Attached files
file | filename |
---|---|
EX-99.1 - GOLD HILLS MINING, LTD. | v205177_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 – DECEMBER 9, 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)
561-989-3200
(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:
o
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
|
Item
1.01
|
Entry into a Material Definitive
Agreement.
|
On December 9, 2010, Ardent Mines
Limited (the “Company”) entered into a Technical
Advisory Services Agreement with Ad Hoc Associated Advisors Inc. (the
“Agreement”). The Agreement is described in greater detail in Item
5.02 of this Report, which is incorporated herein by reference
thereto.
Item 5.02.
|
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
|
Appointment of Luciano de Freitas
Borges to the Board of Directors
of Ardent Mines Limited
Mr. Luciano de Freitas
Borges has been appointed as a
member of the Board of Directors of the Company, to commence his services 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.
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. In addition, Mr.
Borges shall be eligible to receive a future grant of options to purchase
200,000 shares of the Company’s common stock.
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.
Item 8.01
|
Other
Events.
|
On
December 10, 2010, the Company issued a press release, attached hereto as
Exhibit 99.1, announcing the appointments of new directors to the
Board.
2
Item 9.01.
|
Financial
Statements and
Exhibits.
|
(d)
|
Exhibits.
|
Exhibit
No.
|
Description
of Exhibit.
|
|
Exhibit
99.1
|
Press
Release dated December 10,
2010.
|
#
#
#
3
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: December
10, 2010
4