8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF EARLIEST EVENT REPORTED – SEPTEMBER 28, 2011

ARDENT MINES LIMITED

(Exact name of Registrant as specified in its charter)

NEVADA	000-50994	88-0471870
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification Number)

100 Wall Street, 21st Floor

New York, NY 10005

(Address of principal executive offices)

855-273-3686

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Item 8.01.  Other Events.

Press Release Regarding Option to Acquire Mineral Rights in the State of Para, Brazil

On September 28, 2011, Ardent Mines Limited (the “Company”) announced that Gold Hills Mining Ltda., its wholly owned Brazilian subsidiary, has executed an agreement (the “Option Agreement”) granting the Company an exclusive option to acquire mineral rights in the Carajas Mineral Province in the State of Para, Brazil.  On September 22, 2011, the Company’s Brazilian subsidiary Gold Hills Mining Ltda. gave an official notification to the Cooperative of Miners of Curianopolis (“COOPEMIC”) of the Company’s intent to exercise the mineral rights option in accordance with the procedures set forth in the exclusive agreement previously signed by the parties.  The closing of the exercise of the mineral rights option agreement is expected to occur during the month of October, 2011.  Pursuant to the exercise of this Option Agreement, the Company expects to commence due diligence regarding this property as soon as reasonably possible.  

At the inception of the Option Agreement, the Company paid COOPEMIC $150,000, and has now determined to exercise the option with a payment of an additional $350,000 within thirty days.  The Company has agreed, under the Option Agreement, to expend a minimum of $5,000,000 in the exploration of the applicable mining rights area.  If the Company determines it is advisable to continue exploration, the Company shall pay to COOPEMIC $250,000 after six months of exploration and an additional $150,000 after twelve months of exploration.

If the Company’s exploration activities confirm the existence of gold, silver or cooper and their respective by-products in excess of 400,000 gold equivalent ounces, certified under the standard NI-43101, as established by the Canadian Securities Administration as “measured resources,” the Company shall pay to COOPEMIC, at the end of such initial exploration, 30% of $24 per gold equivalent ounce contained in the mineral reserves in three tranches: (i) one-third shall be paid when the Brazilian National Department of Mineral Production shall approve the final mineral exploration report; (ii) one-third shall be paid upon commencement of the extraction of gold, silver, copper and their respective by-products, contained in the areas covered by the mining rights; and (iii) one-third shall be paid within six months from the date of commencement of the extraction of gold, silver and copper and their respective by-products, contained in the areas covered by the mining rights.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. These forward-looking statements are based upon currently available competitive, financial, and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain. Our actual results may vary materially from those expressed in any forward-looking statements as a result of various factors and uncertainties. The Company cannot provide assurances that any prospective matters described in this Current Report on Form 8-K will be successfully completed or that the Company will realize the anticipated benefits of any transactions. Various risk factors that may affect our business, results of operations and financial condition are detailed from time to time in the Current Reports on Form 8-K and other filings made by the Company with the U.S. Securities & Exchange Commission. Without limiting the foregoing, as of the date of this Current Report on Form 8-K, no assurances or guarantees can be given in respect of closing the acquisition described herein. The Company undertakes no obligation to update information contained in this Current Report on Form 8-K.

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Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description of Exhibit.
Exhibit 99.1	Press Release dated September 28, 2011.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

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

Date:  October 6, 2011

 

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EX-99.1

Ardent Mines’ Exercises Exclusive Option to Acquire Mineral Rights in Brazil’s Premier Mining District

Ardent Mines Ltd. (OTCQB: ADNT) (the "Company" or "Ardent Mines"), a precious resources exploration, development, and mining company with gold properties in Brazil, announced that it will exercise its exclusive option to acquire mineral rights in a highly mineralized area of 10,000 Hectares located in the Carajas Mineral Province, State of Para. The Serra dos Carajás Mineral Province is a distinct geologic dominium, well known worldwide for hosting Brazil’s largest iron, copper and gold deposits. The property is referred to as Serra do Sereno, or Misty Hills, by Ardent Mines.

The acquisition of the mineral rights by Gold Hills Mining Ltda., Ardent Mines’ fully owned Brazilian Subsidiary, from the Cooperativa dos Produtores de Minerios de Curionópolis (“COOPEMIC”), is expected to close in October 2011.

Ardent Mines expects to begin the initial exploration campaign at Misty Hills in approximately six to eight months once further geology work is completed and exploration permits are secured. The total investment for the initial campaign is expected to be between $5 million and $10 million.

Mr. Luciano Borges, President of Gold Hills Mining Ltda., Board Member of Ardent Mines Ltd. and former Vice Minister of Mines of Brazil, commented, “Millions of tons of copper and millions of ounces of gold resources have been confirmed in areas which are in the same region as Misty Hills. New significant discoveries are still being made in the area. We look forward to commencing our exploration campaigns here at Misty Hills, as well as at our other property, Serra du Ouro (“Gold Hills”), where we are beginning to define drilling targets.”

Mr. Leonardo Riera, Ardent Mines’ President and Chief Executive Officer added, “The completion of our second acquisition confirms Ardent’s focused strategy on gold, specifically in Brazil. We believe we have made great progress in this past year by assembling a world-class team and securing two high potential properties. Individually, each property has the possibility of creating a strong junior mining company, yet we have the opportunity to advance both.”

He added, “Our focus now will be on exploration. At Gold Hills, we are planning a 40,000 meter drilling campaign over the course of approximately 15 months, based on the recommendation of our geologists and SRK Consulting. At Misty Hills, we expect that our initial studies will suggest, at a minimum, a similarly-sized campaign.”

As background, Misty Hills was initially prospected by Anglo American Brasil Ltda. which identified gold and copper trends. After a contested process, the local COOPEMIC was able to secure the mineral rights on the property. On May 26, 2011, Ardent Mines entered into an exclusive option agreement with the COOPEMIC, which granted the Company an option to acquire the mineral rights on the targeted area, providing the COOPEMIC with a temporary economic interest of 30% as deferred payment for the mineral rights. The deferred payment is to be based on the results of the initial exploration campaign and calculated on the basis of the identified measured resources using international accepted standards. After the deferred payment is made, the Company would retain sole ownership of the mineral rights at all times, and full economic interests.

ABOUT ARDENT MINES

Ardent Mines has positioned itself to develop low cost gold mining operations in Brazil, a mining friendly jurisdiction. Ardent Mines owns a 100% interest in Gold Hills Mining Ltda., which in turn owns mineral rights on 3,500 Hectares, covering a highly-mineralized vein containing high grades of gold. Ardent Mines also exercised its exclusive option to acquire the mineral rights on the Serra do Sereno property, located in Carajas, Brazil, one of the better known mining districts in the world. Ardent Mines is headquartered in New York, and has a field office in Brasilia. The Company has 16.3 million shares outstanding, and trades under the ticker symbol ADNT.

Forward-Looking Statements

This press release contains "forward-looking statements" as defined in the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. These forward-looking statements are based upon currently available competitive, financial, and economic data and management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain. Our actual results may vary materially from those expressed in any forward-looking statements as a result of various factors and uncertainties. Ardent Mines cannot provide assurances that any prospective matters described in the press release will be successfully completed or that Ardent Mines will realize the anticipated benefits of any transactions. Various risk factors that may affect our business, results of operations and financial condition are detailed from time to time in the Annual Report on Form 10-K and in the Current Reports on Form 8-K and other filings made by Ardent Mines with the U.S. Securities Exchange Commission. Ardent Mines undertakes no obligation to update information contained in this release.

Source: Business Wire (September 28, 2011 - 9:15 AM EDT)

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