Attached files
file | filename |
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EX-99.2 - GOLD HILLS MINING, LTD. | v199553_ex99-2.htm |
EX-99.3 - GOLD HILLS MINING, LTD. | v199553_ex99-3.htm |
EX-99.1 - GOLD HILLS MINING, LTD. | v199553_ex99-1.htm |
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 – OCTOBER 19, 2010
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)
561-843-0843
(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:
o
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
|
Item 1.01
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Entry
into a Material Definitive
Agreement.
|
On
October 19, 2010, Ardent Mines Limited (the “Company”) entered into a
Convertible Promissory Note with CRG Finance AG (the “Lender”). The
Lender has agreed to loan the Company an aggregate of up to One Million U.S.
Dollars ($1,000,000) which may be drawn down by the Company in tranches at an
interest rate of seven and one half percent (7.5%). After the first
anniversary thereof, the loan shall be due thirty (30) days after a demand is
made by the Lender. In lieu of payment in cash, the Lender may
request that the Company repay any or all of the principal and/or interest in
the form of restricted common stock of the Company at a price per share equal to
eighty percent (80%) of the average closing price of the Company’s common stock
over the thirty (30) days immediately preceding the closing of the planned
acquisition of,
announcing the prospective acquisition of Rio Sao Pedro Mineracao
LTDA (“RSPM”)
or such other third-party assets or shares of a strategic acquisition company
which may be acquired earlier than such RSPM closing.
Item 8.01
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Other
Events.
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On
October 21, 2010, the Company issued a press release, attached hereto as Exhibit
99.1,
announcing the prospective acquisition of Rio Sao Pedro Mineracao
LTDA. In addition, in connection with the issuance of the
press release, the Company is releasing a copy of the Geology report, entitled
“Weathered Ores of the Fazenda Lavras Gold Property, Paracatu, Minas Gerais,
Brazil” which has been delivered to the Company in connection with due diligence
undertaken by the Company in respect of the prospective transaction pertaining
to the acquisition of Rio Sao Pedro Mineracao LTDA by the Company.
Item 9.01.
|
Financial
Statements and Exhibits.
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(d)
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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 October 21, 2010.
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Exhibit
99.2
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Geology
Report: “Weathered Ores of the Fazenda Lavras Gold Property, Paracatu,
Minas Gerais, Brazil”
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Exhibit
99.3
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Consent
of Joao Batista G. Teixeira, Geologist, PhD, P.Geo., to file Geology
Report.
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#
#
#
2
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
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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: October
21, 2010
3