Attached files
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EX-99.1 - GOLD HILLS MINING, LTD. | v205704_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 12, 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.
|
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.
Item 8.01.
|
Other
Events.
|
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.
Item 9.01.
|
Financial
Statements and Exhibits.
|
(d)
|
Exhibits.
|
Exhibit
No.
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Description
of Exhibit.
|
|
Exhibit
99.1
|
Press
Release dated December 14, 2010.
|
#
# #
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 | ||||
|
By:
|
/s/ Leonardo Alberto Riera | ||
Name: | Leonardo Alberto Riera | |||
Title: | President | |||
Date: December
15, 2010
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