officer of the Company.  Mr. Riera and Mr. Feliu both devote the majority of their time to the Company’s operations.  In addition, during the period covered by this Report, the Company’s Board of Directors expanded to include Luciano de Freitas Borges, James Ladner and Gabriel Margent.  On August 25, 2010 Mr. Urmas Turu resigned as the President of the Company.  He remained a member of the Company’s Board of Directors until March 22, 2011.

Research and Development

The Company anticipates spending between $8,755,000 on mining exploration in the fiscal year ending June 30, 2012 for the Gold Hills project, and additional funds in amounts to be determined by the number of mining projects acquired.

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 adoption of these standards is not expected to be material.

18

Off Balance Sheet Arrangements

As of June 30, 2011, we did not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.        

ITEM 7A:  QUANITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We did not have any operations which implicated market risk as of the end of the latest fiscal year.  We expect that our planned operations will engender market risk, particularly with respect to interest rate risk, foreign currency exchange rate risk, commodity price risk (in regard to our prospective customer base), and other relevant market risks, such as equity price risk.  We intend to implement an analysis and assessment program which will on a regular basis determine exposures of our Company to such risks.  We expect to report the results of all such quantitative and qualitative risk assessments prior to entering into any material agreements, and on a regular monthly and annual basis to our Audit Committee so that responsive risk management measures can be discussed and actions taken to the extent reasonably feasible.

19

ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Expenses	F-4
Statements of Changes Stockholders' Equity (Deficit)	F-5
Statements of Cash Flows	F-7
Notes to Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Ardent Mines Limited

(An exploration stage company)

New York, New York

We have audited the accompanying balance sheets of Ardent Mines Limited (an exploration stage company) ("Ardent Mines") as of June 30, 2011 and 2010, and the related statements of expenses, changes in stockholders' equity (deficit), and cash flows for the years then ended and for the period from July 27, 2000 (inception) through June 30, 2011. These financial statements are the responsibility of Ardent Mines' management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Ardent Mines is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Ardent Mines' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ardent Mines as of June 30, 2011 and 2010, and the results of its operations and its cash flows for the years then ended and for the period from July 27, 2000 (inception) through June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Ardent Mines will continue as a going concern. As discussed in Note 2 to the financial statements, Ardent Mines has suffered recurring losses from operations and has negative working capital, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

August 19, 2011

F-2

ARDENT MINES LIMITED

(An Exploration Stage Company)

BALANCE SHEETS

	June 30,			June 30,
	2011			2010
ASSETS
Current Assets
Cash	$	885,978		$	4,736
Total Current Assets		885,978			4,736
Computer equipment and software, net of accumulated depreciation of $0		3,641			-
Mining rights		250,000			-
TOTAL ASSETS	$	1,139,619		$	4,736
LIABILITIES AND STOCKHOLDERS’EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	108,904		$	6,060
Accrued executive compensation		10,000			-
Accrued director compensation		60,000			-
Accrued interest on loan		24,941			-
Convertible notes payable		750,000			-
Related party advances		-			38,490
Total Current Liabilities		953,845			44,550
TOTAL LIABILITIES		953,845			44,550
Stockholders’ Equity (Deficit)
Preferred Stock, $0.00001 par value, 100,000,000 shares authorized, none issued and outstanding		-			-
Common Stock, $0.00001 par value, 100,000,000 shares authorized 16,013,650 and 14,957,650 issue and outstanding, respectively		160			149
Additional paid-in capital		6,792,917			467,018
Deficit accumulated during the exploration stage		(6,607,303	)		(506,981	)
Total Stockholders’ Equity (Deficit)		185,774			(39,814	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,139,619		$	4,736

See accompanying notes to financial statements.

F-3

ARDENT MINES LIMITED

(An Exploration Stage Company)

STATEMENTS OF EXPENSES

							July 27, 2000
	Years Ended						(Inception)
	June 30,						Through
	2011			2010			June 30, 2011
Operating expenses:
Consulting fees	$	2,612,425		$	11,219		$	2,926,671
Director compensation		2,018,275			-			2,018,275
Executive compensation		374,000			-			374,000
Investment banking services		258,560			-			258,560
Other general and administrative		53,303			894			94,830
Legal and accounting		453,142			27,000			616,647
Marketing		86,080			-			86,080
Mining exploration		10,000			-			24,588
Travel		209,930			-			219,469
Total operating expenses		6,075,715			39,113			6,619,120
Other income (expenses)
Interest expense		(24,941	)		-			(26,231	)
Other income		231						231
Interest income		103						103
Debt forgiveness		-			37,714			37,714
Total other income (expenses)		(24,607	)		37,714			11,817
NET LOSS	$	(6,100,322	)	$	(1,399	)	$	(6,607,303	)
Net loss per share – basic and diluted	$	(0.40	)	$	(0.00	)
Weighted average shares outstanding - basic and diluted		15,101,168			14,353,540

See accompanying notes to financial statements.

F-4

ARDENT MINES LTD

(An Exploration Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

July 27, 2000 (Inception) Through June 30, 2011

							Deficit
							Accumulated			Total
					Additional		During			Stockholders’
	Common Stock				Paid-in		Exploration			Equity
	Shares		Amount		Capital		Stage			(Deficit)
Shares issued for services		5,000,000	$	50	$	274,950	$	-		$	275,000
Net loss		-		-		-		(288,255	)		(288,255	)
Balances at June 30, 2001		5,000,000		50		274,950		(288,255	)		(13,255	)
Net loss		-		-		-		(9,982	)		(9,982	)
Balances at June 30, 2002		5,000,000		50		274,950		(298,237	)		(23,237	)
Net loss		-		-		-		(1,719	)		(1,719	)
Balances at June 30, 2003		5,000,000		50		274,950		(299,956	)		(24,956	)
Shares issued for cash		1,014,450		10		101,435		-			101,445
Net loss		-		-		-		(62,793	)		(62,793	)
Balances at June 30, 2004		6,014,450		60		376,385		(362,749	)		13,696
Net loss		-		-		-		(16,740	)		(16,740	)
Balances at June 30, 2005		6,014,450		60		376,385		(379,489	)		(3,044	)
Net loss		-		-		-		(12,464	)		(12,464	)
Balances at June 30, 2006		6,014,450		60		376,385		(391,953	)		(15,508	)
Imputed interest on related party payable		-		-		1,290		-			1,290
Net loss		-		-		-		(40,299	)		(40,299	)
Balances at June 30, 2007		6,014,450		60		377,675		(432,252	)		(54,517	)
Shares issued for cash		8,243,200		82		82,350		-			82,432
Net loss		-		-		-		(47,170	)		(47,170	)
Balances at June 30, 2008		14,257,650		142		460,025		(479,422	)		(19,255	)
Net loss		-		-		-		(26,160	)		(26,160	)
Balances at June 30, 2009		14,257,650		142		460,025		(505,582	)		(45,415	)
Shares issued for cash, at $0.01 per share		700,000		7		6,993		-			7,000
Net loss		-		-		-		(1,399	)		(1,399	)
Balances at June 30, 2010		14,957,650		149		467,018		(506,981	)		(39,814	)

See accompanying notes to financial statements.

F-5

ARDENT MINES LTD

(An Exploration Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

July 27, 2000 (Inception) Through June 30, 2011

							Deficit
							Accumulated			Total
					Additional		During			Stockholders’
	Common Stock				Paid-in		Exploration			Equity
	Shares		Amount		Capital		Stage			(Deficit)
Shares issued for services		500,000		5		2,299,995		-			2,300,000
Shares issued for cash, at $3.85 per share, net of issuance costs		556,000		6		2,028,174		-			2,028,180
Options expense		-		-		1,997,730		-			1,997,730
Net loss		-		-		-		(6,100,322	)		(6,100,322	)
Balances at June 30, 2011		16,013,650	$	160	$	6,792,917	$	(6,607,303	)	$	185,774

See accompanying notes to financial statements.

F-6

ARDENT MINES LIMITED

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

					July 27, 2000
					(Inception)
	Years Ended				Through
	June 30,		June 30,		June 30,
	2011		2010		2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(6,100,322)	$	(1,399)	$	(6,607,303)
Adjustments to reconcile net loss to net cash used in operating activities:
Common shares issued for services		2,300,000		-		2,575,000
Options expense		1,997,730		-		1,997,730
Imputed interest on related party payable		-		-		1,290
Debt forgiveness		-		(37,714)		(37,714)
Changes in operating assets and liabilities:
Accounts payable accrued liabilities		127,785		(1,635)		155,430
Accrued directors compensation		60,000		-		60,000
Accrued executive compensation		10,000				10,000
NET CASH USED IN OPERATING ACTIVITIES		(1,604,807)		(40,748)		(1,845,567)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for purchase of computer equipment		(3,355)		-		(3,355)
Cash paid for purchase of software		(286)		-		(286)
Cash paid for acquisition of mineral rights		(250,000)		-		(250,000)
NET CASH USED IN INVESTING ACTIVITIES		(253,641)		-		(253,641)
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock issued for cash, net of issuance costs		2, 028,180		7,000		2,219,057
Proceeds from convertible notes payable		750,000		-		750,000
Related party advances (repayments)		(38,490)		37,990		16,129
NET CASH PROVIDED BY FINANCING ACTIVITIES		2,739,690		44,990		2,985,186
NET CHANGE IN CASH		881,242		4,242		885,978
CASH AT BEGINNING OF PERIOD		4,736		494		-
CASH AT END OF PERIOD	$	885,978	$	4,736	$	885,978
Supplemental Disclosures
Interest paid	$	-	$	-	$	-
Income tax paid		-		-		-

See accompanying notes to financial statements

F-7

ARDENT MINES LIMITED

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business.   Ardent Mines Limited was incorporated in Nevada on July 27, 2000. Ardent Mines' principal business plan is to acquire, explore and develop mineral properties and to ultimately seek earnings by exploiting the mineral claims.

Ardent Mines has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mining properties. On May 4, 2011, Ardent Mines acquired Gold Hills Mining Ltda. which owns certain mining rights in Brazil.

Use of Estimates.   The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents.   Investments with an original maturity date of three months or less when purchased are considered to be cash equivalents and are stated at cost.

Income Taxes.   Ardent Mines recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Ardent Mines provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Exploration and Development Costs.   Ardent Mines has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Mineral exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

Basic and Diluted Net Loss Per Share.   Basic and diluted net loss per share calculations are presented in accordance with ASC 260, and are calculated on the basis of the weighted average number of common shares outstanding during the year. They include the dilutive effect of common stock equivalents in years with net income. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Share-Based Payments. The Company accounts for share-based payments in accordance with the authoritative guidance issued by the FASB on stock compensation, which establishes the accounting for transactions in which an entity exchanges its equity instruments for goods or services. Under the provisions of the authoritative guidance, share-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite employee service period (generally the vesting period). The Company estimates the fair value of share-based payments using the Black-Scholes Option Pricing Model. Additionally, share-based awards to non-employees are expensed over the period in which the related services are rendered at their fair value.

Recent Accounting Pronouncements. Ardent Mines does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their results of operations, financial position or cash flows.

NOTE 2 - GOING CONCERN

Ardent Mines has incurred net losses since inception and has a negative working capital at June 30, 2011. 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.

F-8

NOTE 3 – ACQUISITION OF MINING RIGHTS

On May 4, 2011, Ardent Mines acquired Gold Hills Mining Ltda. which owns certain mining rights in Brazil. The aggregate purchase price paid was $250,000 which was recorded as capitalized mining rights in the balance sheet as of June 30, 2011.

Under the terms of the acquisition, additional amounts will be paid pursuant to the results of reserves testing performed on the mining properties. Should the reserves testing confirm the existence of gold, silver and byproduct reserves of less than 300,000 equivalent gold ounces; Ardent Mines will not be required to make an additional payment. Should the reserves testing confirm the existence of gold, silver and byproduct reserves between 300,000 and 499,999 equivalent gold ounces; Ardent Mines will be required to pay an additional $400,000 payable within 30 days after completion of a pre-feasibility study. Should the reserves testing confirm the existence of gold, silver and byproduct reserves in excess of 499,999 equivalent gold ounces; Ardent Mines will be required to pay an additional $1,000,000, payable within 30 days after completion of a pre-feasibility study, and $2.00 per additional ounce in excess of 500,000 equivalent gold ounces.

In addition to the amounts to be paid based upon the reserves testing, Ardent Mines will also be required to pay an additional $700,000 within 30 days from the date that Ardent Mines obtains an environmental installation license. Once Ardent Mines begins extracting gold, silver or byproduct from the properties, Ardent Mines will be required to pay a monthly royalty equal to 2% of the net income from the sale of the mineral product. Ardent Mines will also be required to invest at least $3,500,000 in Gold Hills Mining Ltda. upon the development of an extensive extraction program.

NOTE 4 – ADVANCES FROM RELATED PARTY

As of June 30, 2010, Ardent Mines owed Urmas Turu, the Company’s former president and board member, $38,490 for advances which funds were used for payment of Company expenses.  The amount had no terms of repayment, was unsecured, and bore no interest. During the year ended June 30, 2011, the Company repaid the balance in full.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

During the year ended June 30, 2011, the Company borrowed a total of $750,000 from CRG Finance AG at a rate of 7.5% per annum. This unsecured loan, plus any interest accumulated, is due upon demand beginning October 18, 2011. On October 18, 2011, the loan becomes convertible into common stock at the holder’s option at $3.68 per share. Ardent Mines evaluated the conversion option under FASB ASC 815-15 and determined the conversion option does not qualify as a derivative. Ardent Mines then evaluated the conversion option under FASB ASC 470-20 for a beneficial conversion feature and determined that the conversion option does not contain a beneficial conversion feature.

NOTE 6 – STOCKHOLDERS’ EQUITY

Common Stock

A chronological history of Ardent Mines' stock transactions is as follows:

July 27, 2000 - Ardent Mines incorporated in Nevada. Ardent Mines is authorized to issue 100,000,000 shares of its $0.00001 par value common stock.

August 1, 2000 - Ardent Mines issued 5,000,000 shares of common stock to each of Ardent Mines' President and Secretary and Treasurer for services rendered. This is accounted for as compensation expense of $273,048 and advances and reimbursement expense of $1,952.

During the year ended June 30, 2004, Ardent Mines sold 1,014,450 shares of common stock at $0.10 per share for cash proceeds of $101,445.

F-9

During the year ended June 30, 2008, Ardent Mines sold 8,243,200 shares of common stock for cash proceeds of $82,432.

On May 11, 2010, Ardent Mines sold 700,000 common shares at $0.01 per share or $7,000.

During the year ended June 30, 2011, Ardent Mines issued 500,000 shares for services pursuant to an introduction agreement valued at $2,300,000.

During the year ended June 30, 2011, Ardent Mines sold an aggregate of 556,000 common shares for cash proceeds of $2,028,180, net of cash commissions paid of $112,420.

On April 27, 2011, Darby Investments Services Inc. purchased 156,000 common shares pursuant to Regulation S at a purchase price of $3.85 per share or $600,600 total. In addition to the cash commissions, Ardent Mines also granted 41,600 common stock warrants as additional commissions. The warrants have a fair value of $142,375 (see Warrants section below).

Common Stock Options

On February 4, 2011, the Company granted Leonardo Riera options to purchase 50,000 common shares at $ 0.01 per share which options vest immediately and have a term of 5 years. The options were granted in lieu of the 50,000 shares he was entitled to receive pursuant to his employment agreement dated September 27, 2010. The 50,000 common shares he was originally granted were fair valued and expensed at $84,500 during September 2010. On the date of the modification of the award, the fair value of the options granted was determined to be $229,066 and the fair value of the shares originally granted was determined to be $229,500. The fair value of the modified award on February 4, 2011 decreased; accordingly, there was no additional expense recorded. The fair value of the options was determined using the Black-Scholes Option Pricing Model. The significant assumptions used in the model include (1) discount rate of 1.25%, (2) expected life of 2.5 years (3) expected volatility of 169.52% and (4) zero expected dividends.

On May 12, 2011, the Company granted its Board members and advisers an aggregate of 1,300,000 stock options exercisable at $ 4.75 per share. The options vest 25% upon grant and an additional 25% vests each six months from the date of the grant. The fair value of the options was determined to be $5,368,121 using the Black-Scholes Option Pricing Model. The significant assumptions used in the model include (1) discount rate of 0.98%, (2) expected terms between 2.5 and 3.25 years (3) expected volatilities between 165.66% and 198.46% and (4) zero expected dividends. The fair value is being expensed over the vesting period of the options. During the year ended June 30, 2011, $1,913,230 was expensed. The remaining $3,454,891 will be expensed over the remaining vesting period.

During the year ended June 30, 2010, there were no options granted or outstanding and as of the date covered by this report, no options have been exercised.

A summary of option activity for the year ended June 30, 2011 is reflected below:

	Options		Weighted- Average Exercise Price
Outstanding at June 30, 2010		-	$	-
Granted		1,350,000		4.57
Canceled		-		-
Forfeited		-		-
Outstanding at June 30, 2011		1,350,000	$	4.57
Exercisable at June 30, 2011		375,000	$	4.86

At June 30, 2011, the range of exercise prices and the weighted average remaining contractual life of the options outstanding were $0.01 to $4.75 and 4.86 years, respectively. The intrinsic value of the exercisable options outstanding at June 30, 2011 was $574,500.

F-10

Common Stock Warrants

During May and June 2011, the Company granted an aggregate of 51,600 common stock warrants as a commission for the sale of common stock. The warrants are exercisable at $3.85 per share, vest immediately and have a term of 1 year. The fair value of the warrants was determined to be $176,600 using the Black-Scholes Option Pricing Model. The significant assumptions used in the model include (1) discount rate of 0.18%, (2) expected term of 1 year (3) expected volatility of 148.57% and (4) zero expected dividends. The fair value was recorded against additional paid-in capital as stock issuance costs.

During the year ended June 30, 2010, there were no warrants granted or outstanding and as of the date covered by this report, no warrants have been exercised.

A summary of warrant activity for the year ended June 30, 2011 is reflected below:

	Warrants		Weighted- Average Exercise Price
Outstanding at June 30, 2010		-	$	-
Granted		51,600		3.85
Canceled		-		-
Forfeited		-		-
Outstanding at June 30, 2011		51,600	$	3.85
Exercisable at June 30, 2011		51,600	$	3.85

At June 30, 2011, the exercise price and the weighted average remaining contractual life of the warrants outstanding were $3.85 and 0.94 years, respectively. The intrinsic value of the warrants exercisable at June 30, 2011 was $59,340.

NOTE 7 – COMMITMENTS

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 $5,000 per month. $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 of $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 $5,000 per month. $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 of $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 $5,000 per month. $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 of $10,000,000, at which time all accrued and unpaid amounts shall be due and payable.

F-11

Corporate Development Services Agreement

On September 27, 2010, the Company entered into a Corporate Development Services Agreement with CRG Finance AG. The Company has agreed to pay to CRG the following amounts for the Advisory Services: (i) an inception fee of $100,000; and (ii) a monthly services fee of $25,000 commencing September 1, 2010.  CRG shall be paid $10,000 per month of the Advisory Services Fee, with the balance of $15,000 per month 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. During May and June 2011, the inception fee and the accrued monthly service fees through June 2011 were paid in full. In July 2011, Ardent Mines and CRG entered into a suspension agreement whereby the investment banking services were terminated and the monthly service fees beginning July 2011 will no longer be due.

NOTE 8 - INCOME TAXES

The Company is subject to United States federal and state income taxes at an approximate rate of 35%.

The significant components of deferred income tax assets at June 30, 2011 are as follows:

	June 30, 2011			June 30, 2010
Net operating loss carry forward	$	820,000		$	190,000
Valuation allowance		(820,000	)		(190,000	)
Net deferred income tax asset	$	-		$	–

The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

The cumulative net operating loss carry-forward is approximately $2,300,000 at June 30, 2011, and will expire in the years 2021 to 2030.

F-12

ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A:  CONTROLS AND PROCEDURES

As of the end of the period covered by this Report, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as required by SEC Rule 15d-15(b). Based upon that evaluation, management has concluded that our current disclosure controls and procedures were not effective as of June 30, 2011. The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below. Management intends to remediate the material weaknesses as set out below.

Management’s Annual Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  Our internal control system was designed to, in general, provide reasonable assurance to the Company's management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company's internal control over financial reporting as of June 30, 2011.  The framework used by management in making that assessment was the criteria set forth in the document entitled " Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of June 30, 2011, the Company's internal control over financial reporting was not effective due to the following:

- Non-timely recording of certain accounting entries. Certain adjusting journal entries were required at the end of accounting periods, based on review by our outside accountants, which entries should have been recorded during the period. In particular, share-based compensation expense and accounts payable accruals  were recorded only after review by our outside auditors instead of being recorded as the same arose which would have been the case had we maintained full-time internal accounting personnel.

We will upgrade the amount we spend on our accounting department if and when our mining operations become successful.  Until then, we balance the cost of accounting personnel with the benefits of desired controls.  We currently feel that our money is properly safeguarded and our transactions are timely and properly reported.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

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 June 30, 2011 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

ITEM 9B:  OTHER INFORMATION

None.

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PART III

ITEM 10:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE

The following table presents information with respect to our officers, directors and significant employees as of August 17, 2011:

Name	Age	Position
Leonardo Alberto Riera	51	President, Chief Executive Officer and Director
Luis Feliu	66	Chief Financial Officer
Luciano de Freitas Borges	51	Director
James Ladner	72	Director
Gabriel Margent	59	Director

Each director serves until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified.

Set forth below is biographical information regarding the current officers, directors and significant employees of the Company as of August 17, 2011.

Leonardo Alberto Riera.  On August 25, 2010, Mr. Leonardo Alberto Riera was appointed as a member of our Board of Directors and as our President. Mr. Riera is an investment banker and management consultant.  He is currently an Executive Director of the Asia America Equity Exchange, an entity which promotes investments and commercial transactions between China and the Americas.  He has held this position since 2008.  From 2007-2008, Mr. Riera was the Director of Asset Structuring and Credit Analysis at INTL Consilium, LLC, where he was in charge of the analysis and credit decisions for a substantial portion of the corporate portfolio of an emerging markets hedge fund.  From 1987-2010, he was a partner and the Chief Executive Officer of Latin American Advisors, Inc., an entity focused on providing mergers and acquisitions advice to wealthy families and medium-sized corporations.  From 1988-1998, he was Executive Director and Country Head for Bankers Trust Company in Venezuela.  From 1986-1987 he was Head of Citicorp Investment Bank’s Mergers and Acquisitions unit in Caracas, Venezuela.  Mr. Riera was elected three times as President of the International Banking Association of Venezuela, and was also elected as a Representative to the Congress of the Republic of Venezuela in 1998, where he also served as member of the prestigious Finance Commission of the House. In June of 2011, Mr. Riera was knighted by the Order of Malta, in a ceremony held at the Vatican.

Director Qualifications:

The Company has determined that Mr. Riera’s extensive experience in finance and as a businessman, and his professional knowledge of South America, has provided him with the skills and contacts necessary to serve as an officer and director and to provide related services to the Company.

Luis Feliu. On September 2, 2010, Mr. Luis Feliu was appointed as our Chief Financial Officer. Mr. Feliu is presently the Chief Financial Officer of Wilson Manifolds.  He has held this position since 2008.  Prior to this position, he served from 2006 through 2008 as a Senior Consultant to Management Resources of RHI.  He also served as Corporate Controller of Smartmatic Corporation from 2004 to 2006 and served from 2000 to 2004 as Global Senior Vice President-Finance, as well as Chief Financial Officer and Controller, for Lemon Financial, Ltd. (f/k/a Patagon.Com, Inc.).

Luciano de Freitas Borges.  Mr. Borges commenced his services as a member of our Board of Directors as of December 9, 2010. Mr. Borges spent over 28 years working in Brazil’s mining industry, in both government and the private sector.  His positions have included serving as the National Secretary of Mines and Metallurgy in Brazil’s Ministry of Mines and Energy from 1993-2001, and serving as Senior Advisor to the Ministry & Strategic Planning Executive Officer to the Brazilian Geological Survey since 2002.  From 2007 to 2008 he was Chief Executive Officer of Steel Mineracao do Brasil S.A., and since 2006 he has served as the Senior Partner and Chief Executive Officer of Ad Hoc Associated Advisors Inc., a consulting company.  His current activities include serving on the Boards of Directors of Amerix Precious Metals Corporation and Ouro Roxo Participacoes S.A., each of which are developing gold projects in Brazil.  Mr. Borges studied geology at the University of Brasilis, and received both a masters degree in that field and a MBA in Mineral Economics and Mineral Projects Valuation.

21

Director Qualifications:

The Company has determined that Mr. Borges’ extensive experience in mining operations in Brazil has provided him with the knowledge, skills and professional contacts necessary to serve as a director of the Company.

James Ladner.  Mr. Ladner commenced his services as a member of our Board of Directors as of December 2, 2010.  Mr. Ladner has served as a self-employed financial consultant in Kilchberg (Zurich), Switzerland since 1992, and presently serves as a professional company director. He is a director and a member of the audit committees of Oracle Energy Corp. (since 2007), Colt Resources Inc. (since 2010), Royal Coal Corp. (since 2010) and Red Rock Resources plc (since 2011).  From 1992-2002, he was a co-founder and managing director of RP&C International, where he was involved in the syndication and sale of dollar convertible bonds, shares and warrants of North American companies in Europe. He served as the non-executive chairman of Bank Austria (Switzerland) Ltd. from 1992-2001. Previously he was an Executive Vice President of Coutts Bank (Switzerland) Ltd. – now RBS Coutts Bank, where he was employed from 1964 -1992.

As a professional company director he has served on the boards of several other companies, funds and banks in Switzerland, including The Royal Bank of Scotland AG, Interallianz Bank AG, Asahi Bank AG, F. Van Lanschot Bankiers (Switzerland) Ltd., Atlantic Finanz AG, Immofonds, Verit Immobilien, Ahold Finance group. He has also served on boards outside Switzerland, including Energy Capital Investment Co. plc, Equator Exploration Ltd., StrataGold Corporation, Pan Pacific Aggregates plc, Nevoro Inc. and Coastport Capital Inc.  He was a member of the Swiss Admissions Commission for listing on Swiss Stock Exchanges and a member of the Swiss Capital Market Commission of the Swiss National Bank from 1990-1992.  Mr. Ladner is a graduate of the University of St. Gallen in Switzerland.

Director Qualifications:

The Company has determined that Mr. Ladner’s extensive experience in finance and as a businessman, as well as his extensive experience as a board member, has provided him with the knowledge, experience and relationships necessary to serve as a director of the Company.

Gabriel Margent.  Mr. Margent commenced his services as a member of our Board of Directors as of November 1, 2010.  From 1987-2008, Mr. Margent was employed by Merrill Lynch & Co., Inc. where he served in a broad range of executive positions, including Vice President of Finance in the Office of General Counsel, Vice President of Finance in Global Human Resources, and Vice President of Finance in Investment Banking.  Mr. Margent is presently the Chief Financial Officer of Appitalism, Inc., a position he has held since April, 2010.  Prior to this position, he served from 2008-2010 as a Consultant.

Director Qualifications:

The Company has determined that Mr. Margent’s extensive experience in finance and as a businessman has provided him with the knowledge, experience and relationships necessary to serve as a director of the Company.

Conflicts Of Interest

The officers and directors of our Company are subject to restrictions regarding opportunities which may compete with the Company's business plan.  New opportunities which are brought to the attention of the officers and directors of the Company must be presented to the Board of Directors and made available to the Company for consideration and review under principles of state law corporate opportunity doctrines.  A breach of this requirement could be construed as a breach of the fiduciary duties of the officer or director.  Our Ethics Policy requires each employee to avoid any activity, investment or association that conflicts or interferes with the independent exercise of his or her judgment or actions adverse to the Company's best interests.  Under the Ethics Policy, no employee, or any member of employee's immediate family, is permitted to accept money, gifts of other than nominal value, unusual entertainment, loans, or any other preferential treatment from any customer or supplier of the Company where any obligation may be incurred or implied on the giver or the receiver or where the intent is to prejudice the recipient in favor of the provider. No directors, officers or employees are permitted to solicit or accept kickbacks, whether in the form of money, goods, services or otherwise, as a means of influencing or rewarding any decision or action taken by a foreign or domestic vendor, customer, business partner, government employee or other person whose position may affect the Company's business.  No employee is permitted to use Company property, services, equipment or business for personal gain or benefit.  Employees may not act on behalf of, or own a substantial interest in, any company or firm that does business, or competes, with the Company, or conduct business on behalf of the Company with any company or firm in which the employee or a family member has a substantial interest or affiliation. Exceptions require advance written approval from the Chief Financial Officer.  Employees must not personally benefit from outside endeavor as a result of their employment by the Company.   Other than the provisions of our Ethics Policy governing conflicts of interest, we have not adopted a specific conflicts of interest policy.

22

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, no director, person nominated to become a director, executive officer, promoter or control person of the company: (1) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type or business, securities or banking activities; or (4) was found by a court of competent jurisdiction in a civil action or by the U.S. Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Section 16 (a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that the executive officers and directors, and persons who beneficially own more than 10% of the equity securities of reporting companies, file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on our review of the copies of such forms we received, we believe that during the year ended June 30, 2011, all such filing requirements applicable to our Company were complied with, except that reports were filed late by the following persons:

Name	Number of Late Reports	Transactions Not Timely Reported	Known Failures to File a Required Form
Leonardo Riera	2	2
Luis Feliu	1	1
Luciano de Freitas Borges	1	1
James Ladner	1	1
Gabriel Margent	1	1

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.  To the knowledge of the Company, there have been no reported violations of the Code of Ethics.  In the event of any future amendments to, or waivers from, the provisions of the Code of Ethics, we intend to describe on our Internet website, within four business days following the date of a waiver or a substantive amendment, the date of the waiver or amendment, the nature of the amendment or waiver, and the name of the person to whom the waiver was granted.

Board Committees

Audit Committee

The Company’s Board of Directors currently has an Audit Committee consisting of Mr. Margent and Mr. Ladner.  The Company’s Board of Directors has determined that each of Mr. Margent and Mr. Ladner are independent directors.  The Company has adopted the standards for director independence contained in the Nasdaq Marketplaces Rule5605(a)(2).  Mr. Margent serves as the Audit Committee’s financial expert.

23

Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) establishing internal financial controls; (5) engaging outside advisors; and (6) funding for the outside auditory and any outside advisors engagement by the audit committee.

Audit Committee Financial Expert

Mr. Margent serves as the Audit Committee’s financial expert.

Disclosure Committee

Disclosure committee functions are performed by our entire board of directors.

Director Nominations

There have been no changes in the year ended June 30, 2011 to the procedures by which security holders may recommend nominees to our board of directors.

24

ITEM 11:  EXECUTIVE COMPENSATION

Summary Compensation Table (1)(2)

Name and Principal Position	Year	Salary		Option Awards		Total
Leonardo Riera, President, Chief Executive	2011 (3)	$	230,000	$	579,990	$	809,990
Officer and Director (3)	2010 (3)	$	0	$	0	$	0
Urmas Turu, Former President, Chief Executive	2011 (4)	$	0	$	0	$	0
Officer, Chief Financial Officer and Director (4)	2010 (4)	$	0	$	0	$	0
Luis Feliu,	2011 (5)	$	59,500	$	35,135	$	94,635
Chief Financial Officer (5)	2010 (5)	$	0	$	0	$	0

(1) The table reflects each of the Company’s last two completed fiscal years.  Pursuant to permissive authority under S-K Rule 402(a)(5) we have omitted tables and columns where there has been no compensation awarded to, earned by, or paid to any of the named executive officers or directors required to be reported in that table or column in any fiscal year covered by that table.

No persons have been entitled to compensation in excess of $100,000 per year prior to the fiscal year ended June 30, 2011.

Outstanding Equity Awards at Fiscal Year-End

Name and Principal Position	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price		Option Expiration Date
Leonardo Riera, President, Chief Executive Officer and Director (1)		50,000		0	$	.01	2/4/2016
		125,000		0	$	4.75	5/12/2016
				375,000	$	4.75	5/12/2016
Urmas Turu, Former President, Chief Executive Officer, Chief Financial Officer and Director (2)		0		0		N/A		N/A
Luis Feliu, Chief Financial Officer (3)		12,500		0	$	4.75	5/12/2016
		0		37,500	$	4.75	5/12/2016

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Director Compensation Paid in 2011

Name	Fees earned or paid in cash		Options		Total
Luciano de Freitas Borges	$	47,545.10	$	140,358.83	$	187,903.93
James Ladner	$	35,000.00	$	140,358.83	$	175,358.83
Gabriel Margent	$	40,000.00	$	105,406.02	$	145,406.02

Compensation of Officers and Directors  

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 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, 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 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.  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.

On February 4, 2011, the Company granted Leonardo Riera options to purchase 50,000 common shares at $.01 per share. This option was granted in lieu of the 50,000 shares he was entitled to receive pursuant to his Employment Agreement with the Company.

On May 12, 2011, Mr. Riera was granted options to purchase 500,000 shares of the Company’s common stock at a purchase price of $4.75 per share.  Twenty-five percent (25%) of this grant shall vest upon the date of the grant, and an additional twenty-five (25%) of this grant shall vest for each six (6) month period from the date of the grant.

Luciano Borges

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.  

On May 12, 2011, Mr. Borges was granted options to purchase 200,000 shares of the Company’s common stock at a purchase price of $4.75 per share.  Twenty-five percent (25%) of this grant shall vest upon the date of the grant, and an additional twenty-five (25%) of this grant shall vest for each six (6) month period from the date of the grant.

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Technical Advisory Services Agreement between the Company and Ad Hoc Associated Advisors Inc.

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 “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 Agreement on thirty (30) days written notice.

James Ladner

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.

On May 12, 2011, Mr. Ladner was granted options to purchase 200,000 shares of the Company’s common stock at a purchase price of $4.75 per share.  Twenty-five percent (25%) of this grant shall vest upon the date of the grant, and an additional twenty-five (25%) of this grant shall vest for each six (6) month period from the date of the grant.

Gabriel Margent

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.  

On May 12, 2011, Mr. Margent was granted options to purchase 150,000 shares of the Company’s common stock at a purchase price of $4.75 per share.  Twenty-five percent (25%) of this grant shall vest upon the date of the grant, and an additional twenty-five (25%) of this grant shall vest for each six (6) month period from the date of the grant.

Equity Incentive Plan

On May 12, 2011, the Company adopted a Stock Option Plan, authorizing the grant of up to 2,500,000 shares of the Company’s common stock.

ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of Common Stock as of August 17, 2011 by (i) each director of the Company; (ii) each of the Company's officers named in the Summary Compensation Table and other key employees of our Company; (iii) each person who is known by the Company to be the beneficial owner of more than five percent of the Company's outstanding Common Stock; and (iv) all directors and named executive officers as a group.  Except as otherwise indicated below, each person named has sole voting and investment power with respect to the shares indicated.  The percentage of ownership set forth below reflects each holder's beneficial ownership interest in 16,013,650 issued and outstanding shares of the Company's common stock.

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Amount and Nature of Beneficial Ownership

Name and Address of Beneficial Owner	Shares		Options/ Warrants		Total		Percentage of Shares Outstanding
Five Percent Shareholders
Urmas Turu (1)		1,760,000		0		1,760,000		11	%
Executive Officers and Directors
Leonardo Riera (2)		0		175,000		175,000		**	%
Luis Feliu (3)		0		12,500		12,500		**	%
Luciano de Freitas Borges (4)		0		50,000		50,000		**	%
James Ladner (5)		0		50,000		50,000		**	%
Gabriel Margent (6)		0		37,500		37,500		**	%

The mailing address for each of the listed individual is c/o Ardent Mines Limited, 100 Wall Street, 21st Floor, New York, NY 10005.

*A person shall be deemed to be the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within sixty (60) days, including but not limited to any right to acquire beneficial ownership through the exercise of any option, warrant or right.

* *Less than 1%.

(1) On August 25, 2010 Mr. Urmas Turu resigned as the President of the Company.  He remained a member of the Company’s Board of Directors until March 22, 2011.

(2) Mr. Riera is the Company’s President, Chief Executive Officer and a member of the Company’s Board of Directors.

(3) Mr. Feliu is the Company’s Chief Financial Officer.

(4) Mr. Borges is a member of the Company’s Board of Directors.

(5) Mr. Ladner is a member of the Company’s Board of Directors.

(6) Mr. Margent is a member of the Company’s Board of Directors.

The Company is not aware of any pledges of any shares, options or warrants by any of the individuals or entities listed above.

Changes in Control

As of the date of filing of this Report, the Company is unaware of any arrangement which may result in a change in control.

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ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Director Independence

The Company’s Board of Directors has determined that each of Mr. Margent and Mr. Ladner are independent directors.  The Company has adopted the standards for director independence contained in the Nasdaq Marketplaces Rule5605(a)(2).  Mr. Riera and Mr. Borges are not independent directors.

The Company’s Board of Directors currently has an Audit Committee consisting of Mr. Margent and Mr. Ladner.  The Company’s Board of Directors also has a Disclosure Committee, consisting of the entire Board of Directors.

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ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table discloses accounting fees and services which we paid to our auditor, MaloneBailey LLP, during fiscal 2011 and 2010:

Type of Services Rendered	2011		2010
(a)  Audit Fees	$	15,000	$	10,000
(b)  Audit-Related Fees	$	-	$	-
(c)  Tax Fees	$	-	$	-

Audit Fees

The aggregate fees billed by MaloneBailey, LLP, for professional services rendered for the audit of the Company's annual financial statements and reviews of the Company’s financial statements included in our Form 10Qs for the fiscal year ended June 30, 2011 totaled $15,000.  The aggregate fees billed by MaloneBailey, LLP for professional services rendered for the audit of our annual financial statements included in the Company’s Annual Report and reviews of the Company’s financial statements included in our Form 10Qs for the fiscal year ended June 30, 2010 were $10,000.

Audit-Related Fees

The aggregate fees billed by MaloneBailey, LLP for audit related services for the fiscal year ended June 30, 2011, and which are not disclosed in “Audit Fees” above, were $0. The aggregate fees billed by MaloneBailey, LLP for audit related services for the fiscal year ended June 30, 2010, and which are not disclosed in “Audit Fees” above, were $0.  

Tax Fees

The aggregate fees billed by MaloneBailey, LLP for tax compliance for the fiscal year ended June 30, 2011 was $0. The aggregate fees billed by MaloneBailey, LLP for tax compliance for the fiscal year ended June 30, 2010 was $0.  

All Other Fees

The aggregate fees billed by MaloneBailey, LLP for services other than those described above, for the year ended June 30, 2011, were $0.  The aggregate fees billed by MaloneBailey, LLP for services other than those described above, for the year ended June 30, 2010, were $0.  

Audit Committee Pre-Approval Policies

Our Board of Directors reviewed the audit and non-audit services rendered by MaloneBailey, LLP during the periods set forth above and concluded that such services were compatible with maintaining the auditors’ independence. All audit and non-audit services performed by our independent accountants are pre-approved by our Board of Directors to assure that such services do not impair the auditors’ independence from us.

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PART IV

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit No.	Description of Exhibits
Exhibit 3.1	Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on November 30, 2000.
Exhibit 3.2	Bylaws, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on November 30, 2000.
Exhibit 10.1	Trust Agreement between Taras Chebountchak and Ardent Mines Limited, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 7, 2007.
Exhibit 10.2	Consulting Agreement between Ardent Mines Limited and Natasha Lysiak, Independent Consultant, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 10-KSB, filed with the Securities and Exchange Commission on September 28, 2007.
Exhibit 10.3	Consulting Agreement between Ardent Mines Limited and Executive Consulting Services Group,
	dated as of September 1, 2010, incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 28, 2010.
Exhibit 10.4	Corporate Development Services Agreement, by and between Ardent Mines Limited and CRG Finance AG, dated as of September 27, 2010, incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 28, 2010.
Exhibit 10.5	Promissory Note, by and between the Company and CRG Finance AG, dated as of August 31, 2010, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 15, 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, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 15, 2010.
Exhibit 10.7	Employment Agreement, by and between the Company and Leonardo Riera, dated as of September 27, 2010, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 15, 2010.
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, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 14, 2011.
Exhibit 10.10	Exploration and Acquisition Agreement, by and between the Company and Afrocan Resources Ltd., dated as of December 12, 2010, incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 14, 2011.

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Exhibit 10.11	Exploration and Acquisition Agreement, by and between the Company and Afrocan Resources Ltd., dated as of December 12, 2010, incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 14, 2011.
Exhibit 10.12	Purchase Agreement by and between the Company, Gold Hills Mining Ltda. and the shareholders of Gold Hills Mining Ltda., dated as of May 4, 2011.
Exhibit 10.13	Stock Option Plan, adopted as of May 12, 2011.
Exhibit 10.14	Form of Stock Option Agreement, with schedule of grants appended.
Exhibit 14.1	Code of Ethics, incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-KSB, filed with the Securities and Exchange Commission on October 14, 2003.
Exhibit 21	List of Subsidiaries.
Exhibit 23.1	Consent of Jeffrey Volk, Geologist, SRK Consulting (U.S.), Inc. to filing of Technical Report on Exploration, dated as of July 5, 2011, incorporated by reference to Item 24 of Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2011.
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.
Exhibit 99.1	NI 43-101 Technical Report on Exploration, dated July 5, 2011, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2011.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)
By:	/s/ Leonardo Riera
	Name: Leonardo Riera
	Title:   President, Chief Executive Officer,              Principal Executive Officer and             Director

By:	/s/ Luis Feliu
	Name:	Luis Feliu
	Title:	Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

Dated:  August 30, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Leonardo Riera
Name:	Leonardo Riera
Title:	President, Chief Executive Officer,
	Principal Executive Officer and Director
Dated:	August 30, 2011

/s/ Gabriel Margent
Name:	Gabriel Margent
Title:	Director
Dated:	August 30, 2011

/s/ James Ladner
Name:	James Ladner
Title:	Director
Dated:	August 30, 2011

/s/ Luciano de Freitas Borges
Name:	Luciano de Freitas Borges
Title:	Director
Dated:	August 30, 2011

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Exhibit Index

Exhibit No.	Description of Exhibits
Exhibit 3.1	Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on November 30, 2000.
Exhibit 3.2	Bylaws, incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on November 30, 2000.
Exhibit 10.1	Trust Agreement between Taras Chebountchak and Ardent Mines Limited, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 7, 2007.
Exhibit 10.2	Consulting Agreement between Ardent Mines Limited and Natasha Lysiak, Independent Consultant, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 10-KSB, filed with the Securities and Exchange Commission on September 28, 2007.
Exhibit 10.3	Consulting Agreement between Ardent Mines Limited and Executive Consulting Services Group,
	dated as of September 1, 2010, incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 28, 2010.
Exhibit 10.4	Corporate Development Services Agreement, by and between Ardent Mines Limited and CRG Finance AG, dated as of September 27, 2010, incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 28, 2010.
Exhibit 10.5	Promissory Note, by and between the Company and CRG Finance AG, dated as of August 31, 2010, incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 15, 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, incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 15, 2010.
Exhibit 10.7	Employment Agreement, by and between the Company and Leonardo Riera, dated as of September 27, 2010, incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 15, 2010.
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, incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 14, 2011.
Exhibit 10.10	Exploration and Acquisition Agreement, by and between the Company and Afrocan Resources Ltd., dated as of December 12, 2010, incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 14, 2011.
Exhibit 10.11	Exploration and Acquisition Agreement, by and between the Company and Afrocan Resources Ltd., dated as of December 12, 2010, incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on February 14, 2011.

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Exhibit 10.12	Purchase Agreement by and between the Company, Gold Hills Mining Ltda. and the shareholders of Gold Hills Mining Ltda., dated as of May 4, 2011.
Exhibit 10.13	Stock Option Plan, adopted as of May 12, 2011.
Exhibit 10.14	Form of Stock Option Agreement, with schedule of grants appended.
Exhibit 14.1	Code of Ethics, incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-KSB, filed with the Securities and Exchange Commission on October 14, 2003.
Exhibit 21	List of Subsidiaries.
Exhibit 23.1	Consent of Jeffrey Volk, Geologist, SRK Consulting (U.S.), Inc. to filing of Technical Report on Exploration, dated as of July 5, 2011, incorporated by reference to Item 24 of Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2011.
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.
Exhibit 99.1	NI 43-101 Technical Report on Exploration, dated July 5, 2011, incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 8, 2011.

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EX-10.12

Exhibit 10.12

QUOTA PURCHASE AGREEMENT AND OTHER COVENANTS

By this private instrument and on the best terms of the law, on the one part, hereinafter referred to as Sellers:

[I] ROGÉRIO ANTONIO, Brazilian, single, businessman, bearer of CNH – Driver’s License No. 03532354568 DETRAN/ES, duly enrolled with the CPF/MF – Individual Taxpayers’ Registry of the Ministry of Finance under No. 551.283.439-87, resident and domiciled in the City of Vitória, State of Espírito Santo, at Avenida Dante Micheline, n° 1.845, apto. 101, Bairro Mata da Praia, CEP 29066-430, hereinafter individually referred to as “Rogério”; and

[II] ISABELA CIANNI PORTUGAL, Brazilian, single, businesswoman, bearer of CNH – Driver’s License No. 04286279287 DETRAN/ES, duly enrolled with the CPF/MF – Individual Taxpayers’ Registry of the Ministry of Finance under No. 930.260.137-49, resident and domiciled in the City of Vitória, State of Espírito Santo, at Avenida Dante Micheline, n° 1.845, apto. 101, Bairro Mata da Praia, CEP 29066-430, hereinafter individually referred to as “Isabela”;

on the other part, hereinafter referred to as “Buyer”,

[III] ARDENT MINES LIMITED, a company organized and existing in accordance with the laws of Nevada, United States of America, with head office in the City of New York, United States of America, at 100 Wall Street, 21st, Floor, New York, NY 10005, duly registered in the State of Nevada, United States of America, under No. C20312-2000, and duly enrolled with the CNPJ/MF – Brazilian National Registry of Legal Entities of the Ministry of Finance under No. 13.561.494/0001-25, herein represented, in accordance with its Articles of Incorporation, by Mr. Leonardo Alberto Riera, United States citizen, married under the specific system established by the laws of Venezuela, economist, holder of American passport No. 467010355, with office in the City of New York, United States of America, at 100 Wall Street, 21st Floor, New York, NY 10005,

Sellers and Buyer hereinafter individually referred to as “Party” and collectively as “Parties”,

and, as Intervening Party,

[IV] GOLD HILLS MINING LTDA., a limited liability company with head office in the City of Itapetim, State of Pernambuco, at Fazenda Piedade, s/n, Zona Rural, CEP 56720-000, duly enrolled with the CNPJ/MF - Brazilian National Registry of Legal Entities of the Ministry of Finance under No. 10.731.789/0001-04, with its articles of organization duly filed with the JUCEPE - Commercial Registry of the State of Pernambuco under NIRE No. 26.2.0173862-9, on March 23, 2009, herein represented in accordance with its Articles of Association by its managers, Mr. Rogério Antonio and Ms. Isabela Cianni Portugal, identified above, hereinafter referred to as “Company”,

1

and, as Assignee,

[V] CARLOS ALBERTO DE MELO LACERDA, Brazilian, married, lawyer, enrolled with the Brazilian Bar Association, Rio de Janeiro Chapter under OAB/RJ No. 28.226, enrolled with the CPF/MF – Individual Taxpayers’ Registry of the Ministry of Finance under No. 228.339.517-87, domiciled at Rua 7 de Setembro nº 55 grupo 1902, in the City and State of Rio de Janeiro, CEP 20050-004,

WHEREAS:

(A)           Rogério is the owner and lawful holder of twenty one thousand and ninety-five (21,095) quotas of the capital stock of the Company, free and clear of any and all liens, charges, encumbrances, usufructs, debts, doubts, actions or contingencies of any kind, with a par value of one Brazilian Real (R$1.00) each, totaling twenty one thousand and ninety-five Brazilian Reais (R$21,095.00);

(B)           Isabela is the owner and lawful holder of twenty one thousand and ninety-five (21,095) quotas of the capital stock of the Company, free and clear of any and all liens, charges, encumbrances, usufructs, debts, doubts, actions or contingencies of any kind, with a par value of one Brazilian Real (R$1.00) each, totaling twenty one thousand and ninety-five Brazilian Reais (R$21,095.00);

(C)           Sellers are collectively the owners and lawful holders of forty-two thousand one hundred and ninety (42,190) quotas of the capital stock of the Company, free and clear of any and all liens, charges, encumbrances, usufructs, debts, doubts, actions or contingencies of any kind, with a par value of one Brazilian Real (R$1.00) each, totaling forty-two thousand one hundred and ninety Brazilian Reais (R$42,190.00), representing all of the capital stock of the Company (“Quotas”);

(D)           the Company purpose is the prospecting for gold, silver and their byproducts and the mining of gold, silver and their byproducts, as well as the retail of gold and silver mineral goods and their byproducts, and it is the holder of the extraction rights relating to conduction of these activities, which are part of its assets, as described in Whereas “E” of this Agreement;

(E)           The Company has title to processes No. 846.165-09, 846.166-09, 846.167-09 and 846.174-09 (“Mineral Rights”), currently in progress in the Brazilian Mineral Production Department (“DNPM”), a federal agency linked to the Ministry of Mining and Power (“MME”), a body of the Federal Government of the Federative Republic of Brazil, by means of which the Company is authorized to prospect for gold, silver and their byproducts in the Cities of Desterro and Teixeira, State of Paraíba, and Itapetim and Brejinho, State of Pernambuco, encompassing a total area of 3,499.60 Hectares, to be collectively referred to as “Serra do Ouro” project, in accordance with Executive Order No. 227, of 1967 (the “Mining Code”) and additional laws;

(F)           Sellers wish to sell to Buyer the Company’s Quotas respectively owned by them, as well as all their rights and obligations;

(G)           Buyer wishes to purchase from Sellers the Company’s Quotas, for which purpose it has obtained from Sellers all information, data, certificates, agreements and other data, especially about the Mineral Rights, and found them to be in compliance with the applicable Brazilian law,

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NOW, THEREFORE, the Parties mutually resolve to execute this Quota Purchase Agreement and other Covenants (“Agreement”), which shall be governed by the following clauses and conditions:

I. PURCHASE AND SALE OF QUOTAS

1.1. Purchase and Sale of Quotas. Sellers hereby assign and transfer to Buyer, for consideration, all Quotas, representing the whole capital stock of the Company, free and clear of any and all liens, charges, encumbrances, usufructs, debts, doubts, actions or contingencies of any kind.

1.2. Assignment and Transfer of Quotas. The assignment and transfer of Quotas from Sellers to Buyer is hereby formalized by means of the execution, by the Parties, of the First Amendment to the Articles of Association of the Company (“Amendment”), which shall be an integral part hereof as Exhibit 1.2, and which shall be filed by Buyer with the JUCEPE - Commercial Registry of the State of Pernambuco within thirty (30) days after the date hereof, as well as with the DNPM/MME and all other bodies and authorities as required for it to produce all legal effects for implementation of the purchase and sale of Quotas contemplated in this Agreement.

1.2.1. Buyer shall send Seller, return receipt requested (AR – Return Receipt of the Mail Service), a certified copy of the Amendment duly filed with the JUCEPE - Commercial Registry of the State of Pernambuco within up to fifteen (15) days as from the date of filing thereof.

1.3. Clearance Certificates. In order to implement the purchase and sale of Quotas and to file the Amendment with the JUCEPE - Commercial Registry of the State of Pernambuco, as provided in Article 1.2 above, Sellers hereby deliver Buyer the original counterparts of all clearance certificates of the Company (“Clearance Certificates”) issued by the competent authorities, which had already been deemed valid by Buyer and which shall be an integral part hereof as Exhibit 1.3.

1.4. Other documents that may be required. Without prejudice to the provisions of Article 1.3 above, and at the request of public authorities, Sellers hereby agree to perform any and all other actions required to ratify the assignment and transfer of the Quotas as provided herein, actually cooperating for all documents required by the JUCEPE - Commercial Registry of the State of Pernambuco and other competent bodies and authorities, especially including the DNPM, to be provided and/or produced for implementation of the purchase and sale of the Company’s Quotas.

II. PRICE AND PAYMENT CONDITIONS

2.1. Purchase Price. The certain and agreed price to be paid by Buyer to Sellers for purchase of the Quotas representing all of the capital stock of the Company shall be composed of a fixed portion (“Fixed Prices”), a bonus (“Additional Price”) and a variable income (“Royalty”).

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2.2. First Fixed Price and Payment Conditions. The First Fixed Price is established in an amount in Brazilian Reais equivalent to two hundred and fifty thousand United States Dollars (USD$250,000.00), paid by Buyer to Sellers proportionally to the equity interest held by each Seller, by means of an international transfer of funds to the account held by Sellers with Banco HSBC, Branch No. 0426, checking account No. 09407-82, SWIFT: BCBBBRPR. This amount shall be duly converted into Brazilian Reais after the required conversion procedures and due registrations and authorizations issued by the SISBACEN – Central Bank of Brazil System.

2.2.1. Release. Upon receipt of the First Fixed Price, Sellers shall grant Buyer, by means of a separate document, full, general, irrevocable and irreversible release, having nothing else to claim, on any account, with regard to payment of the First Fixed Price, which shall include a statement of Buyers for purposes of releasing the amount of one hundred thousand United States Dollars (USD$100,000.00) credited in behalf of Sellers, in accordance with the provisions of the Escrow Agreement, which shall be an integral part hereof as Exhibit 2.2.1.

2.3. Second Fixed Price and Payment Conditions. According to the Extraction results, as defined in Section 4.1. below, Buyer shall pay Sellers the following amounts, it being understood that:

(a) Should the Extraction confirm the existence of gold, silver and byproduct reserves between three hundred thousand (300,000) and four hundred and ninety-nine thousand nine hundred and ninety-nine (499,999) equivalent gold ounces, certified in accordance with the National Instrument 43101, enacted by the CSA – Canadian Securities Administration, as “proven reserves”, the additional payment to be made by Buyer to Sellers shall correspond to four hundred thousand United States dollars (USD$400,000.00), to be paid within up to thirty (30) days after completion of the Pre-Feasibility Study, which shall be prepared within up to one hundred and eighty (180) days after publication of approval of the Final Mineral Prospection Report by the DNPM;

(b) Should the Extraction confirm the existence of gold, silver and byproduct reserves in excess of four hundred and ninety-nine thousand nine hundred and ninety-nine (499,999) equivalent gold ounces, certified in accordance with the National Instrument 43101, enacted by the CSA – Canadian Securities Administration, as “proven reserves”, the additional payment to be made by Buyer to Sellers shall be as follows: (i) one million United States dollars (USD$1,000,000.00), to be paid within up to thirty (30) days after completion of the Pre-Feasibility Study, which shall be prepared within up to one hundred and eighty (180) days after publication of approval of the Final Mineral Prospection Report by the DNPM; and (ii) two United States Dollars (USD$2.00) per additional ounce in excess of the first five hundred thousand (500,000) equivalent gold ounces, to be paid in four (4) successive biannual installments in the same amount, it being understood that the first installment shall be due on the twelfth (12th) month after payment of the amount defined in item (i) above;

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2.3.1. For purposes of the provisions of letters (a) and (b) above, “mineral reserves” shall mean only the volume of gold, silver and their byproducts contained in the ore existing in the soil and subsoil of the areas covered by the extraction rights held by the Company, characterized as “measured and indicated gold reserves”, as informed in the final mineral prospection report to be presented to the DNPM – Brazilian National Mineral Production Department, prepared for purposes of obtaining the Mining Concession, as established by the Brazilian Law. Definition of these reserves shall also observe the equivalence between the concepts of measured and indicated reserves as established in the Brazilian Law and the concepts of “measured resources” and “indicated resources”, respectively, as defined in accordance with the National Instrument 43-101, issued by the CSA – Canadian Securities Administration, which is internationally acknowledged and broadly used for purposes of defining mineral resources and reserves, which concepts may not be mistaken for the concepts of “proven reserves” and "probable reserves” defined in the same rule, which do not apply to the scope of the investment program defined in Section V below.

2.4. The Parties hereby agree that if the Extraction confirms the existence of gold, silver and byproduct reserves of less than three hundred thousand (300,000) gold, silver and byproduct ounces, no additional payment shall be made by Buyer to Sellers.

2.4.1. In this case, Buyer shall grant Sellers the option to acquire Mineral Rights for the amount hereby agreed of one Brazilian Real (R$1.00) per gold ounce contained in the mineral reserves, as defined at the end of the Extraction, which option shall be informed by Sellers within up to sixty (60) days as from the date on which they receive a notice in this regard. The Parties shall execute a separate document for purposes of complying with the provisions of this Section 2.4.1.

2.5. Additional Price and Payment Conditions. Within up to thirty (30) days as from the date on which the Company obtains the Environmental Installation License, Buyer shall pay Sellers the equivalent in Brazilian Reais to seven hundred thousand United States dollars (USD$700,000.00).

2.6. Variable Income. After beginning of the gold, silver and byproduct extraction by the Company in the Mineral Rights area, either through experimental mining (Use Form granted by the DNPM) or final mining (through an Ordinance granted by the MME), and during the entire useful life of the deposits existing in the Mineral Rights areas, Sellers shall be entitled to receive from the Company a monthly income (“Royalty”) equivalent to two percent (2%) of the net income obtained from sale of the mineral product collected in the Mineral Rights areas as a result of extraction and processing, calculated in accordance with the internationally acknowledged concept of Net Smelting Return, which corresponds to the gross revenues from the sale of refined gold and byproducts, less costs and taxes related to the refining process.

2.6.1. The payment of Royalties shall relate to the actual value of production, melting, refining of the ore or metal or ore concentrates (“Product”) derived from the production and sold after deduction of the following expenses, by Buyer, for purposes of calculating payment: melting and refining expenses; transportation of ore, metal or concentrates from the mine to any refining or melting company or another buyer; sale costs; insurance on the product; fees for the import or export of metals or concentrates applicable in Brazil or in the country of destination of the product, if these charges or costs are not paid by the Product purchaser.

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2.6.1.1. In case the refining or melting processes occur outside the Mineral Rights areas, the costs and fees relating to these operations, except for the costs and fees relating to transportation, shall be reasonable and compatible with the parameters for equivalent operations.

2.6.2. The royalties shall be paid monthly by the Company by the fifteenth (15th) day of the month following the month of actual sale of the gold, silver and byproducts, based on the accounting records of the Company.

2.6.3. Each payment owed shall be made in Brazilian currency by means of credit to a bank account to be informed by Sellers.

2.6.4. Upon the monthly payment contemplated in Section 2.6.2, the Company shall send Sellers a written statement informing the basis for calculation of the Royalty owed in the reference month.

2.6.5. Within up to ninety (90) days after the end of each fiscal year of production and payment of Royalty, the payment records may be audited by Sellers and any required amendments shall be made a posteriori.

2.7. Existence of other Minerals. The Parties acknowledge that the additional payments and the payment of Royalties contemplated herein shall only be owed by Buyer to Sellers in the event of existence of gold, silver and byproduct reserves, calculated in gold equivalent, for which reason they are not applicable to verification of the existence of other minerals.

2.8. The Parties hereby agree that for purposes hereof the terms “ounce” or “ounces” shall mean Troy ounces, in accordance with the internationally accepted standards.

III. DEFAULT ON PAYMENTS

3.1. Default. All amounts owed to Sellers and not paid on the maturity date contemplated in the Agreement shall be adjusted for inflation in accordance with the General Market Price Index (“IGP-M”) compiled and disclosed by the Getúlio Vargas Foundation, and added by interest of one percent (1%) per month and a default fine equivalent to ten percent (10%) of the adjusted amount of the debt, from the maturity date until actual payment thereof, which amounts may be collected by means of a process of execution.

IV. MINERAL EXTRACTION

4.1. Extraction. For purposes hereof, mineral extraction (“Extraction”) means mineral prospection works, as defined in Executive Order No. 227/69 (“Mining Code”), for the purpose of defining the volume and quality of gold, silver and byproducts contained in the soil and subsoil of the areas covered by the Mineral Rights.

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4.2. Within ninety (90) days as from execution hereof, Buyer shall begin the Extraction, at its sole and own expenses and liens, by means of a mineral prospection program compatible with the best international practices, subject to the provisions of the Brazilian mining laws, for the purpose of determining the cubic footage (volume and quality) of the mineral reserves existing in the Mineral Rights area.

4.2.1. As from execution hereof, Buyer shall be solely and exclusively liable for the processing of Mineral Rights in the DNPM/MME, incurring and being liable for all rights and obligations under the Mining Code and applicable law, including with regard to the soil owners. For that purpose, the Company grants, on the date hereof and in a separate instrument, powers for representatives of Buyer to have access to the Mineral Rights, while the Amendment is filed with the JUCEPE - Commercial Registry of the State of Pernambuco.

4.2.2. Rogério hereby agrees to assist Buyer, using his best efforts for Buyer to obtain the authorization of any third party that owns and/or has possession of the soil encompassed by the Mineral Rights area, so that the extraction works can be performed.

4.3. The Company shall be required to complete all Extraction works as required to prepare and present to the DNPM the respective final mineral prospection reports relating to the Mineral Rights, in accordance with the provisions of Executive Order No. 227, of February 28, 1967, and of Executive Order No. 62934, of July 2, 1968, which have created, respectively, the Brazilian Mining Code and the Brazilian Mining Code Regulation, as amended, as well as with all other applicable laws, regulations and rules, to measure and determine the mineral reserves held by the Company.

4.4. During performance of the Extraction works, Rogério shall be entitled to analyze all data obtained by the Company, and he may also request information in writing on the progress of the Extraction works to the Company, which shall answer him within up to fifteen (15) days.

V. INVESTMENT FOR MINERAL EXTRACTION

5.1. Investment for Extraction. Buyer shall invest the minimum amount equivalent in Brazilian Reais to three million five hundred thousand United States dollars (USD$3,500,000.00) in the Company for the Extraction works in the Mineral Rights area, upon development of an extensive extraction program (“Extraction Program”).

5.1.1. Sellers shall be granted the right to audit the Extraction Program upon a fifteen (15)-day notice thereof to the Company, it being understood that Sellers shall incur the audit costs.

VI. REPRESENTATIONS AND WARRANTIES OF BUYER

6.1. Representations and Warranties of Buyer. Buyer represents and warrants to Sellers that Buyer is a company duly organized and existing in accordance with the laws of Nevada, United States of America, duly registered with the United States Securities and Exchange Commission, having all required power to execute and comply with the obligations contemplated in this Agreement and in the other agreements contemplated herein, having performed all corporate actions required to authorize execution hereof and complied with all applicable laws, regulations and rules. Buyer is further disposed to comply with all obligations assumed to Sellers as provided in this Agreement.

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6.2. Advisory Board of the Company. The Parties agree that this is the body entitled to issue opinions on the general business policy of the Company, among other matters, pursuant to the provisions of the Articles of Association of the Company.

6.2.1.       Structure. The Advisory Board to be created in the Company shall be composed of at least two (2) and at most five (5) members, of whom one shall be the Chairperson and the other members shall have no specific designation, whether quotaholders or not, resident in Brazil or not, and who shall be elected and removed from office by members representing a majority of the capital stock of the Company, in a Meeting of Members, for a term of office of three (3) years, reelection being permitted.

6.2.2.       Meetings of the Advisory Board of the Company. The Advisory Board shall meet at least once a year and the meeting shall be called by the Chairperson of the Advisory Board. The meetings shall be held within up to five (5) days after issuance, by letter, telegram or facsimile, of a notice in this regard. Such notice shall specify the agenda of the meeting. For the meetings of the Advisory Board to be valid, a majority of its members shall attend the meeting, be represented by an attorney-in-fact with specific powers or send its vote by letter, telegram or facsimile before the meeting begins.

6.2.3.       Resolutions of the Advisory Board of the Company. The resolutions and decisions of the Advisory Board shall be valid provided they are approved by a majority vote of its members, and they shall be signed by all attending members and recorded in the Minutes of Meeting of the Advisory Board. However, these decisions are not binding to third parties and do not waive obtainment of any other authorization by the Company’s members and/or managers, as established in the other provisions of the Articles of Association of the Company.

6.2.4.       Powers of the Advisory Board of the Company. The Advisory Board of the Company shall be empowered to resolve on the following matters of interest to the Company:

(a)           general policy of the Company with regard to the extraction of gold, silver and their byproducts;

(b)           development of the Company’s business, especially the extraction of gold, silver and their byproducts, as well as inspection of these matters;

(c)           operations not included in the Company purpose or execution of agreements and assumption of obligations that may be especially important to the Company, either in view of their duration or for any other reason; or, finally, the performance of acts, facts, business or similar actions outside the ordinary course of business of the Company; and

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(d)           any matter that may be presented by one of the members of the Advisory Board or by the Company’s manager.

6.2.5. The Parties hereby agree that Buyer shall appoint for the first term of office Rogério as one of the members of the Advisory Board of the Company, subject to the provisions of the Articles of Association of the Company with regard to the term of office, possibility of reelection, attributions, powers, duties, and responsibilities. Rogério’s remuneration, as well as the remuneration of the other members of the Advisory Board of the Company, shall observe the amounts currently paid by the Brazilian companies that operate in the same industries as the Company with regard to the remuneration of members of the Advisory Board or members of the Board of Directors of such companies, as the case may be.

6.3. Extraction Costs. Buyer warrants that it shall be solely, directly and exclusively liable for all investments, expenses and costs required for performance of the mineral prospection works, economic feasibility study, loans, obtainment of licenses, mine construction and implementation works, among others, until construction and commissioning of the processing plant of the mining undertaking to be installed on the Mineral Rights areas. Similarly, Buyer represents that Buyer shall be responsible for management of all services and works, production and operation of the mine and the sale of ore in the Mineral Rights areas, it being understood that Buyer and the Company may not claim from Sellers reimbursement for any amounts, at any time and for any reason.

6.4. Perishing of Mineral Rights. Should one and/or all Mineral Rights perish in view of failure to comply with the applicable law, Buyer warrants that it shall pay Sellers the fine established in Brazilian Reais equivalent to three million United States dollars (USD$3,000,000.00), in addition to being liable for losses, damages and/or ceasing profits in excess of this amount, which shall be assessed in accordance with the provisions of Law No. 10,406, of January 10, 2002, which creates the Brazilian Civil Code, as amended.

6.5. Access to Extraction Rights. Buyer shall grant Sellers, upon a forty-eight (48)-hour prior notice, access to all information relating to the Extraction or to the Mineral Rights as of the date hereof, and Sellers may inspect all technical works hereunder and under the Mineral Rights. However, Sellers may not interfere in any way in these works, and they shall be exclusively liable for all costs resulting from the aforementioned inspection.

6.6. Maintenance of Mineral Rights. The Company shall exclusively liable for maintenance of the Mineral Rights and legal commitments before the DNPM, soil owners, environmental control bodies, City Governments, Judicial District Courts, among others, as of the date hereof, and it shall not be entitled to any claim against Sellers.

6.7. Financial Commitments. Soil Owner. Buyer is aware of and agrees to pay the financial commitments existing before the date hereof, as well as to make the monthly payments from now on to Ms. Carla Andrea do Nascimento, soil owner, pursuant to the provisions of the agreement executed with her.

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6.8. Encumbrance of Mineral Rights. Until completion of the Pre-Feasibility study and of the corresponding final mineral prospection reports relating to the Mineral Rights, Buyer may not spin-off, transfer, alienate, encumber, burden and/or offer as guarantee to third parties the Mineral Rights, in whole or in part, under penalty of nullity of the assignment. During this period, Buyer also warrants that it shall keep the Mineral Rights free and clear of any judicial and/or extrajudicial liens, under penalty of payment of the fine contemplated in Section 6.4 hereof.

VII. REPRESENTATIONS AND WARRANTIES OF SELLERS

7.1. Representations and Warranties of Sellers. Sellers represent and warrant to Buyer, in their individual capacity as Sellers and as members and managers of the Company, that the representations contained in this Article are true and correct on the date hereof, unless otherwise provided in any exhibit hereto.

7.2. Organization. The Company is an entrepreneurial limited liability company duly organized and existing in accordance with the laws of the Federative Republic of Brazil, having all required power to execute and comply with the obligations contemplated in this Agreement and in the other agreements contemplated herein, having performed all corporate actions required to authorize execution hereof and complied with all applicable laws, regulations, and rules.

7.3. Capital Stock. The capital stock of the Company is forty-two thousand one hundred and ninety Brazilian Reais (R$42,190.00), duly subscribed and paid in Brazilian currency, it being understood that all Quotas are free and clear of any and all liens, charges, encumbrances, usufruct rights, debts, doubts, actions or contingencies of any kind.

7.4. Ownership of Mineral Rights. The Company is the exclusive owner of the Mineral Rights. No Party other than the Company has any right, title or interest in or to the Mineral Rights of Serra do Ouro, and there are no restrictions, obstacles, guarantees, options or any other equity interest of any kind or nature on the mineral rights of Serra do Ouro, except for the rights held by the Company, which are free and clear of any and all debts, liabilities, encumbrances, charges, rights and any other rights, contingent or otherwise, of any other person.

7.5. Litigation. By the date hereof, there are no proceedings, legal actions, administrative proceedings, including notices of infraction or legal or extrajudicial actions of any kind, brought by or against the Company, its assets and rights or against Sellers, and Sellers are not aware, by the date hereof, of any fact, act or failure to act that may originate any future filing, inception or notice of infraction.

7.6. Agreements. Sellers hereby declare that they have executed two (2) agreements, in the name of Isabela, with the owners and/or possessors of the soil, which properties encompass part of the Mineral Rights areas, which has granted them free access to those areas, in accordance with the copies of such documents attached hereto as Exhibit 7.6. Sellers hereby agree to transfer the rights and obligations relating to such agreements to the Company.

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7.7. Tax Matters. By the date hereof, there are no duties, taxes, fees, contributions and/or charges of any kind, including, without limitation to, of a business, contractual, labor, mining, land and/or insurance nature, for which the Company is liable and which have not been paid, and there are no legal actions, administrative proceedings, notices of infraction or any other measures relating to these obligations.

7.8. Labor Matters. By the date hereof, the Company does not have any collective bargaining agreement or employment contract involving liabilities, obligations or severance pay, in addition to those usually required by law, and the Company has not agreed to pay, granted or paid any remuneration, bonus, indemnification not contemplated in the applicable law, benefit plan, profit sharing, interest or commission resulting from the intermediation of customers, management or obtainment of current and future accounts, pension and retirement, nor any other benefit or advantages, nor is the Company required to grant salary increases above the limits established in union agreements or collective bargaining or any other benefit, advantage or interest, on any account, other than those required by law. The Company has not engaged third parties to provide services under conditions that could somehow be deemed an employment relationship.

7.9. Financial Statements. The financial statements of the Company, duly signed by Sellers and by the Company’s accountants, as included in Exhibit 7.9 to this Agreement, duly represent, in all material respects, the consolidated financial conditions and the consolidated results of cash flow operations of the Company on their respective dates or for the respective periods indicated therein, all in accordance with the Brazilian accounting principles, already adjusted to the accounting principles adopted in the United States of America (USGAAP). By the date hereof, the Company’s records are permanent and there is no obligation or liability of any kind not recorded in the accounting books or registered in other amount than the actual amount thereof, or which is recorded but not covered by reserves or provisions ensuring full liquidity thereof, it being understood that all debits and credits due and coming due are duly recorded, as well as all operations conducted by the Company and based on proper documents that ensure the legitimacy, effectiveness, regularity and good liquidity thereof.

7.10. Business Agents. By the date hereof, the Company has no business agents in Brazil and/or abroad.

7.11. Intellectual Property. By the date hereof, the Company has no rights relating to intellectual property, including, without limitation to, trademarks, patents and industrial design.

7.12. Compliance with Environmental Rules. By the date hereof, Sellers and the Company have observed and complied with all environmental laws, regulations and rules relating to conduction of the Company’s activities, and there are no lawsuits, administrative proceedings or any other measures relating to these obligations.

7.13. Authorizations. Sellers and the Company have performed all required actions to implement the transaction contemplated herein, and they have obtained all prior authorizations from the competent bodies, as well as all third-party consents required for implementation of the transaction contemplated herein.

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[7.14. Assignment of Interest in the Fixed Prices and Variable Income. Sellers, with the express consent of Buyer and the Company, which is hereby granted, are hereby authorized to assign to the Assignee the equivalent to ten percent (10%) of all rights contemplated in Sections 2.3, 2.5 and 2.6 hereof, for these payments to be directly credited, in the proportion informed above, to a bank account held by the Assignee to be indicated in due course.

VIII. FINE AND INDEMNIFICATION

8.1. Fine and Indemnification. Compliance or failure to comply with any provision hereof, as well as the inaccuracy or violation of any of the representations and warranties contemplated in this Agreement shall subject the nonperforming party to pay a fine equivalent to twenty percent (20%) of the price actually paid for the Quotashereby sold, duly adjusted for inflation as from the date hereof by the IGP-M/FGV – General Market Price Index, as compiled and disclosed by the Getúlio Vargas Foundation (or another official index that may replace it as determined by the Federal Government), without prejudice to the payment of damages to the innocent party in excess of this amount, which shall be calculated in accordance with the provisions of Law No. 10406, of January 10, 2002, which created the Brazilian Civil Code, as amended, provided the events contemplated in Sections 3.1 and 6.4 above.

8.2. Liability for actions performed. Subject to the terms and conditions contemplated in this Agreement, Sellers shall be liable for the actions performed and losses resulting therefrom before the date hereof, and Buyer shall be liable for the actions performed and losses resulting therefrom after the date hereof.

IX. GENERAL PROVISIONS

9.1. Entire Agreement.This Agreement, along with all subsidiary agreements executed for consummation of the transactions contemplated herein, constitutes the entire agreement between the contracting Parties with regard to the purchase and sale of Quotas, superseding all previous agreements in this regard, whether oral or written, it being understood that the Memorandum of Understanding executed on January 4, 2011 and the Pledge Agreement executed on February 25, 2001 hereby become null and void, for all legal purposes.

9.2. Irrevocability. This Agreement is irrevocably and irreversibly executed, and it shall be binding upon the Parties, their successors and/or legal representatives, on any account.

9.3. Amendments.Any and all amendments to this Agreement shall only be deemed valid if prepared in writing and signed by all Parties.

9.4. Severability. Should any provision contained in this Agreement or application thereof to any person or circumstance be deemed invalid or unenforceable, in whole or in part, the part of this or the other provisions not deemed invalid or unenforceable and application thereof to persons or circumstances not affected by such invalidity or unenforceability shall remain in full force and effect, it being understood that the Parties shall be required to revalidate the null or annulled provision, as permitted by law, so that the Parties’ intent expressed therein prevails, to the possible extent.

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9.5. Confidentiality. Except as required by the laws of the Federative Republic of Brazil and by the applicable laws, regulations and rules of the United States of America, especially those issued by the United States Securities and Exchange Commission, any other public announcements involving this Agreement or the transactions contemplated herein, including the applicable prices and conditions, shall only be made upon the mutual consent of Buyer and Sellers. Buyer and Sellers agree not to disclose to any person or to third parties any fact related to this Agreement or to the transactions contemplated herein for a term of five (5) years after the date of execution hereof.

9.6. Notices. All communications and notices hereunder shall be in writing and sent by certified mail, delivered in person or sent by facsimile or e-mail, and they shall be addressed to the Parties’ addresses informed below. The following shall be accepted as proof of receipt, as the case may be: the AR – Return Receipt of the Mail Service, stamp of the addressee, confirmation of receipt of facsimile or e-mail transmission:

To Sellers:

Rogério Antonio

Avenida Dante Micheline, n° 1.845, apto. 101

Bairro Mata da Praia

CEP 29066-430

Vitória - ES

Email: rantoniobz@hotmail.com

Facsimile: [55] 27-3041-5215

Isabela Cianni Portugal

Avenida Dante Micheline, n° 1.845, apto. 101

Bairro Mata da Praia

CEP 29066-430

Vitória - ES

with copy to:

Carlos Alberto de Melo Lacerda

Rua 7 Setembro 55 grupo 1902

Centro

CEP 20050-004

Rio de Janeiro – RJ

Email: c.lacerda@globo.com

Facsimile: [55] 21-2221-2205

To Buyer:

Ardent Mines Limited

100 Wall Street, 21st, Floor

New York, NY 10005

Attention:                Leonardo Alberto Riera, President & Chief Executive Officer

Emails:                    info@ardentmines.com

Facsimile:               561 989 3201

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with copy to:

WUERSCH & GERING LLP

100 Wall Street, 21st Floor

New York

New York 10005

Attention:                Mr. Travis L. Gering

Email:           travis.gering@wg-law.com

Facsimile:                610-819-9104

and to:

Xavier, Bernardes, Bragança, Sociedade de Advogados

Avenida Brasil, n° 1008

Jardim América

São Paulo - SP

CEP 01430-001

Attention:             Mr. João Claudio De Luca Junior

Mr. Guilherme Filardi

Emails:                 joaoclaudio@xbb.com.br

guilhermefilardi@xbb.com.br

Facsimile:            (11) 3069 4301

and to:

Luciano de Freitas Borges

SRTN, Quadra 701, Centro Empresarial Norte, Bloco A, salas 108/110

Brasília – Distrito Federal

CEP 70719-903

Email:                  luciano@adhocadvisors.com.br

Facsimile:           (61) 3039-6780

9.6.1. The applicable Party shall inform the other involved Parties of any change in the address above.

9.7. Governing Law.This Agreement shall be governed and construed in accordance with the laws of the Federative Republic of Brazil (“Governing Law”).

9.8. Arbitration. Any and all disputes relating to the construction or performance hereof shall be resolved by arbitration, in accordance with the Arbitration Rules of the Center of Arbitration and Mediation of the Brazil-Canada Chamber of Commerce (“CCBC”), with head office in the City of São Paulo, State of São Paulo, at Rua do Rócio, nº 220, cj.121, 12º andar. Arbitration shall be conducted in the City of São Paulo, State of São Paulo.

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9.8.1. Arbitration shall be conducted in Portuguese, based on the Governing Law, no arbitration in equity being permitted, by a panel composed of three (3) arbitrators chosen from among the arbitrators listed by the CCBC or others, provided all of them meet the requirements established in the CCBC Regulation, and especially who have a widely known and vast experience in mining, corporate, tax and accounting matters. Sellers shall individually or collectively designate one arbitrator, Buyer shall designate the second arbitrator, and after both arbitrators are designated without any valid objection or challenge, they shall agree on the third arbitrator, who shall chair the panel.

9.8.2. In any case, the Parties shall equally share the costs of arbitration between them, and each party shall incur its costs. The arbitrators may decide, in the final arbitration award, on the division of the arbitration costs.

9.8.3. The Parties agree that any of them may need a preliminary injunction. The request for a preliminary injunction by any of the parties, either before or after commencement of the arbitration procedure, shall not be deemed incompatible with or construed as a release from the provisions of this Section, even if the parties acknowledge that the arbitral tribunal has powers to grant injunctions, including provisional remedies that may be deemed fair and unbiased. For purposes of this Section, the Parties elect the Central Courts of the Judicial District of the Capital City of São Paulo.

9.9. Currency.All amounts expressed in foreign currency in this Agreement shall be converted into the Brazilian currency on the date of closing of the Foreign Exchange Contract, in accordance with the rules of the Central Bank of Brazil. The use of Foreign currency as reference for amounts expressed in this Agreement is intimately related to the fact that Buyer is a company headquartered abroad and needs these amounts to be expressed in Foreign currency.

9.10. Relationship between the Parties.This Agreement neither creates any partnership between the Parties nor imposes any other responsibility on the Parties in addition to those related to compliance with the provisions and obligations established herein. Each Party shall be free to engage in other activities involving the prospection, research, extraction, processing, manufacture and sale of ore outside the geographic scope of the Mineral Rights areas.

9.11. Binding Effects.It is the intention of the Parties that Seller’s rights contemplated herein produce binding effects, for which purpose they are entitled to register or cause this Agreement to be registered with any Registration Bodies.

9.1.1. Buyer and the Company hereby agree to cooperate and grant any written consent, if necessary, with regard to any documents or actions reasonably required for these registrations, as well as to allow Sellers to have access to the records of the Mineral Rights in progress in the DNPM/MME, regardless of express authorization, it being understood that the provisions of this Section shall be deemed a special authorization for such purpose, which authorization may not be cancelled or annulled by Buyer and by the Company during validity hereof.

15

9.12. Special Provisions.The Parties are fully aware of the conditions hereby formalized, and they neither admit any substantial error with regard to the declarations of will expressed herein, nor do they deem that there is an immediate and considerable damage on any account. In addition, the Parties are not in need of execution hereof, because they deem that the obligations assumed hereunder are not excessively burdensome, nor are they executing this Agreement in view of a pressing necessity, because the obligations assumed hereunder are proportional to their capacity and experience with regard to the subject matter hereof. This Agreement is executed in accordance with the probity and good-faith doctrines, limited to the social function hereof.

IN WITNESS WHEREOF, the Parties execute this Quota Purchase Agreement and other Covenants in three (3) counterparts of equal contents and form, in the presence of the two (2) witnesses identified below.

São Paulo – State of São Paulo, May 4, 2011

Sellers:

ROGÉRIO ANTONIO

ISABELA CIANNI PORTUGAL

Buyer:

ARDENT MINES LIMITED

By: Leonardo Alberto Riera

Position: President and Chief Executive Officer

Intervening Party:

GOLD HILLS MINING LTDA.

By: Rogério Antonio and Isabela Cianni Portugal

Position: Managing Partners

Assignee:

CARLOS ALBERTO DE MELO LACERDA

OAB/RJ No. 28.266

CPF/MF No. 228.339.517-87

16

Witnesses:

1.________________________________	2. ________________________________
Name:	Name:
CPF/MF:	CPF/MF:
ID:	ID:

17

EX-10.13

Exhibit 10.13

ARDENT MINES LIMITED

STOCK OPTION PLAN

This Stock Option Plan (the “Option Plan”) provides for the grant of options to acquire shares of common stock, $0.00001 par value (the “Common Stock”), of ARDENT MINES LIMITED, a Nevada corporation (the “Company”). Stock options granted under this Option Plan that qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), are referred to in this Option Plan as “Incentive Stock Options.” Incentive Stock Options and stock options that do not qualify under Section 422 of the Code (“Non-Qualified Stock Options”) granted under this Option Plan are referred to as “Options.”

1. PURPOSES.

The purposes of this Option Plan are to retain the services of valued key employees of the Company, its subsidiaries and such other affiliates as the Plan Administrator shall select in accordance with Section 3 below; to encourage such persons to acquire a greater proprietary interest in the Company, thereby strengthening their incentive to achieve the objectives of the shareholders of the Company; and to serve as an aid and inducement in the hiring of new employees.

2. ADMINISTRATION.

This Option Plan shall be administered by the Board of Directors of the Company (the “Board”) if each director is an “outside director” (as defined below). If all directors are not outside directors, the Option Plan shall be administered by a committee designated by the Board and composed of two (2) or more members of the Board that are “non-employee directors” and “outside directors” (as defined below), which committee (the “Committee”) may be the compensation committee or a separate committee especially created for this purpose. The term “non-employee director” shall have the meaning assigned to it under Rule 16b-3 (as amended from time to time) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor rule or regulatory requirement. The term “outside director” shall have the meaning assigned under Section 162(m) of the Code (as amended from time to time) and the regulations (or any successor regulations) promulgated thereunder (“Section 162(m) of the Code”). The Committee shall have the powers and authority vested in the Board hereunder (including the power and authority to interpret any provision of this Option Plan or of any Option). The members of any such Committee shall serve at the pleasure of the Board. A majority of the members of the Committee shall constitute a quorum, and all actions of the Committee shall be taken by a majority of the members present. Any action may be taken by a written instrument signed by all of the members of the Committee and any action so taken shall be fully effective as if it had been taken at a meeting. The Board, or any committee thereof appointed to administer the Option Plan, is referred to herein as the “Plan Administrator.”

Subject to the provisions of this Option Plan, and with a view to effecting its purpose, the Plan Administrator shall have sole authority, in its absolute discretion, to (a) construe and interpret this Option Plan; (b) define the terms used in this Option Plan; (c) prescribe, amend and rescind rules and regulations relating to this Option Plan; (d) correct any defect, supply any omission or reconcile any inconsistency in this Option Plan; (e) grant Options under this Option Plan; (f) determine the individuals to whom Options shall be granted under this Option Plan and whether the Option is an Incentive Stock Option or a Non-Qualified Stock Option; (g) determine the time or times at which Options shall be granted under this Option Plan; (h) determine the number of shares of Common Stock subject to each Option, the exercise price of each Option, the duration of each Option and the times at which each Option shall become exercisable; (i) determine all other terms and conditions of Options; and (j) make all other determinations necessary or advisable for the administration of this Option Plan. All decisions, determinations and interpretations made by the Plan Administrator shall be binding and conclusive on all participants in this Option Plan and on their legal representatives, heirs and beneficiaries.

ARDENT MINES LIMITED STOCK OPTION PLAN

The Board or the Committee may delegate to one or more executive officers of the Company the authority to grant Options under this Option Plan to employees of the Company who, on the Date of Grant, are not subject to Section 16(b) of the Exchange Act with respect to the Common Stock (“Non-Insiders”), and are not “covered employees” as such term is defined for purposes of Section 162(m) of the Code (“Non-Covered Employees”), and in connection therewith the authority to determine: (a) the number of shares of Common Stock subject to such Option; (b) the duration of the Option; (c) the vesting schedule for determining the times at which such Option shall become exercisable; and (d) all other terms and conditions of such Options. The exercise price for any Option granted by action of an executive officer or officers pursuant to such delegation of authority shall not be less than the fair market value per share of the Common Stock on the Date of Grant. Such delegation of authority shall not include the authority to accelerate the vesting, extend the period for exercise or otherwise alter the terms of outstanding Options. The term “Plan Administrator” when used in any provision of this Option Plan other than Sections 2, 5(m), 5(n) and 12 shall be deemed to refer to the Board or the Committee, as the case may be, and an executive officer who has been authorized to grant Options pursuant thereto, insofar as such provisions may be applied to persons that are Non-Insiders and Non-Covered Employees and Options granted to such persons.

3. ELIGIBILITY.

Incentive Stock Options may be granted to any individual who, at the time the Option is granted, is an employee of the Company or any Related Corporation (as defined below), including employees who are directors of the Company (“Employees”). Non-Qualified Stock Options may be granted to Employees and to such other persons who are employed by affiliated companies, other than directors who are not Employees, as the Plan Administrator shall select. Options may be granted in substitution for outstanding Options of another corporation in connection with the merger, share exchange, acquisition of property or stock or other reorganization between such other corporation and the Company or any subsidiary of the Company. Any person to whom an Option is granted under this Option Plan is referred to as an “Optionee.” Any person who is the owner of an Option is referred to as a “Holder.”

As used in this Option Plan, the term “Related Corporation” shall mean any corporation (other than the Company) that is a “Parent Corporation” of the Company or “Subsidiary Corporation” of the Company, as those terms are defined in Sections 424(e) and 424(f) respectively, of the Code (or any successor provisions), and the regulations thereunder (as amended from time to time).

4. STOCK.

The Plan Administrator is authorized to grant Options to acquire up to a total of Seven Million Five Hundred Thousand (7,500,000) shares of the Company’s authorized but unissued Common Stock during the period beginning with the Effective Date as provided for in Section 7 and ending on the tenth anniversary of the date of this Option Plan (“Option Grant Period”). The number of shares with respect to which Options may be granted hereunder is subject to adjustment as set forth in Subsection 5(m) hereof. In the event that any outstanding Option expires or is terminated for any reason, the shares of Common Stock allocable to the unexercised portion of such Option may again be subject to an Option to the same Optionee or to a different person eligible under Section 3 of this Option Plan so long as the grant is made within the Option Grant Period; provided however, that any canceled Options will be counted against the maximum number of shares with respect to which Options may be granted to any particular person as set forth in Section 6 hereof.

5. TERMS AND CONDITIONS OF OPTIONS.

Each Option granted under this Option Plan shall be evidenced by a written or online agreement approved by the Plan Administrator (the “Agreement”). Agreements may contain such provisions, not inconsistent with this Option Plan, as the Plan Administrator in its discretion may deem advisable. All Options also shall comply with the following requirements:

(a) Number of Shares and Type of Option.

Each Agreement, in itself or by reference to a service provider’s stock option website, shall state the number of shares of Common Stock to which it pertains and whether the Option is intended to be an Incentive Stock Option or a Non-Qualified Stock Option. In the absence of action to the contrary by the Plan Administrator in connection with the grant of an Option, all Options shall be Non-Qualified Stock Options. The aggregate fair market value (determined at the Date of Grant, as defined below) of the stock with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year shall not exceed $100,000, or such other limit as may be prescribed by the Code as it may be amended from time to time. Any portion of an Option which exceeds the annual limit shall not be void, but rather shall be a Non-Qualified Stock Option.

Page 2 of 7

ARDENT MINES LIMITED STOCK OPTION PLAN

(b) Date of Grant.

Each Agreement, in itself or by reference to a service provider’s stock option website, shall state the date within the Option Grant Period that the Plan Administrator has deemed to be the effective date of the Option for purposes of this Option Plan (the “Date of Grant”).

(c) Option Price.

Each Agreement, in itself or by reference to a service provider’s stock option website, shall state the price per share of Common Stock at which it is exercisable. The exercise price shall be fixed by the Plan Administrator at whatever price the Plan Administrator may determine in the exercise of its sole discretion; provided that the per share exercise price for any Option granted shall not be less than the fair market value per share of the Common Stock at the Date of Grant as determined by the Plan Administrator in good faith; provided further, that with respect to Incentive Stock Options granted to greater-than-10 percent (> 10%) shareholders of the Company (as determined with reference to Section 424(d) of the Code), the exercise price per share shall not be less than 110 percent (110%) of the fair market value per share of the Common Stock at the Date of Grant as determined by the Plan Administrator in good faith; and, provided further, that Options granted in substitution for outstanding options of another corporation in connection with the merger, share exchange, acquisition of property or stock or other reorganization involving such other corporation and the Company or any subsidiary of the Company may be granted with an exercise price equal to the exercise price for the substituted option of the other corporation, subject to any adjustment consistent with the terms of the transaction pursuant to which the substitution is to occur.

(d) Duration of Options.

At the time of the grant of the Option, the Plan Administrator shall designate, subject to Subsection 5(g) below, the expiration date of the Option, which date shall not be later than ten (10) years from the Date of Grant; provided, that the expiration date of any Incentive Stock Option granted to a greater-than-10 percent (>10%) shareholder of the Company (as determined with reference to Section 424(d) of the Code) shall not be later than five (5) years from the Date of Grant. In the absence of action to the contrary by the Plan Administrator in connection with the grant of a particular Option, and except in the case of Incentive Stock Options as described above, all Options granted under this Section 5 shall expire ten (10) years from the Date of Grant.

(e) Vesting Schedule.

No Option shall be exercisable until it has vested. The vesting schedule for each Option shall be set by the Plan Administrator in accordance with policies established from time to time by the Board of Directors.

(f) Acceleration of Vesting.

The vesting of one or more outstanding Options may be accelerated by the Plan Administrator at such times and in such amounts as it shall determine in its sole discretion. The vesting of Options also shall be accelerated under the circumstances described in Subsection 5(n) below.

(g) Term of Option.

Vested Options shall terminate, to the extent not previously exercised, upon the occurrence of the first of the following events: (i) the expiration of the Option, as designated by the Plan Administrator in accordance with Subsection 5(d) above; (ii) the expiration of three (3) months following the date of an Optionee’s termination of employment with the Company, any Related Corporation or any affiliated company, as the case may be, other than as a result of death or Disability; or (iii) the expiration of six (6) months following (A) the date of death of the Optionee or (B) cessation of an Optionee’s employment by reason of Disability (as defined below). If an Optionee’s employment or contractual relationship is terminated by death, any Option held by the Optionee shall be exercisable only by the person or persons to whom such Optionee’s rights under such Option shall pass by the Optionee’s will or by the laws of descent and distribution of the state or country of the Optionee’s domicile at the time of death. For purposes of the Option Plan, “Disability” shall mean that the Optionee is unable engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months. This definition of “Disability” is intended to comply with, and will be interpreted consistently with, sections 22(e)(3) and 422(c)(6) of the Code. Upon making a determination of Disability, the Plan Administrator shall, for purposes of the Option Plan, determine the date of an Optionee’s termination of employment.

Page 3 of 7

ARDENT MINES LIMITED STOCK OPTION PLAN

Unless accelerated in accordance with Subsection 5(f) above, unvested Options shall terminate immediately upon termination of employment of the Optionee by the Company or by the Optionee for any reason whatsoever, including death or Disability. For purposes of this Option Plan, transfer of employment between or among the Company and/or any Related Corporation or affiliated company shall not be deemed to constitute a termination of employment with the Company or any Related Corporation or affiliated company. For purposes of this Subsection with respect to Incentive Stock Options, employment shall be deemed to continue while the Optionee is on military leave, sick leave or other bona fide leave of absence (as determined by the Plan Administrator). The foregoing notwithstanding, employment shall not be deemed to continue beyond the first ninety (90) days of such leave, unless the Optionee’s re-employment rights are guaranteed by statute or by contract.

(h) Exercise of Options.

Options shall be exercisable, in full or in part, at any time after vesting, until their termination. If less than all of the shares included in the vested portion of any Option are purchased, the remainder may be purchased at any subsequent time prior to the expiration of the Option term. No portion of any Option for less than ten (10) shares (as adjusted pursuant to Subsection 5(m) below) may be exercised; provided, that if the vested portion of any Option is less than ten (10) shares, it may be exercised with respect to all shares for which it is vested. Only whole shares may be issued pursuant to an Option, and to the extent that an Option covers less than one (1) share, it is unexercisable.

Options or portions thereof may be exercised by giving written notice to the Company, which notice shall specify the number of shares to be purchased, and be accompanied by payment in the amount of the aggregate exercise price for the Common Stock so purchased, which payment shall be in the form specified in Subsection 5(i) below. The Company shall not be obligated to issue, transfer or deliver a certificate of Common Stock to the Holder of any Option, until provision has been made by the Holder, to the satisfaction of the Company, for the payment of the aggregate exercise price for all shares for which the Option shall have been exercised and for satisfaction of any tax withholding obligations associated with such exercise. During the lifetime of an Optionee, Options are exercisable only by the Optionee or a transferee who takes title to the Option in the manner permitted by Subsection 5(k) hereof.

(i) Payment upon Exercise of Option.

Upon the exercise of any Option, the aggregate exercise price shall be paid to the Company by wire transfer, or, if permitted by the Plan Administrator, in cash, by cashier’s check, or any other method approved by the Plan Administrator. In addition, the Holder may pay for all or any portion of the aggregate exercise price by delivering to the Company shares of Common Stock previously held by such Holder which shall be valued at fair market value as of the date of exercise (as determined by the Plan Administrator).

(j) Rights as a Shareholder.

A Holder shall have no rights as a shareholder with respect to any shares covered by an Option until such Holder becomes a record holder of such shares, irrespective of whether such Holder has given notice of exercise. Subject to the provisions of Subsections 5(m) and 5(n) hereof, no rights shall accrue to a Holder and no adjustments shall be made on account of dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights declared on, or created in, the Common Stock for which the record date is prior to the date the Holder becomes a record holder of the shares of Common Stock covered by the Option, irrespective of whether such Holder has given notice of exercise.

Page 4 of 7

ARDENT MINES LIMITED STOCK OPTION PLAN

(k) Transfer of Option.

Options granted under this Option Plan and the rights and privileges conferred by this Option Plan may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will, by applicable laws of descent and distribution, and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any Option or of any right or privilege conferred by this Option Plan contrary to the provisions hereof, or upon the sale, levy or any attachment or similar process upon the rights and privileges conferred by this Option Plan, such Option shall thereupon terminate and become null and void.

(l) Securities Regulation and Tax Withholding.

(1) Shares shall not be issued with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares shall comply with all relevant provisions of law, including, without limitation, Section 162(m) of the Code, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations thereunder and the requirements of any stock exchange or automated inter-dealer quotation system of a registered national securities association upon which such shares may then be listed, and such issuance shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of such shares. The inability of the Company to obtain from any regulatory body the authority deemed by the Company to be necessary for the lawful issuance and sale of any shares under this Option Plan, or the unavailability of an exemption from registration for the issuance and sale of any shares under this Option Plan, shall relieve the Company of any liability with respect to the non-issuance or sale of such shares.

As a condition to the exercise of an Option, the Plan Administrator may require the Holder to represent and warrant in writing at the time of such exercise that the shares are being purchased only for investment and without any then-present intention to sell or distribute such shares. At the option of the Plan Administrator, a stop-transfer order against such shares may be placed on the stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided stating that such transfer is not in violation of any applicable law or regulation, may be stamped on the certificates representing such shares in order to assure an exemption from registration. The Plan Administrator also may require such other documentation as may from time to time be necessary to comply with Federal and state securities laws.

(2) The Holder shall pay to the Company by certified or cashier’s check, unless another method is permitted by the Plan Administrator, promptly upon exercise of an Option or, if later, the date that the amount of such obligations becomes determinable, all applicable Federal, state, local and foreign withholding taxes that the Plan Administrator, in its discretion, determines to result upon exercise of an Option or from a transfer or other disposition of shares of Common Stock acquired upon exercise of an Option or otherwise related to an Option or shares of Common Stock acquired in connection with an Option.

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ARDENT MINES LIMITED STOCK OPTION PLAN

(3) The issuance, transfer or delivery of certificates of Common Stock pursuant to the exercise of Options may be delayed, at the discretion of the Plan Administrator, until the Plan Administrator is satisfied that the applicable requirements of the Federal and state securities laws and the withholding provisions of the Code have been met.

(m) Stock Dividend or Reorganization.

(1) If (i) the Company shall at any time be involved in a transaction described in Section 424(a) of the Code (or any successor provision) or any “corporate transaction” described in the regulations thereunder; (ii) the Company shall declare a dividend payable in, or shall subdivide or combine, its Common Stock or (iii) any other event with substantially the same effect shall occur, the Plan Administrator shall, subject to applicable law, with respect to each outstanding Option, proportionately adjust the number of shares of Common Stock subject to such Option and/or the exercise price per share so as to preserve the rights of the Holder substantially proportionate to the rights of the Holder prior to such event, and to the extent that such action shall include an increase or decrease in the number of shares of Common Stock subject to outstanding Options, the number of shares available under Section 4 of this Option Plan shall automatically be increased or decreased, as the case may be, proportionately, without further action on the part of the Plan Administrator, the Company, the Company’s shareholders, or any Holder.

(2) In the event that the presently authorized capital stock of the Company is changed into the same number of shares with a different par value, or without par value, the stock resulting from any such change shall be deemed to be Common Stock within the meaning of the Option Plan, and each Option shall apply to the same number of shares of such new stock as it applied to old shares immediately prior to such change.

(3) The foregoing adjustments in the shares subject to Options shall be made by the Plan Administrator, or by any successor administrator of this Option Plan, or by the applicable terms of any assumption or substitution document.

(4) The grant of an Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge, consolidate or dissolve, to liquidate or to sell or transfer all or any part of its business or assets.

(n) Change in Control.

(1) If at any time there is a Change in Control (as defined below) of the Company, all Options outstanding at the date thereof shall accelerate and become fully vested and exercisable in full for the duration of the Option term as of the later of the date of the Change in Control or six months after the Date of Grant of the Option. For purposes of this Subsection, “Change in Control” shall mean if either one of the following shall occur without the approval of the majority of the Company’s Board of Directors: (i) when any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act as amended (other than the Company, a subsidiary thereof or a Company employee benefit plan, including any trustee of such plan acting as trustee) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) the occurrence of a transaction requiring shareholder approval, and involving the sale of all or substantially all of the assets of the Company or the merger of the Company with or into another corporation.

(2) Except as provided in this Section 5, no Optionee or Holder shall have rights by reason of any subdivision or consolidation of shares of stock of any class including Common Stock or the payment of any stock dividend on shares of Common Stock, or any other increase or decrease in the number of shares of Common Stock, or by reason of any liquidation, dissolution, corporate combination or division; and any issuance by the Company of shares of stock of any class including Common Stock, or securities convertible into shares of stock of any class including Common Stock, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to any Option.

6. LIMITATION ON INDIVIDUAL OPTION GRANTS.

The Option Plan shall not limit the number of Options to purchase shares of Common Stock with respect to any person eligible to receive Options, except subject to the conditions set forth in Section 5 above.

7. EFFECTIVE DATE; TERM.

The date on which this Option Plan is adopted (the “Effective Date”) shall be the date of adoption by the Board of Directors of the Company set forth at the end of this instrument.  If this Option Plan is not ratified and approved by the shareholders of the Company within one year from the date of adoption, then all Options granted under Option Plan shall nonetheless remain valid and exercisable in accordance with their respective conditions, however, all such Options shall be Non-Qualified Stock Options.  For purposes of granting Options, the Option Plan shall terminate at midnight on the tenth anniversary of the date of this Option Plan, unless terminated before then by the Plan Administrator and for other purposes the Option Plan shall remain in effect as long as any Options are outstanding.

8. NO OBLIGATIONS TO EXERCISE OPTION.

The grant of an Option shall impose no obligation upon the Optionee to exercise such Option.

9. NO RIGHT TO OPTIONS OR TO EMPLOYMENT.

Whether or not any Options are to be granted under this Option Plan shall be exclusively within the discretion of the Plan Administrator, and nothing contained in this Option Plan shall be construed as giving any person any right to participate under this Option Plan. The grant of an Option shall in no way constitute any form of agreement or understanding binding on the Company, any Related Company or any affiliate, express or implied, that the Company, any Related Company or any affiliate will employ or contract with an Optionee for any length of time, nor shall it interfere in any way with the Company’s or, where applicable, a Related Company’s or affiliate’s right to terminate Optionee’s employment at any time, which right is hereby reserved.

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ARDENT MINES LIMITED STOCK OPTION PLAN

10. APPLICATION OF FUNDS.

The proceeds received by the Company from the sale of Common Stock issued upon the exercise of Options may be used for general corporate purposes, including, without limitation, to purchase and retire Common Stock pursuant to Rule 10b-18 to the extent such transactions have been authorized by the Board and in other cases for general corporate purposes, unless otherwise directed by the Board.

11. INDEMNIFICATION OF PLAN ADMINISTRATOR.

In addition to all other rights of indemnification they may have as members of the Board, members of the Plan Administrator shall be indemnified by the Company for all reasonable expenses and liabilities of any type or nature, including attorneys’ fees, incurred in connection with any action, suit or proceeding to which they or any of them are a party by reason of, or in connection with, this Option Plan or any Option granted under this Option Plan, and against all amounts paid by them in settlement thereof (provided that such settlement is approved by independent legal counsel selected by the Company), except to the extent that such expenses relate to matters for which it is adjudged that such Plan Administrator member is liable for willful misconduct; provided, that within fifteen (15) days after the institution of any such action, suit or proceeding, the Plan Administrator member involved therein shall, in writing, notify the Company of such action, suit or proceeding, so that the Company may have the opportunity to make appropriate arrangements to prosecute or defend the same.

12. AMENDMENT OF OPTION PLAN.

The Plan Administrator may, at any time, modify, amend or terminate this Option Plan or modify or amend Options granted under this Option Plan, including, without limitation, such modifications or amendments as are necessary to maintain compliance with applicable statutes, rules or regulations; provided however, no amendment with respect to an outstanding Option which has the effect of reducing the benefits afforded to the Holder thereof shall be made over the objection of such Holder, provided further, that the Plan Administrator is prohibited from any downward modification of the Option Price established under Section 5(c) not specifically authorized in the Option Plan. The Plan Administrator may condition the effectiveness of any such amendment on the receipt of shareholder approval at such time and in such manner as the Plan Administrator may consider necessary for the Company to comply with or to avail the Company and/or the Optionees of the benefits of any securities, tax, market listing or other administrative or regulatory requirement.

The Effective Date of this Option Plan as duly adopted by the Board of Directors is May 12, 2011.

#           #           #

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EX-10.14

Exhibit 10.14

FORM OF STOCK OPTION AGREEMENT

THIS AGREEMENT (this “Agreement”), is effective as of the date set forth on the signature page hereof (the “Grant Date”), between Ardent Mines Limited (the “Company”), and the individual set forth on the signature page hereto(the “Participant”).

WHEREAS, the Company has adopted and maintains the 2011 Stock Option Plan (the “Option Plan”) to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and

WHEREAS, the Option Plan provides for the grant to Participants in the Option Plan of Incentive Stock Options to purchase shares of Common Stock of the Company;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

1.Grant of Option.  Pursuant to, and subject to, the terms and conditions set forth herein and in the Option Plan, the Company hereby grants to the Participant Incentive Stock Options (collectively, the “Options”) to purchase such number of shares (each a “Share” and collectively the “Shares”) of the Common Stock of the Company as are set forth on the signature page hereof:

2.Incorporation of Option Plan.  Except as otherwise provided herein, all terms, conditions, restrictions of the Option Plan are incorporated herein and made parte hereof as if stated herein.  Notwithstanding anything to the contrary in the Option Plan, if there is any conflict between the terms and conditions of the Option Plan and this Agreement, the terms and conditions of this Agreement, as interpreted by the Committee, shall govern.  Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Option Plan.

3.Exercise Price. The exercise price of each share underlying the Options is as set forth on the signature page hereof (the “Exercise Price”).

4.Vesting and Exercise of Option. The Option shall vest and become exercisable according to the schedule set forth on the signature page hereof.

5.Duration of Option. Subject to the provisions of the Option Plan and this Agreement, with respect to the Options (or any portions thereof) which have not become exercisable, the Options shall expire on the date the Participant is no longer in good standing with the Company, including Termination of Employment for any reason, and with respect to the Options (or any portion thereof) which have become exercisable, the Options shall expire on the first of the following events: (i) the expiration date set forth on the signature page hereof (the “Expiration Date”); (ii) the expiration of three (3) months following the date of the Participant’s termination of employment with the Company, other than as a result of death or Disability; or (iii) the expiration of six (6) months following (A) the date of death of the Participant or (B) cessation of an Participant’s employment by reason of Disability (as defined in the Option Plan). If the Participant’s employment or contractual relationship is terminated by death, any Option held by the Participant shall be exercisable only by the person or persons to whom such Participant’s rights under such Option shall pass by the Participant’s will or by the laws of descent and distribution of the state or country of the Participant’s domicile at the time of death.  Nothing in this Agreement shall be interpreted or construed to confer upon the Participant any right with respect to continuance of employment arrangements with the Company, nor shall this Agreement interfere in any way with the right of the Company to terminate the Participant’s employment services at any time.

STOCK OPTION AGREEMENT

6.Delay or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

7.Manner of Exercise and Payment.

7.1           Subject to the terms and conditions of this Agreement and the Option Plan the Option may be exercised by delivery of written notice to the Company in the form attached hereto, at its principal executive office.  Such notice shall state that the Participant is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option.  If requested by the Company, such person or persons shall (i) deliver this Agreement to an Officer of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option.

7.2   The notice of exercise described in Section 7.1 above shall be accompanied by payment of the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or any other form as the Company may require from time to time.

7.3   Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Section 7.2 relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to this Agreement and the Option Plan, take such action as may be necessary to effect the transfer to the Participant of the number of Shares as to which such exercise was effective.

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STOCK OPTION AGREEMENT

7.4   The Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Participant shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Participant, and (iii) the Participant's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Participant shall have full voting and other ownership rights with respect to such Shares during the period of ownership thereof.

7.5   In lieu of payment upon exercise of the Option as set forth above in this Section 7, the Participant may alternatively surrender to the Company for cancellation a portion of this Option representing that number of unissued Shares underlying this Option which is equal to the quotient obtained by dividing (A) the product obtained by multiplying the purchase price by the number of Shares of stock being purchased underlying the Option upon such exercise, by (B) the difference obtained by subtracting the purchase price from the closing price of the Company's common stock on the date immediately preceding such date of such exercise (“Cashless Exercise”).

8.Notices.  All notices, demands, instructions and other communications required or permitted to be given to or made upon either party hereto or any other person shall be in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or by a reputable courier delivery service, or by telegram (with messenger delivery), or by telecopy (confirmed by mail), and shall be deemed to be given for purposes of this Agreement on the day that such writing is delivered or sent to the intended recipient thereof in accordance with the provisions of this Section. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto, in the case of the Participant to the address of record on file with the Company; and in the case of the Company, to the principal executive office of the Company addressed to the Corporate Secretary.

9.Non-Transferability.   The Option shall not be transferable 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.  During the lifetime of the Participant, the Option shall be exercisable only by the Participant, except in the case of an Option transferred pursuant to a qualified domestic relations order.

10.Securities Act Restrictions; Sales of Shares.  The Participant acknowledges that neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved the Option nor any Shares issuable upon exercise thereof, nor passed upon or endorsed the merits of this Option or the Shares; the Participant further understands and agrees that neither the Option nor the Shares have been registered (i) with the SEC under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) with any state securities commission.  The Participant understands that neither the Option nor the Shares may be offered, sold, transferred or otherwise disposed of in the U.S., its territories or possessions, or to persons known to be residents of the U.S. or to a U.S. person within the meaning of the Securities Act and the rules promulgated thereunder; provided that the Shares may be so sold after the earlier to occur of the effectiveness of a registration statement registering the Shares under the Securities Act or the expiration of the restricted period under Rule 144 promulgated under the Securities Act and thereafter only if the Shares are registered under the Securities Act or an exemption from the registration requirements under the Securities Act is available.  The Participant acknowledges that the Company has no obligation to cause the registration of this Option or the Shares under the Securities Act.

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STOCK OPTION AGREEMENT

11.Adjustments.   In the event of a change applicable to the entire class of shares of Common Stock, such as a stock split, stock dividend, or similar action with respect to all issued and outstanding shares of Company Common Stock, the Administrator shall make corresponding adjustments to the number of Shares subject to this Option and the purchase price for such Shares.  For purposes of clarity, however, no adjustments shall be made with respect to issuances of Common Stock by the Company or any instruments exercisable or convertible into shares of Common Stock.

12.Withholding of Taxes; Stock Option Treatment.   The Company shall have the right to deduct from any distribution of cash to the Participant an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the “Withholding Taxes”) with respect to the Option.  If the Participant is entitled to receive Shares upon exercise of the Option, the Participant shall pay the Withholding Taxes to the Company in cash prior to the issuance of such Shares.  In satisfaction of the Withholding Taxes, the Participant may make a written election, which may be accepted or rejected in the discretion of the Company, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option, having an aggregate Fair Market Value, on the date preceding the date of such issuance, equal to the Withholding Taxes. The Participant hereby acknowledges that they are aware of, and responsible for, any tax consequences or effects caused by the aforementioned withholding of Shares.

13.No Assignment.   Except as otherwise provided herein, the rights of the Participant hereunder may not be assigned or otherwise transferred to any other party.

14.Modification of Agreement.   This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

15.Severability.   Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

16.Successors in Interest.   All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Participant's heirs, executors, administrators, successors and (subject to Section 11 above) assigns of the parties hereto.

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STOCK OPTION AGREEMENT

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.

18.Entire Agreement.  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 hereto other than those contained herein.  This Agreement cannot be modified, altered or amended except by a writing signed by all the parties hereto.  No waiver by either party hereto 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.

19.Governing Law; Arbitration.

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

(b)           All disputes and controversies arising out of or relating to this Agreement shall be finally settled and binding under the Rules of the American Arbitration Association (“AAA”).  The place of arbitration shall be New York.  The Arbitration shall be conducted in English by a single arbitrator appointed in accordance with the AAA 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.  Any award rendered shall be final and conclusive upon the parties and adjudgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction.  The fees and expenses of the Arbitrator and the respective fees and expenses of the parties hereto in connection with any such arbitration (including, without limitation, reasonable fees and expenses of legal counsel and consultants) shall be paid by the party against whom a decision by the Arbitrator is rendered.

[Signature Page Follows]

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STOCK OPTION AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of ___________, 20___, with the understanding that this Agreement shall constitute a legal, valid, binding and enforceable obligation of the Company and the Participant, respectively.

Option Grant:
Exercise Price:
Vesting Schedule:
Expiration Date:
	ARDENT MINES LIMITED
	By:
		Name:
		Title:
	PARTICIPANT
	By:
		Name:
		Title:

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ARDENT MINES LIMITED

STOCK OPTION AGREEMENT

Notice of Exercise

Participant

Number of Shares purchased pursuant

to Exercise of Option

Exercise Date

Exercise Price per Share

Aggregate Purchase Price

Form of Payment

By this exercise, the Participant agrees to (i) promptly provide such additional documents as the Company may reasonably require and (ii) provide for the payment to the Company (in the manner designated by the Company) of tax withholding obligations, if any, relating to the exercise of this Option.

Participant:
Accepted:
ARDENT MINES LIMITED
	By:
		Name:
		Title:

Addendum to Form of Stock Option Grant

On May 12, 2011, the following officers and directors of Ardent Mines Limited were granted an option to purchase the following number of shares:

Name	Title	Number of Shares		Exercise Price
Leonardo Riera	CEO, President and Director		500,000	$	4.75
Luciano de Freitas Borges	Director		200,000	$	4.75
Gabriel Margent	Director		150,000	$	4.75
James Ladner	Director		200,000	$	4.75
Luis Feliu	Chief Financial Officer		50,000	$	4.75

The exercise price represents the closing price of the Company’s common stock as of May 12, 2011.  The options expire on May 12, 2016.

The options vest as follows:

25% on date of grant (May 12, 2011)

25% on November 12, 2011

25% on May 12, 2012

25% on November 12, 2012

EX-21

Exhibit 21

Subsidiaries of Ardent Mines Limited (Nevada)

Name	Jurisdiction of Incorporation
Gold Hills Mining Ltda.	Brazil

EX-31.1

Exhibit 31.1

OFFICER'S CERTIFICATION PURSUANT TO SECTION 302

I, Leonardo Riera, certify that:

1.  I have reviewed this annual report on Form 10-K 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.

August 30, 2011

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

EX-31.2

Exhibit 31.2

OFFICER'S CERTIFICATION PURSUANT TO SECTION 302

I, Luis Feliu, certify that:

1.  I have reviewed this annual report on Form 10-K 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.

August 30, 2011

By:	Luis Feliu
	Name:    Luis Feliu
	Title:      Principal Financial 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 Annual Report of Ardent Mines Limited on Form 10-K for the year ended June 30, 2011 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: August 30, 2011

By:	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 Annual Report of Ardent Mines Limited on Form 10-K for the year ended June 30, 2011 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: August 30, 2011

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