Unassociated Document
Prospectus
Supplement No. 3
Filed
Pursuant to Rule 424(b)(3)
Filed
December 17, 2010
Registration
Statement No. 333-168033
PROSPECTUS
SUPPLEMENT NO. 3
ARDENT
MINES LIMITED
This
Prospectus Supplement No. 3 to the Prospectus declared effective by the
Commission on July 20, 2010 is being filed to disclose the following matters
regarding Ardent Mines Limited (the “Company”):
The
Company also files herewith the following materials which the Company has filed
with the Commission since the filing of the Prospectus on July 20,
2010:
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The
Company’s Report on Form 8-K, filed with the Commission on December 16,
2010.
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The first
date on which this Prospectus Supplement will be used is December 17,
2010.
The
date of this Prospectus Supplement No. 3 is December 17, 2010.
Prospectus
Supplement No. 3 is dated December 17, 2010
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Report
on Form 8-K, filed with the Commission on December 16,
2010
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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 – DECEMBER 12, 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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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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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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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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Exploration
and Acquisition Agreement to Acquire Capri General Trading Co. Ltd.
On
December 12, 2010, Ardent Mines Limited (the “Company”) entered into an
Exploration and Acquisition Agreement (the “Agreement”) with Afrocan Resources
Ltd. (“Afrocan”), a company incorporated in British Columbia,
Canada. Afrocan owns 100% of all issued and outstanding shares of
Capri General Trading Co. Ltd. (“Capri”), which is the legal and beneficial
owner of 100% of all mineral rights as per Tanzanian License No. PL 1761/2001
(the “Shenda License”). The Shenda License is the mineral rights for a property
situated approximately 53 kilometers West North West of Kahama in the Bukombe
District, in the Shinyanga Region of Tanzania. Subject to the closing of the
transaction, Capri will become a wholly owned subsidiary of the
Company.
Pursuant
to the Agreement, the Company intends to conduct exploration activities at the
property covered by the Shenda license (the “Shenda Property”) over the
following twelve months (such costs, the “Exploration Costs”). In the
event that the Company shall ascertain commercially available and commercially
exploitable reserves of not less than Four Hundred Thousand (400,000) ounces of
gold at the Shenda Property, the Company shall acquire all of the issued and
outstanding equity interests in Capri (the “Capri Shares”) from
Afrocan. In exchange for the acquisition of the Capri Shares, the
Company shall issue to Afrocan shares of the Company having an aggregate value
of Nine Million U.S. Dollars ($9,000,000) (the “Ardent Shares”). The
price per share shall be determined at the lower of Five U.S. Dollars ($5.00)
per share or the average closing price of the publicly traded common stock of
the Company on the five (5) consecutive days prior to the closing. In
the event that the Exploration Costs exceed Three Million U.S. Dollars
($3,000,000), the number of Ardent Shares to be delivered shall be reduced
accordingly, so that the total value of the purchase price shall not exceed
Twelve Million U.S. Dollars ($12,000,000).
The
closing of the transaction is subject to final due diligence satisfactory to the
Company and the completion and execution of detailed long form agreements
supplementing the terms and conditions of the Agreement, including, without
limitation, representations regarding the validity of the assessments of all
gold ore reserves, the status of all government licenses and related matters.
The Company and Afrocan have agreed to exclusivity and not to solicit or
negotiate any alternative transactions.
Following
the closing, the Company shall undertake to raise such funds as are necessary
for the development of mining operations at the property covered by the Shenda
License and the general operating expenses of the Company.
On
December 14, 2010, the Company issued a press release, attached hereto as
Exhibit 99.1, announcing the appointments of new directors to the
Board.
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Item 9.01.
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Financial
Statements and Exhibits.
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Exhibit
No.
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Description
of Exhibit.
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Exhibit
99.1
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Press
Release dated December 14, 2010.
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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.
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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: |
Leonardo
Alberto Riera |
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Title: |
President |
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Date: December
15, 2010
Ardent
Mines Announces Agreement for Gold Exploration and Exploitation in
Tanzania
Dec. 14,
2010 (PR Newswire) --
NEW YORK,
Dec. 14, 2010 /PRNewswire/ -- Ardent Mines Limited ("Ardent" – OTC Bulletin
Board: ADNT) announces signing of definitive agreement for exploration and
exploitation of promising gold property in Tanzania. The property in Tanzania
shows indicative potential for 500,000 to 1,000,000 ounces of gold mineral
reserves, including high grade areas.
The
agreement was signed with Afrocan Resources Ltd., a Canadian company that owns
Capri General Trading Company Ltd., which in turn controls the mineral rights on
a highly promising, licensed Gold property in Tanzania (the "Shenda License").
The transaction would provide Ardent with 100% of Capri and the mineral rights
on a property of approximately 10 square kilometers situated approximately 53
kilometers West North West of Kahama in the Bukombe District, in the Shinyanga
Region of Tanzania.
"Shenda
was prospected in the past by Anglo Gold Exploration, Ltd. and subsequently by
Barrick Exploration Africa, Ltd.," explained Brian Barret, CFO of Afrocan
Resources. "Approximately 2,000 meters of drilling were completed, and
significant additional geological work has been done in the property, which
includes areas of very high tenor, in some cases exceeding 60 grams per ton,"
added Barrett. "Anglo and Barrick did not pursue the project at a time when gold
prices were low, on the premise that the estimated reserve was only of 500,000
to 1 MM ounces of gold, smaller than the normal standard required by a major
mining company to organize a significant operation. But under current market
circumstances, Shenda is a very attractive property, and we are delighted to
have reached an agreement with Ardent Mines in order to complete the exploration
work, and subsequently develop Shenda."
"Our
agreement with Afrocan Resources is a two-phase arrangement," stated Leonardo
Riera, President and CEO of Ardent Mines. "In a first phase Ardent will conduct
further exploration in the property, and will determine the areas of higher
potential in order to build a solid mining plan. The previous work conducted in
the property by major companies, areas of high gold concentration within Shenda,
all tied to current high prices for gold, and increasing gold production
activity in Tanzania indicate particularly attractive attributes regarding this
property. The second phase of our arrangement in Tanzania will focus on
implementation of the mining plan and exploitation of gold mineral reserves
which may be found to be commercially viable."
In other
company news, Riera mentioned that the due diligence on Rio San Pedro Mineracao
in Brazil continues and that progress on that large and complex transaction is
expected to follow on through the first two months of 2011. "In any event,
Ardent will continue to pursue the other projects we have been evaluating,
including Shenda in Tanzania, two other prospects in Brazil, and a highly
attractive transaction in Peru. We intend to continue working even during
the holidays in some of these negotiations, and we will inform the markets in a
timely manner regarding the status and progress of these matters," concluded Mr.
Riera.
About
Ardent Mines Limited:
Ardent is
positioning itself to develop mining operations throughout the world.
Ardent is an exploration stage company, and is presently researching and
negotiating acquisitions, acquiring financing and assembling staff.
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 differ materially from those expressed in any forward-looking
statements as a result of various factors and uncertainties. Ardent cannot
provide assurances that any prospective matters described in the press release
will be successfully completed or that Ardent 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 Ardent with the U.S.
Securities & Exchange Commission. Ardent undertakes no obligation to update
information contained in this release.
SOURCE
Ardent Mines Limited
Source:
PR Newswire (December 14, 2010 - 9:15 AM EST)
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