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 25, 2010
ARDENT MINES
LIMITED
(Exact
name of Registrant as specified in its charter)
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NEVADA
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000-50994
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88-0471870
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
Number)
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100
Wall Street, 21st
Floor
New York, NY
10005
(Address
of principal executive offices)
561-989-3200
(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:
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¨
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Written communications pursuant
to Rule 425 under the Securities
Act
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Soliciting material pursuant to
Rule 14a-12 under the Exchange
Act
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange
Act
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Letter
of Intent to Acquire Rio Sao Pedro Mineracao LTDA
On
September 25, 2010, Ardent Mines Limited (the “Company”) entered into a letter
of intent (the “Letter of Intent”) with Rio Sao Pedro Mineracao LTDA (“Rio Sao
Pedro”), a Brazilian mining company. Rio Sao Pedro owns a prospective
gold mine, the “Fazenda Lavras,” which is near the Morro do Ouro mine of Kinross
Gold Corporation in the city of Paracatu, located in the State of Minas Gerais,
Brazil. The Rio Sao Pedro Fazenda Lavras property covers
approximately 211 hectares (approximately 521 acres), with gold mining rights
and other mineral rights on a total of 828 hectares (approximately 2,046
acres). Subject to the closing of the transaction, Rio Sao Pedro will
become a wholly owned subsidiary of the Company.
Pursuant
to the Letter of Intent, the Company will acquire all of the issued and
outstanding equity interests in Rio Sao Pedro from its shareholders (the
“Sellers”). The Company will issue in consideration for the
acquisition of Rio Sao Pedro 14,957,650 shares of Company common stock (the
“Ardent Shares”). The Ardent Shares shall represent, as of the date
of their issuance to the Sellers, fifty percent (50%) of the issued and
outstanding equity shares of the Company. At the closing of the
transaction, the Sellers will be entitled to appoint a representative to the
Company’s Board of Directors.
The
closing of the transaction is subject to customary closing conditions, including
the completion of an independent geology survey, completion of audited financial
statements, acquisition of all necessary government approvals to commence gold
mining on the property, completion of due diligence satisfactory to the Company
in its sole discretion, and execution of detailed final agreements supplementing
the terms and conditions of the Letter of Intent, including, without limitation,
representations regarding the validity of the assessments of all gold ore
reserves, the status of all government licenses and related
matters. The Company will cover and pay for certain of the
pre-closing actions and satisfy certain third-party liens on the Fazenda Lavras
property. The Company has agreed to place certain good faith
pre-closing funds into escrow. The parties have also agreed that if
the Company’s share price does not reach certain benchmarks within a specified
period of time, the Sellers of Rio Pedro Mineracao will have a put right with
respect to their shares, pursuant to which they may retake title to their
original Rio Sao Pedro Shares. The parties have agreed to use their
best efforts to finalize and sign supplemental detailed agreements as soon as
reasonably possible within a target date of ninety days. Rio Sao
Pedro and the Sellers have agreed to definitive exclusivity and not to solicit
or negotiate any alternative transactions.
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.
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ARDENT
MINES LIMITED
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By:
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/s/ Leonardo Alberto
Riera
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Name:
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Leonardo
Alberto Riera
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Title:
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President
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Date: September
28, 2010