10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: March 31, 2012

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________ to _________

Commission File Number: 000-50423 

ARDENT MINES LIMITED

(Exact Name of Registrant as Specified in its Charter)

Nevada	88-0471870
(State or Other Jurisdiction of	(IRS Employer Identification
Incorporation or Organization)	Number)

100 Wall Street, 10^th Floor

New York, New York 10005

(Address of principal executive offices)

(778) 892-9490

(Registrant's telephone number, including area code)

N/A

(Former Name, Former Address and Former Fiscal Year,

If Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	o	Accelerated Filer	o
Accelerated Filer	o	Smaller Reporting Company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: The Issuer had 16,623,391 shares of Common Stock, par value $0.00001, outstanding as of May 21, 2012.

ARDENT MINES LIMITED

FORM 10-Q

March 31, 2012

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)
Item 2.	Management’s Discussion and Analysis of Financial Condition
Item 3	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Control and Procedures

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings
Item 1A	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Mine Safety Disclosures
Item 5.	Other Information
Item 6.	Exhibits and Reports on Form 8-K

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ITEM 1.                FINANCIAL STATEMENTS

Ardent Mines Limited
(An Exploration Stage Company)

March 31, 2012

FINANCIAL STATEMENTS
ConsolidatedBalance Sheets (unaudited)	F-1
Consolidated Statements of Expenses (unaudited)	F-2
Consolidated Statements of Cash Flows (unaudited)	F-3
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	F-4

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ARDENT MINES LIMITED
(An Exploration Stage Company)
CONSOLIDATEDBALANCE SHEETS
(Unaudited)
			March 31, 2012		June 30, 2011
ASSETS
Current Assets
	Cash	$	3,880	$	885,978
	Prepaid expenses		14,167		-
Total Current Assets			18,047		885,978
Property and equipment, net of accumulated depreciation			6,746		3,641
Mining rights			868,095		250,000
TOTAL ASSETS		$	892,888	$	1,139,619
LIABILITIES AND STOCKHOLDERS’EQUITY (DEFICIT)
Current Liabilities
	Accounts payable	$	358,634	$	108,904
	Accrued liabilities		162,463		94,941
	Notes payable		1,172,900		750,000
	Related party advances		8,264		-
	Derivative liability		131,781		-
Total Current Liabilities			1,834,042		953,845
TOTAL LIABILITIES			1,834,042		953,845
Stockholders’ Equity (Deficit)
	Preferred Stock, $0.00001 par value, 100,000,000 shares authorized, none issued and outstanding		-		-
	Common Stock, $0.00001 par value, 100,000,000 shares authorized 16,623,391  and 16,013,650 issue and outstanding, respectively		167		160
	Additional paid-in capital		10,757,933		6,792,917
	Deficit accumulated during the exploration stage		(11,850,358)		(6,607,303)
	Accumulated other comprehensive income		151,104		-
	Total Stockholders’ Equity (Deficit)		(941,154)		185,774
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$	892,888	$	1,139,619

The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-1

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ARDENT MINES LIMITED (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF EXPENSES (Unaudited)
										July 27, 2000
		Three Months Ended March 31,				Nine Months Ended March 31,				(Inception) Through March 31, 2012
		2012		2011		2012		2011
Operating expenses:
Consulting fees	$	28,380	$	4,000	$	108,484	$	10,500	$	3,035,155
Executive and director compensation		380,164		84,545		4,010,049		305,545		6,402,324
Investment banking services		105,000		75,000		225,000		275,000		483,560
Other general and administrative		38,741		17,394		467,394		33,143		562,224
Legal and accounting		181,881		76,116		642,279		169,607		1,258,926
Marketing		-		75,660		5,068		75,660		91,148
Mining exploration		-		-		-		10,000		24,588
Travel		-		43,208		234,640		101,835		454,109
Total operating expenses		734,166		375,923		5,692,914		981,290		12,312,034
Other income (expenses)
Interest expense		(16,698)		(8,812)		(45,093)		(12,250)		(71,324)
Other income (expense)		(7)		-		637		-		868
Interest income		-		-		267		-		370
Gain on derivatives		(95,306)		-		494,048		-		494,048
Debt forgiveness		-		-		-		-		37,714
Total other income (expense)		(112,011)		(8,812)		449,859		(12,250)		461,676
NET LOSS	$	(846,177)	$	(384,735)		(5,243,055)		(993,540)	$	(11,850,358)
Other comprehensive income:
Gain (loss) on foreign currency translation		5,501		-		151,104		-		151,104
Comprehensive loss	$	(840,676)	$	(384,735)		(5,091,951)		(993,540)	$	(11,699,254)
Net loss per share – basic and diluted	$	(0.05)	$	(0.03)		(0.32)		(0.07)
Weighted average shares outstanding - basic and diluted		16,623,391		14,257,650		16,379,341		14,257,650

The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-2

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ARDENT MINES LIMITED
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
			Nine Months Ended March 31,				Inception (July 27, 2000) Through March 31, 2012
			2012		2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(5,243,055)	$	(993,540)	$	(11,850,358)
Adjustments to reconcile net loss to
cash used in operating activities:
Debt forgiveness			-		-		(37,714)
Gain on derivative liabilities			(494,048)		-		(494,048)
Options expense			2,989,349		-		4,987,079
Imputed interest on related party payable			-		12,250		1,290
Stock issued for services			700,000		84,500		3,275,000
Change in:
	Other assets		-		(100,000)		-
	Prepaid expenses		(14,167)		-		(14,167)
	Accounts payable accrued liabilities		523,502		373,052		748,932
NET CASH USED IN OPERATING ACTIVITIES			(1,538,419)		(623,738)		(3,383,986)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition of property and equipment			(3,105)		(2,370)		(6,746)
Cash paid for acquisition of mining rights			(618,095)		-		(868,095)
NET CASH USED IN INVESTING ACTIVITIES			(621,200)		(2,370)		(874,841)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock, net of issuance costs			901,503		-		3,120,560
Advances from related party			8,264		5,064		24,393
Proceeds from notes payable			216,650		620,000		966,650
NET CASH PROVIDED BY FINANCING ACTIVITIES			1,126,417		625,064		4,111,603
EFFECTS OF FOREIGN EXCHANGE ON CASH			151,104		-		151,104
NET CHANGE IN CASH			(882,098)		(1,044)		3,880
CASH AT BEGINNING OF PERIOD			885,978		4,736		-
CASH AT END OF PERIOD		$	3,880	$	3,692	$	3,880
Supplemental Disclosures:
Interest paid		$	-	$	-	$	-
Income taxes paid			-		-		-
Noncash Investing and Financing Activities:
Derivative liabilities		$	625,829	$	-	$	625,829
Payables and accrued interest converted to debt			206,250		-		206,250

The accompanying notes are an integral part of these unaudited consolidated financial statements.F-3

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ARDENT MINES LIMITED

(An Exploration Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Ardent Mines Limited (“Ardent Mines”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in Ardent Mines' Annual Report filed with the SEC on Form 10−K for the fiscal year ended June 30, 2011. In the opinion of management, all adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for the fiscal year ended June 30, 2011 as reported in the Form 10−K have been omitted.

NOTE 2 - GOING CONCERN

Ardent Mines has incurred net losses since inception and has a negative working capital at March 31, 2012. The ability of Ardent Mines to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or attain profitable mining operations. Management has plans to seek additional capital through a private placement and public offering of its common stock. There is no guarantee that Ardent Mines will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Ardent Mines' ability to continue as a going concern.

NOTE 3 – ACQUISITION OF MINING RIGHTS

On May 4, 2011, Ardent Mines acquired Gold Hills Mining Ltda. which owns certain mining rights in Brazil. The aggregate purchase price paid was $400,000 which was recorded as capitalized mining rights in the balance sheet as of March 31, 2012. $250,000 of this purchase price was paid prior to June 30, 2011 and the remaining $150,000 was paid during the nine months ended March 31, 2012.

Under the terms of the acquisition, additional amounts will be paid pursuant to the results of reserves testing performed on the mining properties. Should the reserves testing confirm the existence of gold, silver and byproduct reserves of less than 300,000 equivalent gold ounces; Ardent Mines will not be required to make an additional payment. Should the reserves testing confirm the existence of gold, silver and byproduct reserves between 300,000 and 499,999 equivalent gold ounces; Ardent Mines will be required to pay an additional $400,000 payable within 30 days after completion of a pre-feasibility study. Should the reserves testing confirm the existence of gold, silver and byproduct reserves in excess of 499,999 equivalent gold ounces; Ardent Mines will be required to pay an additional $1,000,000, payable within 30 days after completion of a pre-feasibility study, and $2.00 per additional ounce in excess of 500,000 equivalent gold ounces.

In addition to the amounts to be paid based upon the reserves testing, Ardent Mines will also be required to pay an additional $700,000 within 30 days from the date that Ardent Mines obtains an environmental installation license. Once Ardent Mines begins extracting gold, silver or byproduct from the properties, Ardent Mines will be required to pay a monthly royalty equal to 2% of the net income from the sale of the mineral product. Ardent Mines will also be required to invest at least $3,500,000 in Gold Hills Mining Ltda. upon the development of an extensive extraction program.

On October 18, 2011, Ardent Mines closed on its acquisition of the mineral rights in a highly mineralized area of 9,000 acres located in the Carajas Mineral Province of Brazil with an option exercise payment of $350,000 made to the Cooperativa dos Produtores de Minerios de Curionópolis (“COOPEMIC”). During the nine months ended March 31, 2012, aggregate payments (including the option exercise payment) of $468,095 were made towards this acquisition. The payments are classified on the balance sheet as mining rights as of March 31, 2012.

F-4

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In addition to the option exercise payment made to COOPEMIC, Ardent Mines has undertaken certain exploration commitments to COOPEMIC. Ardent Mines has also agreed to make subsequent payments to COOPEMIC on the basis of the exploration report and the extent of the extraction of gold, silver, copper and their respective by-products. If Ardent Mines determines it is advisable to continue exploration, Ardent Mines shall pay to COOPEMIC $250,000 after six months of exploration and an additional $150,000 after twelve months of exploration. If Ardent Mines’ exploration activities confirm the existence of gold, silver or cooper and their respective by-products in excess of 400,000 gold equivalent ounces, Ardent Mines shall pay to COOPEMIC 30% of $24 per gold equivalent ounce contained in the mineral reserves in three tranches: (i) one-third shall be paid when the Brazilian National Department of Mineral Production shall approve the final mineral exploration report; (ii) one-third shall be paid upon commencement of the extraction of gold, silver, copper and their respective by-products, contained in the areas covered by the mining rights; and (iii) one-third shall be paid within six months from the date of commencement of the extraction of gold, silver and copper and their respective by-products, contained in the areas covered by the mining rights.

NOTE 4 – LOANS

On March 1, 2012, the Company issued an Amended and Restated Senior Secured Note to CRG Finance AG in the amount of $1,142,900.  The Amended and Restated Note consolidates (i) the outstanding loan with CRG Finance with a principal amount of $750,000, accrued interest payable to CRG Finance AG of $56,250; (ii) the additional advances and loans to the Company of $186,650; and (iii) all advisory fees due and payable to CRG Finance of $150,000. The note is secured by the assets of the Company, bears interest at 7.5% per annum and matures upon 30 days of demand. 

On March 2, 2012, the Company borrowed $30,000 from CRG Finance AG. The note is secured by the assets of the Company, bears interest at 7.5% per annum and matures 30 days after demand. 

NOTE 5 – DERIVATIVES

As of March 31, 2012, Ardent Mines has an aggregate of 277,923 outstanding warrants containing exercise price reset provisions which requires derivative treatment under FASB ASC 815-15. The warrants were originally issued on September 7, 2011.

The fair value of these liabilities as of September 7, 2011 and March 31, 2012 totaled $625,829 and $131,781, respectively and was calculated using a lattice model. The net change in the fair value of these derivative liabilities during the nine months ended March 31, 2012 resulted in a gain on the change in the fair value of derivatives of $494,048.

Fair Value Measurement

Ardent Mine’s values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Ardent utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. Ardent classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy defined by ASC 820 are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date.

F-5

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Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Ardent Mine’s uses Level 3 to value its derivative instruments.

The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on March 31, 2012.

	Level 1	Level 2	Level 3	Total
Assets
None	$           -	$          -	$                -	$                -
Liabilities
Derivative warrants	$           -	$          -	$     131,781	$    131,781

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments measured at fair value on a recurring basis using significant unobservable inputs:

	Warrants
Fair value at June 30, 2011	$                         -
Fair value of warrants issued	625,829
Change in fair value of derivative liabilities	(494,048)
Fair value at March 31, 2012	$             131,781

NOTE 6 – STOCKHOLDERS’ EQUITY

Common Stock

A chronological history of Ardent Mines' stock transactions is as follows:

July 27, 2000 - Ardent Mines incorporated in Nevada. Ardent Mines is authorized to issue 100,000,000 shares of its $0.00001 par value common stock.

August 1, 2000 - Ardent Mines issued 5,000,000 shares of common stock to each of Ardent Mines' President and Secretary and Treasurer for services rendered. This is accounted for as compensation expense of $273,048 and advances and reimbursement expense of $1,952.

During the year ended June 30, 2004, Ardent Mines sold 1,014,450 shares of common stock at $0.10 per share for cash proceeds of $101,445.

During the year ended June 30, 2008, Ardent Mines sold 8,243,200 shares of common stock for cash proceeds of $82,432.

On May 11, 2010, Ardent Mines sold 700,000 common shares at $0.01 per share or $7,000.

During the year ended June 30, 2011, Ardent Mines issued 500,000 shares for services pursuant to an introduction agreement valued at $2,300,000.

During the year ended June 30, 2011, Ardent Mines sold an aggregate of 556,000 common shares for cash proceeds of $2,028,180, net of cash commissions paid of $112,420.

On April 27, 2011, Darby Investments Services Inc. purchased 156,000 common shares pursuant to Regulation S at a purchase price of $3.85 per share or $600,600 total. In addition to the cash commissions, Ardent Mines also granted 41,600 common stock warrants as additional commissions. The warrants have a fair value of $142,375 (see Common StockWarrants  section below).

F-6

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During the nine months ended March 31, 2012, Ardent Mines sold an aggregate of 259,741 common shares and 259,741 common stock warrants for aggregate cash proceed of $901,503, net of stock issuance costs of $98,500. In addition to the cash commissions, Ardent Mines also granted 18,182 common stock warrants as additional commissions. The commission warrants have a fair value of $40,945. See Common StockWarrants  section below for details of the warrants.

During November 2011, Ardent Mines issued 350,000 common shares to its former President, Leonardo Riera, pursuant to a separation agreement. The shares were valued at $700,000 and expensed during the nine months ended March 31, 2012.

Common Stock Options

On February 4, 2011, the Company granted Leonardo Riera options to purchase 50,000 common shares at $0.01 per share which options vest immediately and have a term of 5 years. The options were granted in lieu of the 50,000 shares he was entitled to receive pursuant to his employment agreement dated September 27, 2010. The 50,000 common shares he was originally granted were fair valued and expensed at $84,500 during September 2010. On the date of the modification of the award, the fair value of the options granted was determined to be $229,066 and the fair value of the shares originally granted was determined to be $229,500. The fair value of the modified award on February 4, 2011 decreased; accordingly, there was no additional expense recorded. The fair value of the options was determined using the Black-Scholes Option Pricing Model. The significant assumptions used in the model include (1) discount rate of 1.25%, (2) expected life of 2.5 years (3) expected volatility of 169.52% and (4) zero expected dividends.

On May 12, 2011, the Company granted its Board members an aggregate of 1,300,000 stock options exercisable at $0.01 per share. The options vest 25% upon grant and an additional 25% vests each six months from the date of the grant. The fair value of the options was determined to be $5,368,121 using the Black-Scholes Option Pricing Model. The significant assumptions used in the model include (1) discount rate of 0.98%, (2) expected terms between 2.5 and 3.25 years (3) expected volatilities between 165.66% and 198.46% and (4) zero expected dividends. The fair value is being expensed over the vesting period of the options. During the nine months ended March 31, 2012, $2,916,290 was expensed. A total of $430,583 will be expensed over the remaining vesting period.

On November 22, 2011, Leonardo Riera, the Company’s Chief Executive Officer resigned. In accordance with his separation agreement, all of his unvested options became vested on that date and expired on February 22, 2012. As a result of the accelerated vesting, a total of $509,816 of additional option expense was recorded during the nine months ended March 31, 2012. This amount is included in the total options expense above of $2,916,290.

On January 5, 2012, Luis Feliu, the Company’s Chief Financial Officer resigned. As a result of his resignation, he forfeited 25,000 unvested options and his 25,000 vested options expired on April 5, 2012.

On February 24, 2012, the Company granted its Board members an aggregate of 1,300,000 stock options exercisable at $0.13 per share. The options vest 25% upon grant and an additional 25% vests each six months from the date of the grant. The fair value of the options was determined to be $218,045 using the Black-Scholes Option Pricing Model. The significant assumptions used in the model include (1) discount rate of 0.43%, (2) expected terms between 2.5 and 3.25 years (3) expected volatilities of 187.95% and (4) zero expected dividends. The fair value is being expensed over the vesting period of the options. During the nine months ended March 31, 2012, $73,059 was expensed. A total of $144,986 will be expensed over the remaining vesting period.

A summary of option activity for the nine months ended March 31, 2012 is reflected below:

	Options	Weighted- Average Exercise Price
Outstanding at June 30, 2011	1,350,000	$	4.57
Granted	1,300,000	0.13
Canceled	-	-
Forfeited	550,000	4.32
Outstanding at March 31, 2012	2,100,000	$	1.89
Exercisable at March 31, 2012	725,000	$	2.68

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At March 31, 2012, the range of exercise prices and the weighted average remaining contractual life of the options outstanding were $0.13 to $4.75 and 4.51 years, respectively. The intrinsic value of the exercisable options outstanding at March 31, 2012 was $208,000.

Common Stock Warrants

On May 30, 2011, the Company granted 41,600 common stock warrants as a commission for the sale of common stock. The warrants are exercisable at $3.85 per share, vest immediately and have a term of 1 year. The fair value of the warrants was determined to be $142,375 using the Black-Scholes Option Pricing Model. The significant assumptions used in the model include (1) discount rate of 0.18%, (2) expected term of 1 year (3) expected volatility of 148.57% and (4) zero expected dividends. The fair value was recorded against additional paid-in capital as stock issuance costs.

On September 7, 2011, the Company sold 259,741 common stock warrants for cash (see Common Stock section above) and issued 18,182 common stock warrants for commissions on the sale. The warrants are exercisable at $4.15 per share, vest immediately and expire on September 7, 2016. The aggregate fair value of these warrants was determined to be $625,829 using a lattice model (see Note 5). The warrants were accounted for as derivative liabilities.

A summary of warrant activity for the year ended March 31, 2012 is reflected below:

	Warrants	Weighted- Average Exercise Price
Outstanding at June 30, 2011	51,600	$	3.85
Granted	277,923	4.15
Canceled	-	-
Forfeited	-	-
Outstanding at March 31, 2012	329,523	$	4.10
Exercisable at March 31, 2012	329,523	$	4.10

At March 31, 2012, the range of exercise prices and the weighted average remaining contractual life of the warrants outstanding were $3.85 to $4.15 and 3.78 years, respectively. The intrinsic value of the warrants exercisable at March 31, 2012 was $0.

NOTE 7 – SUBSEQUENT EVENTS

On April 3, 2012, the Company borrowed $250,000 from Tumlins Trade Inc. The loan is unsecured, bears interest at 7.5% per annum and matures April 4, 2013.

On April 3, 2012, the Company borrowed $50,000 from CRG Finance AG. The note is secured by the assets of the Company, bears interest at 7.5% per annum and matures upon 30 days of demand.

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND                                            
                              RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations of the Company should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Report”). This Report contains certain forward-looking statements and the Company's future operating results could differ materially from those discussed herein. Certain statements contained in this Report, including, without limitation, statements containing the words “believes”, “anticipates,” “expects” and the like, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as the Company intends to issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, the Company is ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained or incorporated by reference herein to reflect future events or developments, except as required by the Exchange Act.

Unless otherwise provided in this Report, references to the “Company,” the “Registrant,” the “Issuer,” “we,” “us,” and “our” refer to Ardent Mines Limited.

Corporate Information

We were incorporated in the State of Nevada on July 27, 2000. We are presently engaged in the acquisition and exploration of mining properties.  Our address is 100 Wall Street, 10^th Floor, New York, NY 10005. Our telephone number is (778) 892-9490.

Background

In August 2000, we acquired the right to prospect one mineral property containing eight mining claims located on Copperkettle Creek in British Columbia, Canada.  We have allowed these claims to lapse.  From August 26, 2006 to September 11, 2006, we did not conduct any operations.  During that period, we intended to identify an acquisition or merger candidate with ongoing operations in any field.  However in September 2006 we decided to acquire the right to explore a new property in British Columbia and returned to the business of mineral exploration. On April 30, 2009, we decided not to renew certain claims, and later determined not to pursue its remaining claim in Canada.   We subsequently determined to pursue other mining development opportunities.

The Company’s Current Business Operations

Our most significant achievements to date has been our acquisitions of Gold Hills Mining Ltda. and mining rights in Para, Brazil, in each case as described below.

Gold Hills Mining Ltda.

In January of 2011, we entered into a term sheet to acquire Gold Hills Mining Ltda. (“Gold Hills”), a Brazilian corporation which possesses rights for mineral extraction on properties located in Northeastern Brazil.  After the completion of due diligence, on May 4, 2011, we acquired Gold Hills pursuant to a Purchase Agreement (the “Purchase Agreement”) by and between the Company, Gold Hills and the two shareholders of Gold Hills (such shareholders are referred to herein as the “Sellers”).  Pursuant to the Purchase Agreement, the Sellers have sold us One Hundred Percent (100%) of all the issued and outstanding equity interests (the “Shares”) of Gold Hills.  The Company has agreed to explore the Gold Hills property, and, if certain gold reserves are established, to make investments and pay additional sums to the Sellers, as set forth in the Purchase Agreement.

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Closing of Acquisition of Mineral Rights in Brazil’s Carajás Mining District in the State of Para, Brazil

The Company announced on October 24, 2011 that Gold Hills Mining Ltda., its wholly owned Brazilian subsidiary, has, effective October 18, 2011, closed on its acquisition of the mineral rights in a highly mineralized area of 9,000 Hectares located in the Carajas Mineral Province, State of Para, with an option exercise payment of $350,000 plus additional payments totaling $107,756 made to the Cooperativa dos Produtores de Minerios de Curionópolis (“COOPEMIC”). The Company refers to this property as Serra do Sereno, or Misty Hills.

The Serra dos Carajás Mineral Province is a distinct geologic dominium, well known worldwide for hosting Brazil’s largest iron, copper and gold deposits. The Company plans to begin the initial exploration campaign at Misty Hills as soon as financing for the project can be obtained. The Company has agreed, under the Option Agreement, to expend a minimum of $5,000,000 in the exploration of the applicable mining rights area. The Company expects that the initial campaign will cost between $5,000,000 and $10,000,000.

In addition to the option exercise payment made to COOPEMIC, the Company has undertaken certain exploration commitments to COOPEMIC. The Company has also agreed to make subsequent payments to COOPEMIC on the basis of the exploration report and the extent of the extraction of gold, silver, copper and their respective by-products. If the Company determines it is advisable to continue exploration, the Company shall pay to COOPEMIC $250,000 after six months of exploration and an additional $150,000 after twelve months of exploration.  If the Company’s exploration activities confirm the existence of gold, silver or cooper and their respective by-products in excess of 400,000 gold equivalent ounces, certified under the standard NI-43101, as established by the Canadian Securities Administration as “measured resources,” the Company shall pay to COOPEMIC, at the end of such initial exploration, 30% of $24 per gold equivalent ounce contained in the mineral reserves in three tranches: (i) one-third shall be paid when the Brazilian National Department of Mineral Production shall approve the final mineral exploration report; (ii) one-third shall be paid upon commencement of the extraction of gold, silver, copper and their respective by-products, contained in the areas covered by the mining rights; and (iii) one-third shall be paid within six months from the date of commencement of the extraction of gold, silver and copper and their respective by-products, contained in the areas covered by the mining rights.

Plan of Operation

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations.

To become profitable and competitive, we have to conduct exploration on the property and find mineralized material.  We will be seeking equity financing to provide for the capital required to implement our research and exploration phases.

Results of Operations

Revenues

For the Three Month Period Ended March 31, 2012 and March 31, 2011

From the Company’s inception through March 31, 2012, we did not earn any revenues and incurred a net loss of $11,850,358. During the three month period ended March 31, 2012, we incurred a net loss of $846,177, as compared to the three month period ended March 31, 2011, in which we incurred a net loss of $384,735.    

For the Nine Month Period Ended March 31, 2012 and March 31, 2011

From the Company’s inception through March 31, 2012, we did not earn any revenues and incurred a net loss of $11,850,358. During the nine month period ended March 31, 2012, we incurred a net loss of $5,243,055, as compared to the nine month period ended March 31, 2011, in which we incurred a net loss of $993,540.   

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Expenses

For the Three Month Period Ended March 31, 2012 and March 31, 2011

During the three months ended March 31, 2012 we incurred total operating expenses of $734,166 which included $380,164, in executive and directors compensation, $28,380 in consulting fees, $181,881 in legal and accounting fees, $105,000 in investment banking services, and $38,741 in other general and administrative fees. Comparatively, during the same period in 2011, we incurred total expenses of $375,923 which included $84,545 in executive compensation, $4,000 in consulting fees, $76,116 in legal and accounting fees, $75,660 in marketing expenses, $75,000 in investment banking services, $17,394 in other general and administrative fees, and $43,208 for travel expenses. The Company’s expenses have increased as the Company has begun negotiating acquisitions, conducting due diligence and retaining staff.

For the Nine Month Period Ended March 31, 2012 and March 31, 2011

During the nine months ended March 31, 2012 we incurred total operating expenses of $5,692,914 which included $4,010,049 in executive and director compensation, $108,484 in consulting fees, $642,279 in legal and accounting fees, $467,394 in other general and administrative fees, $225,000 in investment banking services, $5,068 in marketing and $234,640 for travel expenses. Comparatively, during the same period in 2011, we incurred total expenses of $981,290 which included $305,545 in executive and director compensation, $10,500 in consulting fees, $169,607 in legal and accounting fees, $275,000 in investment banking services, $10,000 in mining exploration, $33,143 in other general and administrative fees, and $101,835 for travel expenses. The Company’s expenses have increased as the Company has begun negotiating acquisitions, conducting due diligence and retaining staff.

Since Inception

Since the inception of the Company on July 27, 2000, we have incurred total operating expenses of $12,312,034 which included $3,035,155 in consulting fees, $6,402,324 in executive and director compensation, $483,560 in investment banking services, $1,258,926 in legal and accounting fees, $562,224 in other general and administrative fees, $91,148 in marketing, $24,588 in mining and exploration, and $454,109 for travel expenses.

Liquidity and Capital Resources

As of the date of this Report, we have yet to generate any revenues from our business operations. The Company has raised funds through the sale of equity and borrowing.  The Company will need to raise additional capital to commence operations.  The amount of capital required will be determined by the size and nature of the mining projects which the Company may commence in the future.  We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Any equity financing we may pursue will result in additional dilution to existing shareholders.

The Company will require significant additional funding in order to conduct proposed operations for the next year.  The amount of funding required will be determined by the number of acquisitions of mining properties the Company engages in during such time.

On September 7, 2011 (the “Closing Date”), pursuant to a securities purchase agreement, dated September 1, 2011, we completed the closing of a private placement offering of our securities (the “Offering”) for a total subscription proceeds of $1,000,004 through the issuance of 259,741 shares of the Company’s Common Stock at a purchase price of $3.85 per share (the “Shares”) to certain accredited investors (the “Investors”). In connection with the issuance of the Shares, the Investors received common stock purchase warrants to purchase up to 259,741 additional shares of our common stock (the “Warrants”). The initial exercise price of the Warrants is $4.15 per share, subject to adjustment therein, with a term of exercise equal to 5 years.  In connection with the Offering, we granted the Investors registration rights pursuant to a registration rights agreement, dated September 1, 2011. We have filed a registration statement in order to register the Shares and the Warrant Shares, which was declared effective by the SEC on December 30, 2011.  Net proceeds from the private placement have been used primarily to support our current exploration and development plans in Brazil together with our ongoing general corporate and working capital requirements. 

On July 27, 2007 we completed our private placement.  We raised $82,432 by selling 8,243,200 shares of common stock at a price of $0.01 per share to twelve investors.  The proceeds of the offering have been used to sustain operations through the date of this Report.

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On March 1, 2012, the Company and CRG Finance AG entered into a commitment letter (the “Commitment Letter”) pursuant to which CRG Finance AG has agreed to provide the Company with up to One Million U.S. Dollars (USD $1,000,000) to maintain the Company’s ordinary course of business operations.  Funds underlying the Commitment Letter may be drawn by the Company in increments or tranches upon written consent of CRG Finance AG at any time prior to the first anniversary of the date of the Commitment Letter.  The Commitment Letter will facilitate funding for the Company as a supplement to the prior commitment of CRG Finance AG in the amount of One Million U.S. Dollars (USD $1,000,000) that was contained in the Corporate Development Services Agreement between CRG Finance AG and the Company, dated September 27, 2010, which has been fully drawn by the Company. 

Any and all draws against the Commitment Letter shall be subject to the following conditions: (i) adherence of the Company to its business plan; (ii) satisfactory progress with respect to operations of the Company; (iii) satisfactory management of the Company; (iv) satisfactory compliance of the Company with any and all laws, rules, and regulations applicable to the Company, its subsidiaries and their respective operations; and (v) in such increments or tranches reasonably acceptable to CRG Finance AG (collectively, each of (i), (ii), (iii), (iv) and (v), are referred to as the “Conditions Precedent”).  The satisfactory nature of any and all of the Conditions Precedent shall in each case be determined at the sole discretion of CRG Finance AG.  Neither the Company nor any third party shall have any rights of any nature of kind whatsoever to compel CRG Finance AG to perform in respect of the Commitment Letter if CRG Finance AG has determined that the Company is deficient with respect to one or more of the Conditions Precedent.

On March 1, 2012, the Company issued an Amended and Restated Senior Secured Note to CRG Finance AG in the amount of $1,142,900.  The Amended and Restated Note consolidates (i) the outstanding loan with CRG Finance with a principal amount of $750,000, accrued interest payable to CRG Finance AG of $56,250; (ii) the additional advances and loans to the Company of $186,650; and (iii) all advisory fees due and payable to CRG Finance of $150,000. The note is secured by the assets of the Company, bears interest at 7.5% per annum and matures upon 30 days of demand. 

The Amended and Restated Note is secured by a senior security interest of CRG Finance AG in all tangible and intangible assets and properties of the Company and its subsidiaries as collateral pursuant to the terms and conditions of a Security Agreement entered into with CRG Finance AG (the “Security Agreement”). The Security Agreement will also secure and include all future notes issued by the Company as and when the Company draws upon the supplemental funds to be made available to the Company under the terms of the Commitment Letter.  The extent of the security interest in such collateral includes all currently owned assets and properties of the Company and its subsidiaries and all after-acquired worldwide assets of the Company and its subsidiaries. The Security Agreement and the Commitment Letter are described in further detail in Item 1.01 of the Current Report on Form 8-K filed by the Company with the SEC on March 2, 2012, which is incorporated herein by reference thereto.

On March 2, 2012, the Company borrowed $30,000 from CRG Finance AG. The note is secured by the assets of the Company, bears interest at 7.5% per annum and matures 30 days after demand.  

On April 3, 2012, the Company borrowed $250,000 from Tumlins Trade Inc. The loan is unsecured, bears interest at 7.5% per annum and matures April 4, 2013.

On April 3, 2012, the Company borrowed $50,000 from CRG Finance AG. The note is secured by the assets of the Company, bears interest at 7.5% per annum and matures upon 30 days of demand.

As of March 31, 2012 we had current assets of $18,047 and current liabilities of $1,834,042.  As of March 31, 2012 we had total assets of $892,888 comprised entirely of cash, prepaid expenses, mining rights and property and equipment.

For the Nine Month Period Ended March 31, 2012 and March 31, 2011

During the nine months ended March 31, 2012 we spent net cash of $1,538,419 in operating activities, compared to net cash spending of $623,738 on operating activities during the same period in 2011. Since the Company’s inception, we have spent net cash of $3,383,986 in operations.

Cash used in investing activities totaled $621,200 for the nine months ended March 31, 2012 compared to net cash used in investing activities of $2,370 during the same period in 2011.  Since the Company’s inception, the cash used in investing activities has totaled $874,841.

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Cash provided by financing activities totaled $1,126,417 for the nine months ended March 31, 2012 compared to net cash provided by financing activities of $625,064 during the same period in 2011.  Since the Company’s inception, the cash provided by financing activities has totaled $4,111,603.

Employees and Directors

As of the date of this Report, we have four employees.  Mr. Urmas Turu is a member of our Board of Directors and the Interim Chief Executive Officer of the Company.   Mr. Luciano de Freitas Borges is a member of our Board and our President, and we have two additional employees in Brazil.  Mr. Gabriel Margent serves on the Company’s Board of Directors.  On January 5, 2012, Mr. Luis Feliu, the Chief Financial Officer of the Company resigned from his position as an officer of the Company.  Mr. Urmas Turu was subsequently appointed by the Board to serve as Interim Chief Financial Officer in addition to his service as Interim Chief Executive Officer.

Research and Development

The Company anticipates spending approximately $12 million on mining exploration in the fiscal year ending June 30, 2012 for the Gold Hills project, and additional funds in amounts to be determined by the number of mining projects acquired by the Company.

Recent accounting pronouncements

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

Off Balance Sheet Arrangements

As of March 31, 2012, we did not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.        

ITEM 3.                QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not Applicable.

ITEM 4.                CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this Report, the Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures in ensuring that information required to be disclosed by the Company in its reports is recorded, processed, summarized and reported within the required time periods. Based on their evaluation of the Company’s disclosure controls and procedures as of March 31, 2012, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of that date, the Company’s controls and procedures were not effective for the purposes described above.

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Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended March 31, 2012 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II.               OTHER INFORMATION

ITEM 1.                LEGAL PROCEEDINGS.

As previously disclosed in the Company’s periodic reports, on May 10, 2011, we filed a Complaint with the Supreme Court of the State of New York.  The action pertains to disputed rights of ownership among certain shareholders of the Company. As of as of the date of this Report, the defendants have not made any counterclaims against the Company and no hearings have taken place. 

ITEM 1A.          RISK FACTORS.

Not Applicable.

ITEM 2.             UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Not Applicable.

ITEM 3.             DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

ITEM 4.             MINE SAFETY DISCLOSURES

This item is not applicable, as the Company does not own or operate mining operations in the United States.  The Company plans to conduct its operations outside of the United States.

ITEM 5.             OTHER INFORMATION.

Not Applicable.

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ITEM 6.                EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description
Exhibit 10.19		Commitment Letter, by and among the Company and CRG Finance AG, dated as of March 1, 2012.
Exhibit 10.20		Security Agreement, by and among the Company and CRG Finance AG, dated as of March 1, 2012.
Exhibit 10.21		Amended and Restated Senior Note to CRG Finance AG in the amount of $1,142,900, dated as of March 1, 2012.
Exhibit 10.22		Form of Option Grant Agreement.
Exhibit 31.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.
Exhibit 101		Interactive Data Files
		101.INS – XBRL Instance Document
		101.SCH - XBRL Taxonomy Schema
		101.CAL - XBRL Taxonomy Calculation Linkbase
		101.DEF - XBRL Taxonomy Definition Linkbase
		101.LAB - XBRL Taxonomy Label Linkbase
		101.PRE - XBRL Taxonomy Presentation Linkbase

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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 thereunto duly authorized.

ARDENT MINES LIMITED
(Registrant)
By:	/s/ URMAS TURU
	Name: Urmas Turu
	Title:   Interim Chief Executive Officer, Principal Executive Officer, Interim Chief Financial Officer, Principal Financial Officer and Director

Dated:    May 21, 2012

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EX-10

Exhibit 10.19

Ardent Mines Limited

Commitment Supplement

March 1, 2012

Ardent Mines Limited

100 Wall Street, 21^st Floor

New York, New York 10005

Attention:        Mr. Urmas Turu, Chief Executive Officer

Dear Mr. Turu:

            Whereas, on September 27, 2010, Ardent Mines Ltd. (the “Company”) entered into a Corporate Development Services Agreement (the “Services Agreement”) with CRG Finance AG (“Lender”) and under the terms of the Service Agreement the Lender agreed to loan the Company an aggregate of up to One Million U.S. Dollars ($1,000,000) which has been drawn down by the Company in tranches at an interest rate of seven and one half percent (7.5%), calculated based on a year of 365 days and actual days elapsed.

            Whereas, the Lender has agreed in principle to provide a credit facility to the Company of an additional One Million U.S. Dollars ($1,000,000) over and above the amount of the commitment provided in the Services Agreement.

            The Lender hereby agrees to provide the Company with up to One Million US Dollars (USD $1,000,000) to maintain the Company’s ordinary course of business operations (the “Commitment Amount”) pursuant to the terms and conditions set forth herein (this “Agreement”).  This Agreement shall be deemed to constitute an amendment and supplement to the Services Agreement and all terms and conditions not otherwise stated herein shall be controlled by the Services Agreement. 

Subject to the conditions set forth below, the Commitment Amount may be drawn by the Company in increments or tranches upon written consent of the Lender at any time prior to the first anniversary of the date of this Agreement. 

The Commitment is conditional upon the issuance of an Amended and Restated Note (the “A&R Note”) for the principal amount of One Million One Hundred and Forty-Two Thousand Nine Hundred U.S. Dollars (USD$1,142,900 attached hereto as Exhibit A representing all of the outstanding obligations of the Lender to the Company, including, but not limited to all notes issued by the Company to the Lender and all outstanding fees of the Lender.  Upon issuance of the A&R Note, all outstanding notes of the Company issued to the Lender prior to the date hereof shall be cancelled and all prior fees shall be extinguished in consideration for the issuance of the A & R Note.

            Any and all draws against the Commitment Amount shall be subject to (i) adherence of the Company to its business plan, (ii) satisfactory progress with respect to operations of the Company, (iii) satisfactory management of the Company, and (iv) satisfactory compliance of the Company with any and all laws, rules, and regulations applicable to the Company, its subsidiaries and their respective operations, and (v) in such increments or tranches reasonably acceptable to the Lender (collectively, each of (i), (ii), (iii), (iv) and (v), the “Conditions Precedent”).  The satisfactory nature of any and all of the Conditions Precedent shall in each case be determined at the sole discretion of the Lender.  For purposes of clarity, neither the Company nor any third party shall have any rights of any nature of kind whatsoever to compel the Lender to perform in respect of this Agreement if the Lender has determined that the Company is deficient with respect to one or more of the Conditions Precedent.

            Any and all draws upon the Commitment Amount shall be represented by secured notes substantially in the form of the A&R Note (the “Commitment Notes” and referred to collectively herein together with the A&R Note, as the “Notes”).  Each of the Commitment Notes shall be fully secured by the Company to the same and full extent as the A&R Note.  The Company hereby expressly authorizes the Lender to file one or more UCC financing statements and any and all other notices of secured interest in any and all jurisdictions which the Lender deems reasonable and necessary in order to perfect such security interests underlying the Notes, including, without limitation, any and all amendments and supplements thereof in order to maintain such perfection and priority.  The Company shall promptly pay any and all fees, costs, expenses and disbursements incurred by Lender related to this Agreement, the Notes and the filing of each UCC financing statement reflecting perfected and priority senior secured security interests thereto.  The Company shall not permit any other indebtedness of the Company to have priority over any of the Notes except as expressly permitted by the respective Note and security agreement.  The Company shall indemnify and hold harmless the Lender with respect to enforcement of the Notes, including, without limitation, any and all fees, costs, expenses and disbursements of counsel to the Lender incurred in connection therewith.  Nothing herein shall limit the rights of Lender to request reimbursement of any and all expenses incurred on behalf of the Company pursuant to the terms of the Services Agreement.

All notices, demands and other communications relating to this Agreement to be given or otherwise to be made to any party to this Agreement shall be deemed to be sufficient or contained in a written instrument if sent by messenger, telecopied, faxed, sent via e-mail or mailed by registered or certified mail, or by a recognized national or international courier service, postage or charges prepaid, return receipt requested, to the addresses set forth on the signature page hereto (or to such other address, as may be specified by the parties hereto from time to time), provided, however, any notice sent in electronic format shall not be deemed effective unless and until written or electronic acknowledgment of receipt is given by the receiving party to the transmitting party.

            This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. Subject to applicable securities laws, the Lender may assign any of its rights under this Agreement, but no such assignment shall relieve any Lender from its obligations hereunder.  The Company may not assign any of its rights under this Agreement, except to a successor-in-interest to the Company, without the written consent of the Lender.

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            No failure or delay on the part of Company or the Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such rights, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, or any consent to any departure by the Company or the Lender from the terms of this Agreement shall be effective only if it is made or given in writing and signed by all of the parties hereto.

            This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. This Agreement together with the form of Note are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. 

            If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

            Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement.  Signatures on this Agreement delivered electronically by e-mail, scan, fax or telecopier shall be considered delivery of original signatures for purposes of effectiveness of this Agreement to the same and full extent as an original thereof.

[Signature Page Follows]

3

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective officers hereunto duly authorized on the date first written above.

THE COMPANY: 

ARDENT MINES LIMITED

            By:      /s/ Urmas Turu            

                        Name:  Urmas Turu,

                        Title     Chief Executive Officer

Address for Notices:

                        100 Wall Street, 21^st Floor

                        New York, New York 10005

THE LENDER: 

CRG FINANCE AG

By:      /s/ Sergei Stetsenko    

Name:     Sergei Stetsenko

Title:       President

Address for Notices: Bahnhofstrasse 23

6301 Zug Switzerland

4

EX-10

Exhibit 10.20

ARDENT MINES LIMITED SECURITY AGREEMENT

THIS SECURITY AGREEMENT (“Agreement”) is made and entered into as of the 1^st day of March, 2012, by and among Ardent Mines Limited, a Nevada corporation (the “Borrower”), and CRG Finance AG, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) and as lender (the “Lender”). 

WITNESSETH:

WHEREAS, the Borrower has issued an Amended and Restated Senior Note (the “A&R Note”) to the Lender in the principal amount of One Million One Hundred and Forty-Two Thousand Nine Hundred U.S. Dollars (USD$1,142,900);   

WHEREAS, The Lender may make additional loans to the Borrower pursuant to the terms and conditions of that certain Commitment Agreement executed as of even date herewith, as to which such loans shall be evidenced by one or more senior secured notes in form substantially similar to the A&R Note and each such supplemental note when issued by the Borrower for value, shall for any and all purposes under this Agreement be deemed to constitute a “Note” for purposes of this Agreement. 

WHEREAS, the Borrower has agreed to grant a security interest in and to the Collateral (as defined in this Agreement) to the Lender pursuant to the Note on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, for and in consideration of the issuance of the Note, the other premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties covenant and agree as follows:

1.Definitions. In addition to the words and terms defined elsewhere in this Agreement, the following words and terms shall have the following meanings, unless the context otherwise clearly requires:

“Accounts” shall have the meaning given to that term in the Code and shall include without limitation all rights of the Borrower, whenever acquired, to payment for goods sold or leased or for services rendered, whether or not earned by performance.

“Chattel Paper” shall have the meaning given to that term in the Code and shall include without limitation all writings owned by the Borrower, whenever acquired, which evidence both a monetary obligation and a security interest in or a lease of specific goods.

“Code” shall mean the Uniform Commercial Code as in effect on the date of this Agreement and as amended from time to time, of the state or states having jurisdiction with respect to all or any portion of the Collateral from time to time.

“Collateral” shall mean (i) all tangible and intangible assets of the Borrower and all of its subsidiaries, in each case, including, without limitation, collectively the Accounts, Chattel Paper, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Instruments, Intellectual Property, Inventory and Investment Property of the Borrower, and (ii) Proceeds of each of them.

“Deposit Accounts” shall have the meaning given to that term in the Code and shall include a demand, time, savings, passbook or similar account maintained with a bank, savings bank, savings and loan association, credit union, trust company or other organization that is engaged in the business of banking.

“Documents” shall have the meaning given to that term in the Code and shall include without limitation all warehouse receipts (as defined by the Code) and other documents of title (as defined by the Code) owned by the Borrower, whenever acquired.

“Equipment” shall have the meaning given to that term in the Code and shall include without limitation all goods owned by the Borrower, whenever acquired and wherever located, used or brought for use primarily in the business or for the benefit of the Borrower and not included in Inventory of the Borrower, together with all attachments, accessories and parts used or intended to be used with any of those goods or Fixtures, whether now or in the future installed therein or thereon or affixed thereto, as well as all substitutes and replacements thereof in whole or in part.

“Event of Default” shall mean (i) any of the Events of Default described in the Note or the Loan Documents, or (ii) any default by the Borrower in the performance of its obligations under this Agreement.

“Fixtures” shall have the meaning given to that term in the Code, and shall include without limitation leasehold improvements.

“General Intangibles” shall have the meaning given to that term in the Code and shall include, without limitation, all leases under which the Borrower now or in the future leases and or obtains a right to occupy or use real or personal property, or both, all of the other contract rights of the Borrower, whenever acquired, and customer lists, choses in action, claims (including claims for indemnification), books, records, patents, copyrights, trademarks, blueprints, drawings, designs and plans, trade secrets, methods, processes, contracts, licenses, license agreements, formulae, tax and any other types of refunds, returned and unearned insurance premiums, rights and claims under insurance policies, and computer information, software, records and data, and oil, gas, or other minerals before extraction now owned or acquired after the date of this Agreement by the Borrower.

“Instruments” shall have the meaning given to that term in the Code and shall include, without limitation, all negotiable instruments (as defined in the Code), all certificated securities (as defined in the Code) and all other writings which evidence a right to the payment of money now or after the date of this Agreement owned by the Borrower.

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“Inventory” shall have the meaning given to that term in the Code and shall include without limitation all goods owned by the Borrower, whenever acquired and wherever located, held for sale or lease or furnished or to be furnished under contracts of service, and all raw materials, work in process and materials owned by the Borrower and used or consumed in the Borrower’s business, whenever acquired and wherever located.

“Investment Property,” “Securities Intermediary” and “Commodities Intermediary” each shall have the meaning set forth in the Code.

“Loan Documents” shall mean collectively, this Agreement, the Note, and all other agreements, documents and instruments executed and delivered in connection therewith, as each may be amended, supplemented or modified from time to time.

“Permitted Liens” shall mean all (i) all existing liens on the assets of the Borrower which have been disclosed in the filings of the Borrower with the U.S. Securities & Exchange Commission; and (ii) all purchase money security interests hereinafter incurred by the Borrower in the ordinary course of business.

“Proceeds” shall have the meaning given to that term in the Code and shall include without limitation whatever is received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether cash or non-cash, and includes without limitation proceeds of insurance payable by reason of loss of or damage to Collateral.

Capitalized terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Code.

2.Security Interest.  

(a)        As security for the full and timely payment of the Note, the Borrower agrees that the Lender shall have, and the Borrower shall grant and convey to and create in favor of the Lender, a security interest under the Code in and to the Collateral, whether now owned or existing or hereafter acquired or arising and regardless of where located worldwide. The security interest granted to the Lender in this Agreement shall be a first priority security interest, prior and superior to the rights of all third parties existing on or arising after the date of this Agreement, subject to the Permitted Liens. 

(b)        The security interest shall include, without limitation, all of the Equipment, Inventory and Goods owned by the Borrower located in all states of the United States of America and in all countries worldwide.  None of the Collateral is in the possession of any bailee, warehousemen, processor or consignee.  Schedule I discloses such Borrower name as of the date hereof as it appears in official filings in the state or province, as applicable, of its incorporation, formation or organization, the type of entity of Borrower (including corporation, partnership, limited partnership or limited liability company), and the chief place of business, chief executive officer and the office where Borrower keeps its books and records.  The Borrower has only one state or province, as applicable, of incorporation, formation or organization.  The Borrower does not do business and has not done business during the past five (5) years under any trade name or fictitious business name except as disclosed on Schedule I attached hereto.

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3.Provisions Applicable to the Collateral. The parties agree that the following provisions shall be applicable to the Collateral:

(a) The Borrower covenants and agrees that at all times during the term of this Agreement it shall keep accurate and complete books and records concerning the Collateral that is now owned by the Borrower.

(b) The Lender or its representatives shall have the right, upon reasonable prior written notice to the Borrower and during the regular business hours of the Borrower, to examine and inspect the Collateral and to review the books and records of the Borrower concerning the Collateral that is now owned or acquired after the date of this Agreement by the Borrower and to copy the same and make excerpts therefrom; provided, however, that from and after the occurrence of an Event of Default, the rights of inspection and entry shall be subject to the requirements of the Code.

(c) The Borrower shall at all times during the term of this Agreement keep the Equipment, Inventory and Fixtures that are now owned by the Borrower in the states where currently domiciled or, upon written notice to the Lender, at such other locations for which the Lender has filed financing statements or given notice or the place of receipt of notice as provided herein, and in no other states or places, without 20 days’ prior written notice to the Lender, except that the Borrower shall have the right until one or more Events of Default shall occur to sell, move or otherwise dispose of Inventory and other Collateral in the ordinary course of business.

(d) The Borrower shall not move the location of its principal executive offices without prior written notification to the Lender.

(e) Without the prior written consent of the Lender, the Borrower shall not sell, lease or otherwise dispose of any Equipment or Fixtures, except in the ordinary course of its business.

(f) Promptly upon request of the Lender from time to time, the Borrower shall furnish the Lender with such information and documents regarding the Collateral and the Borrower’s financial condition, business, assets or liabilities, at such times and in such form and detail as the Lender may reasonably request.

(g) During the term of this Agreement, the Borrower shall deliver to the Lender, upon its reasonable, written request from time to time, without limitation,

(i) all invoices and customer statements rendered to account debtors, documents, contracts, chattel paper, instruments and other writings pertaining to the Borrower’s contracts or the performance of the Borrower’s contracts,

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(ii) evidence of the Borrower’s accounts and statements showing the aging, identification, reconciliation and collection thereof, and

(iii) reports as to the Borrower’s inventory and sales, shipment, damage or loss thereof, all of the foregoing to be certified by authorized officers or other employees of the Borrower, and Borrower shall take all necessary action during the term of this Agreement to perfect any and all security interests in favor of the Borrower and to assign to Lender all such security interests in favor of the Borrower.

(h) Notwithstanding the security interest in the Collateral granted to and created in favor of the Lender under this Agreement, the Borrower shall have the right until one or more Events of Default shall occur, at its own cost and expense, to collect the Accounts and the Chattel Paper and to enforce its contract rights.

(i) After the occurrence of an Event of Default, the Collateral Agent shall have the right, in its sole discretion, to give notice of the Lender’s security interest to account debtors obligated to the Borrower and to take over and direct collection of the Accounts and the Chattel Paper, to notify such account debtors to make payment directly to the Lender and to enforce payment of the Accounts and the Chattel Paper and to enforce the Borrower’s contract rights. It is understood and agreed by the Borrower that the Collateral Agent shall have no liability whatsoever under this subsection (i) except for its own gross negligence or willful misconduct.

(j) At all times during the term of this Agreement, the Borrower shall promptly deliver to the Collateral Agent, upon written request, all existing leases, and all other leases entered into by the Borrower from time to time, covering any Equipment or Inventory (“Leased Inventory”) which is leased to third parties.

(k) The Borrower shall not change its name, entity status, federal taxpayer identification number, or provincial organizational or registration number, or the state under which it is organized without the prior written consent of the Lender, which consent shall not be unreasonably withheld.

(l) The Borrower shall not close any of its Deposit Accounts or open any new or additional Deposit Accounts without first giving the Lender at least fifteen (15) days prior written notice thereof; however, Lender grants Collateral Agent the power to waive a portion of the notice period if such waiver does not harm Lender’s security position.

(m) The Borrower shall cooperate with the Lender, at the Borrower’s expense, in perfecting Lender’s security interest in any of the Collateral.

(n) The Collateral Agent may file any necessary financing statements and other documents the Collateral Agent deems reasonably necessary in order to perfect Lender’s security interest without the Borrower’s signature. The Borrower grants to the Collateral Agent a power of attorney for the sole purpose of executing any documents on behalf of the Borrower which the Collateral Agent deems reasonably necessary to perfect Lender’s security interest. Such power, coupled with an interest, is irrevocable.

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4.Actions with Respect to Accounts. The Borrower irrevocably makes, constitutes and appoints the Collateral Agent its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions after the occurrence and prior to the cure of an Event of Default, at any time without notice to the Borrower and at the Borrower’s reasonable expense:

(a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise;   

(b) Notify all account debtors that the Accounts have been assigned to the Lender and that the Lender has a security interest in the Accounts;   

(c) Direct all account debtors to make payment of all Accounts directly to the Lender;   

(d) Take control in any reasonable manner of any cash or non-cash items of payment or proceeds of Accounts;   

(e) Receive, open and respond to all mail addressed to the Borrower;   

(f) Take control in any manner of any rejected, returned, stopped in transit or repossessed goods relating to Accounts;   

(g) Enforce payment of and collect any Accounts, by legal proceedings  or otherwise, and for such purpose the Lender may:   

(1) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to the Lender; 

(2) Receive and collect all monies due or to become due to the Borrower pursuant to the Accounts; 

(3) Exercise all of the Borrower’s rights and remedies with respect to the collection of Accounts;

(4)  Settle, adjust, compromise, extend, renew, discharge or release Accounts in a commercially reasonable manner;

(5) Sell or assign Accounts on such reasonable terms, for such reasonable amounts and at such reasonable times as the Lender reasonably deem advisable;

(6) Prepare, file and sign the Borrower’s name or names on any Proof of Claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor;

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(7) Prepare, file and sign the Borrower’s name or names on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral;    

(8) Endorse the name of the Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other media of payment or evidence of a security interest that may come into the Lender’s possession; 

(9) Sign the name or names of the Borrower to verifications of Accounts and notices of Accounts sent by account debtors to the Borrower; or 

(10) Take all other actions that the Lender reasonably deems to be necessary or desirable to protect the Borrower’s interest in the Accounts. 

(h) Negotiate and endorse any Document in favor of the Lender or its designees, covering Inventory which constitutes Collateral, and related documents for the purpose of carrying out the provisions of this Agreement and taking any action and executing in the name(s) of Borrower any instrument which the Lender may reasonably deem necessary or advisable to accomplish the purpose hereof. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and power to receive, endorse and collect checks and other orders for the payment of money made payable to the Borrower representing any payment or reimbursement made under, pursuant to or with respect to, the Collateral or any part thereof and to give full discharge to the same. The Borrower does hereby ratify and approve all acts of said attorney and agrees that said attorney shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except for said attorney’s own gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable until the Note is paid in full (at which time this power shall terminate in full) and the Borrower shall have performed all of its obligations under this Agreement. The Borrower further agrees to use its reasonable efforts to assist the Collateral Agent in the collection and enforcement of the Accounts and will not hinder, delay or impede the Lender in any manner in its collection and enforcement of the Accounts. 

5.Preservation and Protection of Security Interest. The Borrower represents and warrants that it has, and covenants and agrees that at all times during the term of this Agreement, it will have, good and marketable title to the Collateral now owned by it free and clear of all mortgages, pledges, liens, security interests, charges or other encumbrances, except for the Permitted Liens, and shall defend the Collateral against the claims and demands of all persons, firms and entities whomsoever. Assuming Lender has taken all required action to perfect a security interest in the Collateral as provided by the Code, the Borrower represents and warrants that as of the date of this Agreement the Lender has, and that all times in the future the Lender will have, a first priority perfected security interest in the Collateral, prior and superior to the rights of all third parties in the Collateral existing on the date of this Agreement or arising after the date of this Agreement, subject to the Permitted Liens. Except as permitted by this Agreement, the Borrower covenants and agrees that it shall not, without the prior written consent of the Lender (i) borrow against the Collateral or any portion of the Collateral from any other person, firm or entity, except for borrowings which are subordinate to the rights of the Lender, (ii) grant or create or permit to attach or exist any mortgage, pledge, lien, charge or other encumbrance, or security interest on, of or in any of the Collateral or any portion of the Collateral except those in favor of the Lender or the Permitted Liens, (iii) permit any levy or attachment to be made against the Collateral or any portion of the Collateral, except those subject to the Permitted Liens, or (iv) permit any financing statements to be on file with respect to any of the Collateral, except financing statements in favor of the Lender or those with respect to the Permitted Liens. The Borrower shall faithfully preserve and protect the Lender’s security interest in the Collateral and shall, at its own reasonable cost and expense, cause, or assist the Lender to cause that security interest to be perfected and continue perfected so long as the Note or any portion of the Note is outstanding, unpaid or executory. For purposes of the perfection of the Lender’s security interest in the Collateral in accordance with the requirements of this Agreement, the Borrower shall from time to time at the request of the Lender file or record, or cause to be filed or recorded, such instruments, documents and notices, including assignments, financing statements and continuation statements, as the Lender may reasonably deem necessary or advisable from time to time in order to perfect and continue perfected such security interest. The Borrower shall do all such other acts and things and shall execute and deliver all such other instruments and documents, including further security agreements, pledges, endorsements, assignments and notices, as the Lender in its discretion may reasonably deem necessary or advisable from time to time in order to perfect and preserve the priority of such security interest as a first lien security interest in the Collateral prior to the rights of all third persons, firms and entities, subject to the Permitted Liens and except as may be otherwise provided in this Agreement. The Borrower agrees that a carbon, photographic or other reproduction of this Agreement or a financing statement is sufficient as a financing statement and may be filed instead of the original.

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6.Insurance. Risk of loss of, damage to or destruction of the Equipment, Inventory and Fixtures is on the Borrower. The Borrower shall insure the Equipment, Inventory and Fixtures against such risks and casualties and in such amounts and with such insurance companies as is ordinarily carried by corporations or other entities engaged in the same or similar businesses and similarly situated or as otherwise reasonably required by the Lender in its sole discretion. In the event of loss of, damage to or destruction of the Equipment, Inventory or Fixtures during the term of this Agreement, the Borrower shall promptly notify Lender of such loss, damage or destruction. At the reasonable request of the Lender, the Borrower’s policies of insurance shall contain loss payable clauses in favor of the Borrower and the Lender as its interests may appear and shall contain provision for notification of the Lender thirty (30) days prior to the termination of such policy. At the request of the Lender, copies of all such policies, or certificates evidencing the same, shall be deposited with the Lender. If the Borrower fails to effect and keep in full force and effect such insurance or fail to pay the premiums when due, the Lender may (but shall not be obligated to) do so for the account of the Borrower and add the cost thereof to the Note. The Lender is irrevocably appointed attorney-in-fact of the Borrower to endorse any draft or check which may be payable to the Borrower in order to collect the proceeds of such insurance. Unless an Event of Default has occurred and is continuing, the Lender will turn over to the Borrower the proceeds of any such insurance collected by it on the condition that the Borrower apply such proceeds either (i) to the repair of damaged Equipment, Inventory or Fixtures, or (ii) to the replacement of destroyed Equipment, Inventory or Fixtures with Equipment, Inventory or Fixtures of the same or similar type and function and of at least equivalent value (in the sole judgment of the Lender), provided such replacement Equipment, Fixtures or Inventory is made subject to the security interest created by this Agreement and constitutes a first lien security interest in the Equipment, Inventory and Fixtures subject only to Permitted Liens and other security interests permitted under this Agreement, and is perfected by the filing of financing statements in the appropriate public offices and the taking of such other action as may be necessary or desirable in order to perfect and continue perfected such security interest. Any balance of insurance proceeds remaining in the possession of the Lender after payment in full of the Note shall be paid over to the Borrower or its order.

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7.Maintenance and Repair. The Borrower shall maintain the Equipment, Inventory and Fixtures, and every portion thereof, in good condition, repair and working order, reasonable wear and tear alone excepted, and shall pay and discharge all taxes, levies and other impositions assessed or levied thereon as well as the cost of repairs to or maintenance of the same. If the Borrower fails to do so, the Lender may (but shall not be obligated to) pay the cost of such repairs or maintenance and such taxes, levies or impositions for the account of the Borrower and add the amount of such payments to the Note.

8.Preservation of Rights Against Third Parties; Preservation of Collateral in Lender’s Possession. Until such time as the Lender exercises its right to effect direct collection of the Accounts and the Chattel Paper and to effect the enforcement of the Borrower’s contract rights, the Borrower assumes full responsibility for taking any and all commercially reasonable steps to preserve rights in respect of the Accounts and the Chattel Paper and all contracts against prior parties. The Lender shall be deemed to have exercised reasonable care in the custody and preservation of such of the Collateral as may come into its possession from time to time if the Lender takes such action for that purpose as the Borrower shall request in writing, provided that such requested action shall not, in the judgment of the Lender, impair the Lender’s security interest in the Collateral or its right in, or the value of, the Collateral, and provided further that the Lender receives such written request in sufficient time to permit the Lender to take the requested action.

9.Events of Default and Remedies. 

(a) If any one or more of the Events of Default shall occur or shall exist, the Collateral Agent may then or at any time thereafter, so long as such default shall continue, foreclose the lien or security interest in the Collateral in any way permitted by law, or upon fifteen (15) days prior written notice to the Borrower, sell any or all Collateral at private sale at any time or place in one or more sales, at such price or prices and upon such terms, either for cash or on credit, as the Collateral Agent, in its sole discretion, may elect, or sell any or all Collateral at public auction, either for cash or on credit, as the Collateral Agent, in its sole discretion, may elect, and at any such sale, the Collateral Agent may bid for and become the purchaser of any or all such Collateral. Pending any such action the Collateral Agent may liquidate the Collateral.

(b) If any one or more of the Events of Default shall occur or shall exist, the Collateral Agents may then, or at any time thereafter, so long as such default shall continue, grant extensions to, or adjust claims of, or make compromises or settlements with, debtors, guarantors or any other parties with respect to Collateral or any securities, guarantees or insurance applying thereon, without notice to or the consent of the Borrower, without affecting the Borrower’s liability under this Agreement or the Note. The Borrower waives notice of acceptance, of nonpayment, protest or notice of protest of any Accounts or Chattel Paper, any of its contract rights or Collateral and any other notices to which the Borrower may be entitled.

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(c) If any one or more of the Events of Default shall occur or shall exist and be continuing, then in any such event, the Collateral Agent shall have such additional rights and remedies in respect of the Collateral or any portion thereof as are provided by the Code and such other rights and remedies in respect thereof which it may have at law or in equity or under this Agreement, including without limitation the right to enter any premises where Equipment, Inventory and/or Fixtures are located and take possession and control thereof without demand or notice and without prior judicial hearing or legal proceedings, which the Borrower expressly waives.

(d) The Collateral Agent shall apply the Proceeds of any sale or liquidation of the Collateral, and, subject to Section 5, any Proceeds received by the Collateral Agent from insurance, first to the payment of the reasonable costs and expenses incurred by the Collateral Agent in connection with such sale or collection, including without limitation reasonable attorneys’ fees and legal expenses; second to the payment of the Note, pro rata, whether on account of principal or interest or otherwise as the Collateral Agent, in its sole discretion, may elect, and then to pay the balance, if any, to the Borrower or as otherwise required by law. If such Proceeds are insufficient to pay the amounts required by law, the Borrower shall be liable for any deficiency.

(e) Upon the occurrence of any Event of Default, the Borrower shall promptly upon written demand by the Collateral Agent assemble the Equipment, Inventory and Fixtures and make them available to the Lender at a place or places to be designated by the Collateral Agent The rights of the Collateral Agent under this paragraph to have the Equipment, Inventory and Fixtures assembled and made available to it is of the essence of this Agreement and the Collateral Agent may, at its election, enforce such right by an action in equity for injunctive relief or specific performance, without the requirement of a bond.

10.Defeasance. Notwithstanding anything to the contrary contained in this Agreement upon payment and performance in full of the Note, this Agreement shall terminate and be of no further force and effect and the Lender shall thereupon terminate its security interest in the Collateral. Until such time, however, this Agreement shall be binding upon and inure to the benefit of the parties, its successors and assigns, provided that, without the prior written consent of the Lender, the Borrower may not assign this Agreement or any of its rights under this Agreement or delegate any of its duties or obligations under this Agreement and any such attempted assignment or delegation shall be null and void. This Agreement is not intended and shall not be construed to obligate the Lender to take any action whatsoever with respect to the Collateral or to incur expenses or perform or discharge any obligation, duty or disability of the Borrower.

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11.The Collateral Agent.   

(a)Delegation of Duties.  The Collateral Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  The Collateral Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects with reasonable care.

(b)Liability of Collateral Agent.  None of the Collateral Agent Related Persons (as defined below) shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to the Lender for any recital, statement, representation or warranty made by any other party, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of  any other party to this Agreement or any other Loan Document to perform its obligations hereunder or thereunder.  No Collateral Agent Related Person shall be under any obligation to the Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of the Borrower or any of the Borrower’s Subsidiaries or Affiliates.  “Collateral Agent Related Persons” means the Collateral Agent and any successor agent arising hereunder, together with their respective affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such persons and affiliates.

(c)Reliance by Collateral Agent.  The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper person or persons, and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts selected by the Collateral Agent. The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Lender as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lender against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  The Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Lender and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lender.

(d)Notice of Default.  The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any default or Event of Default, except with respect to defaults in the delivery of any documents or certificates required to be delivered to the Collateral Agent hereunder for the benefit of the Lender, unless the Collateral Agent shall have received written notice from the Lender or the Borrower referring to this Agreement, describing such default or Event of Default and stating that such notice is a “notice of default”.  The Collateral Agent will notify the Lender of its receipt of any such notice.  The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Lender in accordance with this Agreement; provided, however, that unless and until the Collateral Agent has received any such request, the Collateral Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such default or Event of Default as it shall deem advisable or in the best interest of the Lender.

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(e)Indemnification of Collateral Agent.  Whether or not the transactions contemplated hereby and by the other Loan Documents are consummated, the Lender shall indemnify upon demand the Collateral Agent Related Persons (to the extent not reimbursed by or on behalf of the Borrower and without limiting the obligation of the Borrower to do so), pro rata, from and against any and all Indemnified Liabilities (as defined below); provided, however, that the Lender shall not be liable for the payment to the Collateral Agent Related Persons of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct.  Without limitation of the foregoing, the Lender shall not reimburse the Collateral Agent upon demand for its ratable share of any costs or out of pocket expenses (including fees and disbursements of legal counsel) incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Collateral Agent is not reimbursed for such expenses by or on behalf of the Borrower.  Notwithstanding the foregoing, the Lender shall not be required to pay, in total under this paragraph (e) and any similar provision in any other Loan Document, any amount in excess of the total principal amount of the Note.  The undertaking in this paragraph shall survive the payment of all obligations hereunder and the resignation or replacement of the Collateral Agent.  “Indemnified Liabilities” means all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including fees and disbursements of legal counsel) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Note and the termination, resignation or replacement of the Collateral Agent)  be imposed on, incurred by or asserted against any Collateral Agent Related Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby and thereby, or any action taken or omitted by any such Collateral Agent Related Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any bankruptcy or insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the Note or the other Loan Documents or the use of the proceeds thereof, whether or not any Collateral Agent Related Person is a party thereto.

(f)Collateral Agent in Individual Capacity.  Any Collateral Agent Related Person may engage in transactions with, make loans to, acquire equity interests in and generally engage in any kind of business with the Borrower and its affiliates, including purchasing and holding Note, as though the Collateral Agent were not the Collateral Agent hereunder and without notice to or consent of the Lender.  The Lender acknowledge that, pursuant to such activities, any Collateral Agent Related Person may receive information regarding the Borrower and its affiliates (including information that may be subject to confidentiality obligations in favor of the Borrower and its affiliates) and acknowledge that the Collateral Agent shall be under no obligation to provide such information to them.  With respect to any Note it holds, a Collateral Agent Related Person shall have the same rights and powers under this Agreement as the Lender and may exercise the same as though the Collateral Agent were not the Collateral Agent, and the term “Lender” include any such Collateral Agent Related Person in its individual capacity.

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(g)Successor Collateral Agent.  The Collateral Agent may, and at the request of the Lender shall, resign as Collateral Agent upon 30 days’ notice to the Lender.  If the Collateral Agent resigns under this Agreement, the Lender shall appoint a successor agent for the Lender, which successor agent shall be approved by the Borrower, such approval not to be unreasonably withheld.  If no successor agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint, after consulting with the Lender and the Borrower, a successor agent.  Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the term “Collateral Agent” shall mean such successor agent and the retiring Collateral Agent’s appointment, powers and duties as Collateral Agent shall be terminated. After any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the provisions of this Section 11 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement.  If no successor agent has accepted appointment as Collateral Agent by the date which is 30 days following a retiring Collateral Agent’s notice of resignation, the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Lender shall perform all of the duties of the Collateral Agent hereunder until such time, if any, as the Lender appoints a successor agent as provided for above.

12.Miscellaneous. 

(a) The provisions of this Agreement are intended to be severable. If any provision of this Agreement shall for any reason be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction.  For purposes of the Security Interest in each Note, the Recitals of this Agreement are hereby incorporated herein by reference thereto and constitute enforceable provisions of this Agreement.

(b) No failure or delay on the part of the Lender in exercising any right, remedy, power or privilege under this Agreement and the Note shall operate as a waiver thereof or of any other right, remedy, power or privilege of the Lender under this Agreement, the Note or any of the other Loan Documents; nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other right, remedy, power or privilege or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges of the Lender under this Agreement, the Note and the other Loan Documents are cumulative and not exclusive of any rights or remedies which they may otherwise have.

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(c) Unless otherwise provided herein, all demands, notices, consents, service of process, requests and other communications hereunder shall be in writing and shall be delivered in person or by overnight courier service, or mailed by certified mail, return receipt requested, addressed:

If to Borrower:

            Ardent Mines Limited

100 Wall Street, 21^st Floor

New York, New York 10005

Attn:  Urmas Turu

with a copy to:

Wuersch  & Gering LLP

100 Wall Street, 21^st Floor

New York, New York 10005

Attn:  Travis L. Gering

If to Collateral Agent:

CRG Finance AG

Bahnhofstrasse 23
6301 Zug Switzerland

Attn: Sergei Stetsenko

Any such notice shall be effective when delivered, if delivered by hand delivery, overnight courier service, or U.S. Mail return receipt requested.

(d) The section headings contained in this Agreement are for reference purposes only and shall not control or affect its construction or interpretation in any respect.

(e) Unless the context otherwise requires, all terms used in this Agreement which are defined by the Code shall have the meanings stated in the Code.

(f) The Code shall govern the settlement, perfection and the effect of attachment and perfection of the Lender’s security interest in the Collateral, and the rights, duties and obligations of the Lender and the Borrower with respect to the Collateral. This Agreement shall be deemed to be a contract under the laws of the State of New York and the execution and delivery of this Agreement and, to the extent not inconsistent with the preceding sentence, the terms and provisions of this Agreement shall be governed by and construed in accordance with the laws of that State. 

(g) This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. All of such counterparts shall be read as though one, and they shall have the same force and effect as though all the signers had signed a single page.

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IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed and delivered this Security Agreement as of the day and year set forth at the beginning of this Security Agreement. 

BORROWER:

ARDENT MINES LIMITED

By:  /s/ Urmas Turu                                                     
Name:  Urmas Turu
Title:  Chief Executive Officer

ACCEPTED BY: 

CRG FINANCE AG

By:       /s/Sergei Stetsenko                        

Name:  Sergei Stetsenko

Title: President

Address for Notices:

Bahnhofstrasse 23
6301 Zug Switzerland

15

Schedule I

1.Borrower Information:

Borrower

Ardent Mines Limited

a Nevada Corporation

Executive Offices Address:

100 Wall Street, 21^st Floor

New York, New York 10005

Chief Executive Officer: Urmas Turu

16

EX-10

Exhibit 10.21

ARDENT MINE LIMITED

Amended and Restated Senior Note

Issuance Date: March 1, 2012Principal Amount: U.S. $1,142,900

Interest Rate: 7.5% Per Annum

FOR VALUE RECEIVED, Ardent Mines Limited, a Nevada corporation (the “Company”), hereby promises to pay to the order of CRG Finance AG or registered assigns (“Holder”) the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption or otherwise, the “Principal”) upon thirty (30) days written demand for repayment, in accordance with the terms hereof; and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate set forth above (the “Interest Rate”) from the date set out above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable pursuant to the terms and conditions of this note (this “Note”).  Each of the Holder and the Company hereby acknowledges and agrees that the Principal amount due and payable upon this Note represents all prior indebtedness due and payable to the Holder as of the date hereof represented by any and all notes previously issued to the Holder as of the date hereof, together with any and all fees and reimbursable expenses accrued as of the date hereof which are due and payable to the Holder and which are incorporated into the Principal amount, which on and after the date hereof shall accrue Interest as provided herein, and all such prior notes, fees and reimbursable expenses are otherwise hereby extinguished and as fully replaced by this Note.  Certain additional capitalized terms used herein are defined in Section 17.

1.PAYMENTS OF PRINCIPAL. Upon thirty (30) days written notice, the Company shall pay to the Holder the outstanding Principal amount, together with any accrued and unpaid Interest or accrued and unpaid Late Charges on Principal and Interest.  The Company may prepay any portion of the outstanding Principal, accrued and unpaid Interest or accrued and unpaid Late Charges on Principal and Interest, if any.

2.INTEREST; INTEREST RATE. 

a.Interest on this Note shall commence accruing on the Issuance Date, shall accrue daily at the Interest Rate on the outstanding Principal amount from time to time and shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months. From and after the occurrence and during the continuance of any Event of Default, the Interest Rate shall be increased to sixteen percent (16%). In the event that such Event of Default is subsequently cured, the adjustment referred to in the preceding sentence shall cease to be effective as of the date of such cure; provided  that the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of such cure of such Event of Default. 

 

3.RIGHTS UPON EVENT OF DEFAULT. 

a.Event of Default.  Each of the following events shall constitute an “Event of Default”: 

i.The suspension from trading or failure of the Company’s common stock listed on an Eligible Market for a period of five (5) consecutive days or for more than an aggregate of ten (10) days in any 365 day period;

ii.the Company’s or any subsidiary’s failure to pay to the Holder any amount of Principal, Interest, Late Charges or other amounts when and as due under this Note (including, without limitation, the Company’s or any subsidiary’s failure to pay any redemption payments or amounts hereunder), except, in the case of a failure to pay Interest and Late Charges when and as due, in which case only if such failure remains uncured for a period of at least five (5) days;

iii.bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or against the Company or any subsidiary and, if instituted against the Company or any subsidiary by a third party, shall not be dismissed within thirty (30) days of their initiation;

iv.the commencement by the Company or any subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company or any subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts generally as they become due, the taking of corporate action by the Company or any subsidiary in furtherance of any such action or the taking of any action by any Person to commence a UCC foreclosure sale or any other similar action under federal, state or foreign law;

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v. the entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any subsidiary of a voluntary or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or (ii) a decree, order, judgment or other similar document adjudging the Company or any subsidiary as bankrupt or insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition of or in respect of the Company or any subsidiary under any applicable federal, state or foreign law or (iii) a decree, order, judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order, judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days;

vi.a final judgment or judgments for the payment of money aggregating in excess of $250,000 are rendered against the Company and/or any of its subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, that any judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $250,000 amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company or such subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance of such judgment;

vii.the Company individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace period, any payment with respect to any Indebtedness in excess of $250,000 due to any third party, other than, with respect to unsecured Indebtedness only, payments contested by the Company and/or such subsidiary (as the case may be) in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP, or otherwise be in breach or violation of any agreement for monies owed or owing in an amount in excess of $250,000, which breach or violation permits the other party thereto to declare a default or otherwise accelerate amounts due thereunder, or (ii) suffer to exist any other circumstance or event that would, with or without the passage of time or the giving of notice, result in a default or event of default under any agreement binding the Company or any subsidiary, which default or event of default would or is likely to have a material adverse effect on the business, assets, operations (including results thereof), liabilities, properties, condition (including financial condition) or prospects of the Company or any of its subsidiaries, individually or in the aggregate; or

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viii.any breach or failure in any respect by the Company to comply with any provision of Section 4 of this Note.

4.COVENANTS.  

a.Rank.   All payments due under this Note shall be senior to all other indebtedness of the Company. 

b.Incurrence of Indebtedness. So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of its subsidiaries to, directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness, other than (i) the Indebtedness evidenced by this Note and (ii) Permitted Indebtedness.

c.Existence of Liens. So long as this Note is outstanding, the Company shall not, and the Company shall not permit any of its subsidiaries to, directly or indirectly, allow or suffer to exist any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by the Company (collectively, “Liens”) other than Permitted Liens.

5.AMENDING THE TERMS OF NOTES. The prior written consent of the Holder shall be required for any change or amendment to this Note. No consideration shall be offered or paid to the Holder to amend or consent to a waiver or modification of any provision of this Note unless the same consideration is also offered to all of the holders of the Other Notes. The Holder shall be entitled, at its option, to the benefit of any amendment to any of the Other Notes.

6.TRANSFER. This Note may be offered, sold, assigned or transferred by the Holder, in whole or in part, without the consent of the Company.

7.REISSUANCE OF THIS NOTE. 

a.Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 7(d)), registered as the Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section 7(d)) to the Holder representing the outstanding Principal not being transferred.

b.Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note (in accordance with Section 7(d)) representing the outstanding Principal.

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c.Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Note or Notes (in accordance with Section 14(d) and in principal amounts of at least $10,000) representing in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

d.Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 7(a) or Section 7(c), the Principal designated by the Holder which, when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal and Interest of this Note, from the Issuance Date.

8.REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Note.  The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

9.PAYMENT OF COLLECTION, ENFORCEMENT AND OTHER COSTS.  If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.

10.SECURITY.   This Note is secured to the extent and in the manner set forth in the Security Agreement.

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11.CONSTRUCTION; HEADINGS.  This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

12.FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

13.NOTICES; PAYMENTS. 

a.Notices. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore.

b.Payments. Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, such payment shall be made in lawful money of the United States of America by a check drawn on the account of the Company and sent via overnight courier service to such Person at such address as previously provided to the Company in writing; provided that the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day and, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of Interest due on such date. Any amount of Principal or other amounts due under the Transaction Documents which is not paid when due shall result in a late charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of sixteen percent (16%) per annum from the date such amount was due until the same is paid in full (“Late Charge”). 

14.CANCELLATION.  After all Principal, accrued Interest and other amounts at any time owed on this Note have been paid in full, this Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.

15.WAIVER OF NOTICE.  To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note.

16.GOVERNING LAW.  This Note shall be construed and enforced in accor­dance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.

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17.CERTAIN DEFINITIONS.  For purposes of this Note, the following terms shall have the following meanings:

a.“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

b. “Eligible Market” means a national stock quotation system, The New York or American Stock Exchange, Inc., the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market.

c.“GAAP” means United States generally accepted accounting principles, consistently applied.

d.“Permitted Indebtedness” means (i) indebtedness of the Company outstanding on the date of issuance of this Note; (ii) equipment leases and purchase money obligations of the Company, and (iii) indebtedness of the Company pursuant to a traditional credit facility from a bank, financial institution or other institutional lender.

e.“Permitted Liens” means (i) any Lien for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, (ii) any statutory Lien arising in the ordinary course of business by operation of law with respect to a liability that is not yet due or delinquent, (iii) any Lien created by operation of law, such as materialmen’s liens, mechanics’ liens and other similar liens, arising in the ordinary course of business with respect to a liability that is not yet due or delinquent or that are being contested in good faith by appropriate proceedings, (iv) any Liens existing on the date of issuance of this Note and (v) Liens securing the Company’s obligations under the Notes.

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f.“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

[signature page follows] 

8

 

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed as of the Issuance Date set forth above.

ARDENT MINES LIMITED

By:/s/ Urams Turu

Name: Urmas Turu

Title: Chief Executive Officer

Acknowledged:

CRG FINANCE AG

By: /s/ Sergei Stetsenko

Name: Sergei Stetsenko

Title: President

9

EX-10

Exhibit 10.22

FORM OF STOCK OPTION AGREEMENT

                        THIS AGREEMENT (this “Agreement”), is effective as of the date set forth on the signature page hereof (the “Grant Date”), between Ardent Mines Limited (the “Company”), and the individual set forth on the signature page hereto(the “Participant”).

                        WHEREAS, the Company has adopted and maintains the 2012 Stock Option Plan (the “Option Plan”) to promote the interests of the Company and its stockholders by providing the Company’s key employees and others with an appropriate incentive to encourage them to continue in the employ of the Company and to improve the growth and profitability of the Company; and

                        WHEREAS, the Option Plan provides for the grant to Participants in the Option Plan of Incentive Stock Options to purchase shares of Common Stock of the Company;

                        NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

1.Grant of Option.  Pursuant to, and subject to, the terms and conditions set forth herein and in the Option Plan, the Company hereby grants to the Participant Incentive Stock Options (collectively, the “Options”) to purchase such number of shares (each a “Share” and collectively the “Shares”) of the Common Stock of the Company as are set forth on the signature page hereof: 

2.Incorporation of Option Plan.  Except as otherwise provided herein, all terms, conditions, restrictions of the Option Plan are incorporated herein and made parte hereof as if stated herein.  Notwithstanding anything to the contrary in the Option Plan, if there is any conflict between the terms and conditions of the Option Plan and this Agreement, the terms and conditions of this Agreement, as interpreted by the Committee, shall govern.  Unless otherwise indicated herein, all capitalized terms used herein shall have the meanings given to such terms in the Option Plan.

3.Exercise Price. The exercise price of each share underlying the Options is as set forth on the signature page hereof (the “Exercise Price”). 

4.Vesting and Exercise of Option. The Option shall vest and become exercisable according to the schedule set forth on the signature page hereof.

5.Duration of Option. Subject to the provisions of the Option Plan and this Agreement, with respect to the Options (or any portions thereof) which have not become exercisable, the Options shall expire on the date the Participant is no longer in good standing with the Company, including Termination of Employment for any reason, and with respect to the Options (or any portion thereof) which have become exercisable, the Options shall expire on the first of the following events: (i) the expiration date set forth on the signature page hereof (the “Expiration Date”); (ii) the expiration of three (3) months following the date of the

_________________________________________________________________________________________________________________STOCK OPTION AGREEMENT

Participant’s termination of employment with the Company, other than as a result of death or Disability; or (iii) the expiration of six (6) months following (A) the date of death of the Participant or (B) cessation of an Participant’s employment by reason of Disability (as defined in the Option Plan). If the Participant’s employment or contractual relationship is terminated by death, any Option held by the Participant shall be exercisable only by the person or persons to whom such Participant’s rights under such Option shall pass by the Participant’s will or by the laws of descent and distribution of the state or country of the Participant’s domicile at the time of death.  Nothing in this Agreement shall be interpreted or construed to confer upon the Participant any right with respect to continuance of employment arrangements with the Company, nor shall this Agreement interfere in any way with the right of the Company to terminate the Participant’s employment services at any time.

6.Delay or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing.

7.Manner of Exercise and Payment. 

                        7.1       Subject to the terms and conditions of this Agreement and the Option Plan the Option may be exercised by delivery of written notice to the Company in the form attached hereto, at its principal executive office.  Such notice shall state that the Participant is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option.  If requested by the Company, such person or persons shall (i) deliver this Agreement to an Officer of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option.

                        7.2   The notice of exercise described in Section 7.1 above shall be accompanied by payment of the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or any other form as the Company may require from time to time.

                        7.3   Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Section 7.2 relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to this Agreement and the Option Plan, take such action as may be necessary to effect the transfer to the Participant of the number of Shares as to which such exercise was effective.

                        7.4   The Participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Participant shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Participant, and (iii) the Participant's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Participant shall have full voting and other ownership rights with respect to such Shares during the period of ownership thereof.

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_________________________________________________________________________________________________________________STOCK OPTION AGREEMENT

                        7.5   In lieu of payment upon exercise of the Option as set forth above in this Section 7, the Participant may alternatively surrender to the Company for cancellation a portion of this Option representing that number of unissued Shares underlying this Option which is equal to the quotient obtained by dividing (A) the product obtained by multiplying the purchase price by the number of Shares of stock being purchased underlying the Option upon such exercise, by (B) the difference obtained by subtracting the purchase price from the closing price of the Company's common stock on the date immediately preceding such date of such exercise (“Cashless Exercise”).

8.Notices.   All notices, demands, instructions and other communications required or permitted to be given to or made upon either party hereto or any other person shall be in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or by a reputable courier delivery service, or by telegram (with messenger delivery), or by telecopy (confirmed by mail), and shall be deemed to be given for purposes of this Agreement on the day that such writing is delivered or sent to the intended recipient thereof in accordance with the provisions of this Section. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto, in the case of the Participant to the address of record on file with the Company; and in the case of the Company, to the principal executive office of the Company addressed to the Corporate Secretary.

9.Non-Transferability.    The Option shall not be transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the U.S. Internal Revenue Code.  During the lifetime of the Participant, the Option shall be exercisable only by the Participant, except in the case of an Option transferred pursuant to a qualified domestic relations order. 

10.Securities Act Restrictions; Sales of Shares.  The Participant acknowledges that neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved the Option nor any Shares issuable upon exercise thereof, nor passed upon or endorsed the merits of this Option or the Shares; the Participant further understands and agrees that neither the Option nor the Shares have been registered (i) with the SEC under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) with any state securities commission.  The Participant understands that neither the Option nor the Shares may be offered, sold, transferred or otherwise disposed of in the U.S., its territories or possessions, or to persons known to be residents of the U.S. or to a U.S. person within the meaning of the Securities Act and the rules promulgated thereunder; provided that the Shares may be so sold after the earlier to occur of the effectiveness of a registration statement registering the Shares under the Securities Act or the expiration of the restricted period under Rule 144 promulgated under the Securities Act and thereafter only if the Shares are registered under the Securities Act or an exemption from the registration requirements under the Securities Act is available.  The Participant acknowledges that the Company has no obligation to cause the registration of this Option or the Shares under the Securities Act. 

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_________________________________________________________________________________________________________________STOCK OPTION AGREEMENT

11.Adjustments.   In the event of a change applicable to the entire class of shares of Common Stock, such as a stock split, stock dividend, or similar action with respect to all issued and outstanding shares of Company Common Stock, the Administrator shall make corresponding adjustments to the number of Shares subject to this Option and the purchase price for such Shares.  For purposes of clarity, however, no adjustments shall be made with respect to issuances of Common Stock by the Company or any instruments exercisable or convertible into shares of Common Stock.

12.Withholding of Taxes; Stock Option Treatment.   The Company shall have the right to deduct from any distribution of cash to the Participant an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the “Withholding Taxes”) with respect to the Option.  If the Participant is entitled to receive Shares upon exercise of the Option, the Participant shall pay the Withholding Taxes to the Company in cash prior to the issuance of such Shares.  In satisfaction of the Withholding Taxes, the Participant may make a written election, which may be accepted or rejected in the discretion of the Company, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option, having an aggregate Fair Market Value, on the date preceding the date of such issuance, equal to the Withholding Taxes. The Participant hereby acknowledges that they are aware of, and responsible for, any tax consequences or effects caused by the aforementioned withholding of Shares.

13.No Assignment.   Except as otherwise provided herein, the rights of the Participant hereunder may not be assigned or otherwise transferred to any other party.

14.Modification of Agreement.   This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

15.Severability.   Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

16.Successors in Interest.   All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Participant's heirs, executors, administrators, successors and (subject to Section 11 above) assigns of the parties hereto.

- 4 -

_________________________________________________________________________________________________________________STOCK OPTION AGREEMENT

17.Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

18.Entire Agreement.  This Agreement constitutes the entire agreement, and supersedes all prior agreements, of the parties hereto relating to the subject matter hereof, and there are no written or oral terms or representations made by either party hereto other than those contained herein.  This Agreement cannot be modified, altered or amended except by a writing signed by all the parties hereto.  No waiver by either party hereto of any provision or condition of this Agreement at any time shall be deemed a waiver of such provision or condition at any prior or subsequent time or of any other provision or condition at the same or any prior or subsequent time.

19.Governing Law; Arbitration. 

(a)        This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Nevada without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada.

(b)        All disputes and controversies arising out of or relating to this Agreement shall be finally settled and binding under the Rules of the American Arbitration Association (“AAA”).  The place of arbitration shall be New York.  The Arbitration shall be conducted in English by a single arbitrator appointed in accordance with the AAA rules.  Any award, verdict or settlement issued under such arbitration may be entered by any party for order of enforcement by any court of competent jurisdiction.  The arbitrator shall have no power to take interim measures he or she deems necessary, including injunctive relief and measures for the protection or conservation of property.  Any award rendered shall be final and conclusive upon the parties and adjudgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction.  The fees and expenses of the Arbitrator and the respective fees and expenses of the parties hereto in connection with any such arbitration (including, without limitation, reasonable fees and expenses of legal counsel and consultants) shall be paid by the party against whom a decision by the Arbitrator is rendered.

[Signature Page Follows]

- 5 -

_________________________________________________________________________________________________________________STOCK OPTION AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of ___________, 2012, with the understanding that this Agreement shall constitute a legal, valid, binding and enforceable obligation of the Company and the Participant, respectively.

                                                                                                  ARDENT MINES LIMITED

                                                                                                  By:     

                                                                                                             Name:                                                 

                                                                                                             Title:   

                                                                                                   PARTICIPANT

Option Grant:

Exercise Price:

Vesting Schedule:

Expiration Date:

- 6 -

ARDENT MINES LIMITED

STOCK OPTION AGREEMENT

Notice of Exercise

Participant

Number of Shares purchased pursuant

to Exercise of Option

Exercise Date

Exercise Price per Share

Aggregate Purchase Price

Form of Payment

By this exercise, the Participant agrees to (i) promptly provide such additional documents as the Company may reasonably require and (ii) provide for the payment to the Company (in the manner designated by the Company) of tax withholding obligations, if any, relating to the exercise of this Option.

Participant: _________________________ 

Accepted:

ARDENT MINES LIMITED

By:

            Name:

            Title:                            _______                                             

EX-31

Exhibit 31.1

OFFICER'S CERTIFICATION PURSUANT TO SECTION 302

I, Urmas Turu, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Ardent Mines Limited;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

May 21, 2012

By:	/s/ Urmas Turu
	Name:    Urmas Turu
	Title:      Principal Executive Officer and Principal Financial Officer

EX-32

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Ardent Mines Limited on Form 10-Q for the quarter ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Urmas Turu, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:

(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 21, 2012

By:	/s/ Urmas Turu
	Name:    Urmas Turu
	Title:      Principal Executive Officer and Principal Financial Officer

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NOTE 4 - LOANS

9 Months Ended

Mar. 31, 2012

Debt Disclosure [Text Block]

NOTE 4 – LOANS

On March 1, 2012, the Company issued an Amended and Restated Senior Secured Note to CRG Finance AG in the amount of $1,142,900.  The Amended and Restated Note consolidates (i) the outstanding loan with CRG Finance with a principal amount of $750,000, accrued interest payable to CRG Finance AG of $56,250; (ii) the additional advances and loans to the Company of $186,650; and (iii) all advisory fees due and payable to CRG Finance of $150,000. The note is secured by the assets of the Company, bears interest at 7.5% per annum and matures upon 30 days of demand. 

On March 2, 2012, the Company borrowed $30,000 from CRG Finance AG. The note is secured by the assets of the Company, bears interest at 7.5% per annum and matures 30 days after demand. 

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NOTE 3 - ACQUISITION OF MINING RIGHTS

9 Months Ended

Mar. 31, 2012

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

NOTE 3 – ACQUISITION OF MINING RIGHTS

On May 4, 2011, Ardent Mines acquired Gold Hills Mining Ltda. which owns certain mining rights in Brazil. The aggregate purchase price paid was $400,000 which was recorded as capitalized mining rights in the balance sheet as of March 31, 2012. $250,000 of this purchase price was paid prior to June 30, 2011 and the remaining $150,000 was paid during the nine months ended March 31, 2012.

Under the terms of the acquisition, additional amounts will be paid pursuant to the results of reserves testing performed on the mining properties. Should the reserves testing confirm the existence of gold, silver and byproduct reserves of less than 300,000 equivalent gold ounces; Ardent Mines will not be required to make an additional payment. Should the reserves testing confirm the existence of gold, silver and byproduct reserves between 300,000 and 499,999 equivalent gold ounces; Ardent Mines will be required to pay an additional $400,000 payable within 30 days after completion of a pre-feasibility study. Should the reserves testing confirm the existence of gold, silver and byproduct reserves in excess of 499,999 equivalent gold ounces; Ardent Mines will be required to pay an additional $1,000,000, payable within 30 days after completion of a pre-feasibility study, and $2.00 per additional ounce in excess of 500,000 equivalent gold ounces.

In addition to the amounts to be paid based upon the reserves testing, Ardent Mines will also be required to pay an additional $700,000 within 30 days from the date that Ardent Mines obtains an environmental installation license. Once Ardent Mines begins extracting gold, silver or byproduct from the properties, Ardent Mines will be required to pay a monthly royalty equal to 2% of the net income from the sale of the mineral product. Ardent Mines will also be required to invest at least $3,500,000 in Gold Hills Mining Ltda. upon the development of an extensive extraction program.

On October 18, 2011, Ardent Mines closed on its acquisition of the mineral rights in a highly mineralized area of 9,000 acres located in the Carajas Mineral Province of Brazil with an option exercise payment of $350,000 made to the Cooperativa dos Produtores de Minerios de Curionópolis (“COOPEMIC”). During the nine months ended March 31, 2012, aggregate payments (including the option exercise payment) of $468,095 were made towards this acquisition. The payments are classified on the balance sheet as mining rights as of March 31, 2012.

In addition to the option exercise payment made to COOPEMIC, Ardent Mines has undertaken certain exploration commitments to COOPEMIC. Ardent Mines has also agreed to make subsequent payments to COOPEMIC on the basis of the exploration report and the extent of the extraction of gold, silver, copper and their respective by-products. If Ardent Mines determines it is advisable to continue exploration, Ardent Mines shall pay to COOPEMIC $250,000 after six months of exploration and an additional $150,000 after twelve months of exploration. If Ardent Mines’ exploration activities confirm the existence of gold, silver or cooper and their respective by-products in excess of 400,000 gold equivalent ounces, Ardent Mines shall pay to COOPEMIC 30% of $24 per gold equivalent ounce contained in the mineral reserves in three tranches: (i) one-third shall be paid when the Brazilian National Department of Mineral Production shall approve the final mineral exploration report; (ii) one-third shall be paid upon commencement of the extraction of gold, silver, copper and their respective by-products, contained in the areas covered by the mining rights; and (iii) one-third shall be paid within six months from the date of commencement of the extraction of gold, silver and copper and their respective by-products, contained in the areas covered by the mining rights.

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Ardent Mines Limited - Consolidated Balance Sheets (USD $)	Mar. 31, 2012	Jun. 30, 2011
Current Assets
Cash	$ 3,880	$ 885,978
Prepaid expenses	14,167
Total Current Assets	18,047	885,978
Property and equipment, net of accumulated depreciation	6,746	3,641
Mining rights	868,095	250,000
TOTAL ASSETS	892,888	1,139,619
Current Liabilities
Accounts payable	358,634	108,904
Accrued liabilities	162,463	94,941
Notes payable	1,172,900	750,000
Related party advances	8,264
Derivative liability	131,781
Total Current Liabilities	1,834,042	953,845
TOTAL LIABILITIES	1,834,042	953,845
Stockholders’ Equity (Deficit)
Common Stock, $0.00001 par value, 100,000,000 shares authorized 16,623,391 and 16,013,650 issue and outstanding, respectively	167	160
Additional paid-in capital	10,757,933	6,792,917
Deficit accumulated during the exploration stage	(11,850,358)	(6,607,303)
Accumulated other comprehensive income	151,104
Total Stockholders’ Equity (Deficit)	(941,154)	185,774
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$ 892,888	$ 1,139,619

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NOTE 1 - BASIS OF PRESENTATION

9 Months Ended

Mar. 31, 2012

Basis of Presentation and Significant Accounting Policies [Text Block]

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Ardent Mines Limited (“Ardent Mines”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in Ardent Mines' Annual Report filed with the SEC on Form 10−K for the fiscal year ended June 30, 2011. In the opinion of management, all adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for the fiscal year ended June 30, 2011 as reported in the Form 10−K have been omitted.

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NOTE 2 - GOING CONCERN

9 Months Ended

Mar. 31, 2012

Going Concern Note

NOTE 2 - GOING CONCERN

Ardent Mines has incurred net losses since inception and has a negative working capital at March 31, 2012. The ability of Ardent Mines to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or attain profitable mining operations. Management has plans to seek additional capital through a private placement and public offering of its common stock. There is no guarantee that Ardent Mines will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Ardent Mines' ability to continue as a going concern.

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Ardent Mines Limited - Consolidated Balance Sheets (Parentheticals) (USD $)	Mar. 31, 2012	Jun. 30, 2011
Preferred stock par value (in Dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock par value (in Dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	100,000,000	100,000,000
Common Stock, issued	16,273,391	16,013,650
Common Stock, outstanding	16,273,391	16,013,650

XML

Document And Entity Information	9 Months Ended
	Mar. 31, 2012	May 21, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	ARDENT MINES LTD,
Document Type	10-Q
Current Fiscal Year End Date	--06-30
Entity Common Stock, Shares Outstanding		16,623,391
Amendment Flag	false
Entity Central Index Key	0001129018
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

XML

Ardent Mines Limited - Consolidated Statement of Expenses (USD $)	3 Months Ended		9 Months Ended		140 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
Consulting fees	$ 28,380	$ 4,000	$ 108,484	$ 10,500	$ 3,035,155
Executive and director compensation	380,164	84,545	4,010,049	305,545	6,402,324
Investment banking services	105,000	75,000	225,000	275,000	483,560
Other general and administrative	38,741	17,394	467,394	33,143	562,224
Legal and accounting	181,881	76,116	642,279	169,607	1,258,926
Marketing		75,660	5,068	75,660	91,148
Mining exploration				10,000	24,588
Travel		43,208	234,640	101,835	454,109
Total operating expenses	734,166	375,923	5,692,914	981,290	12,312,034
Interest expense	(16,698)	(8,812)	(45,093)	(12,250)	(71,324)
Other income (expense)	(7)		637		868
Interest income			267		370
Gain on derivatives	(95,306)		494,048		494,048
Debt forgiveness					37,714
Total other income (expense)	(112,011)	(8,812)	449,859	(12,250)	461,676
NET LOSS	(846,177)	(384,735)	(5,243,055)	(993,540)	(11,850,358)
Gain (loss) on foreign currency translation	5,501		151,104		151,104
Comprehensive loss	$ (840,676)	$ (384,735)	$ (5,091,951)	$ (993,540)	$ (11,699,254)
Net loss per share – basic and diluted (in Dollars per share)	$ (0.05)	$ (0.03)	$ (0.32)	$ (0.07)
Weighted average shares outstanding - basic and diluted (in Shares)	16,623,391	14,257,650	16,379,341	14,257,650

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NOTE 7 - SUBSEQUENT EVENTS

9 Months Ended

Mar. 31, 2012

Subsequent Events [Text Block]

NOTE 7 – SUBSEQUENT EVENTS

On April 3, 2012, the Company borrowed $250,000 from Tumlins Trade Inc. The loan is unsecured, bears interest at 7.5% per annum and matures April 4, 2013.

On April 3, 2012, the Company borrowed $50,000 from CRG Finance AG. The note is secured by the assets of the Company, bears interest at 7.5% per annum and matures upon 30 days of demand.

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NOTE 6 - STOCKHOLDERS' EQUITY

9 Months Ended

Mar. 31, 2012

Stockholders' Equity Note Disclosure [Text Block]

NOTE 6 – STOCKHOLDERS’ EQUITY

Common Stock

A chronological history of Ardent Mines' stock transactions is as follows:

July 27, 2000 - Ardent Mines incorporated in Nevada. Ardent Mines is authorized to issue 100,000,000 shares of its $0.00001 par value common stock.

August 1, 2000 - Ardent Mines issued 5,000,000 shares of common stock to each of Ardent Mines' President and Secretary and Treasurer for services rendered. This is accounted for as compensation expense of $273,048 and advances and reimbursement expense of $1,952.

During the year ended June 30, 2004, Ardent Mines sold 1,014,450 shares of common stock at $0.10 per share for cash proceeds of $101,445.

During the year ended June 30, 2008, Ardent Mines sold 8,243,200 shares of common stock for cash proceeds of $82,432.

On May 11, 2010, Ardent Mines sold 700,000 common shares at $0.01 per share or $7,000.

During the year ended June 30, 2011, Ardent Mines issued 500,000 shares for services pursuant to an introduction agreement valued at $2,300,000.

During the year ended June 30, 2011, Ardent Mines sold an aggregate of 556,000 common shares for cash proceeds of $2,028,180, net of cash commissions paid of $112,420.

On April 27, 2011, Darby Investments Services Inc. purchased 156,000 common shares pursuant to Regulation S at a purchase price of $3.85 per share or $600,600 total. In addition to the cash commissions, Ardent Mines also granted 41,600 common stock warrants as additional commissions. The warrants have a fair value of $142,375 (see Common Stock Warrants  section below).

During the nine months ended March 31, 2012, Ardent Mines sold an aggregate of 259,741 common shares and 259,741 common stock warrants for aggregate cash proceed of $901,503, net of stock issuance costs of $98,500. In addition to the cash commissions, Ardent Mines also granted 18,182 common stock warrants as additional commissions. The commission warrants have a fair value of $40,945. See Common Stock Warrants  section below for details of the warrants.

During November 2011, Ardent Mines issued 350,000 common shares to its former President, Leonardo Riera, pursuant to a separation agreement. The shares were valued at $700,000 and expensed during the nine months ended March 31, 2012.

Common Stock Options

On February 4, 2011, the Company granted Leonardo Riera options to purchase 50,000 common shares at $0.01 per share which options vest immediately and have a term of 5 years. The options were granted in lieu of the 50,000 shares he was entitled to receive pursuant to his employment agreement dated September 27, 2010. The 50,000 common shares he was originally granted were fair valued and expensed at $84,500 during September 2010. On the date of the modification of the award, the fair value of the options granted was determined to be $229,066 and the fair value of the shares originally granted was determined to be $229,500. The fair value of the modified award on February 4, 2011 decreased; accordingly, there was no additional expense recorded. The fair value of the options was determined using the Black-Scholes Option Pricing Model. The significant assumptions used in the model include (1) discount rate of 1.25%, (2) expected life of 2.5 years (3) expected volatility of 169.52% and (4) zero expected dividends.

On May 12, 2011, the Company granted its Board members an aggregate of 1,300,000 stock options exercisable at $0.01 per share. The options vest 25% upon grant and an additional 25% vests each six months from the date of the grant. The fair value of the options was determined to be $5,368,121 using the Black-Scholes Option Pricing Model. The significant assumptions used in the model include (1) discount rate of 0.98%, (2) expected terms between 2.5 and 3.25 years (3) expected volatilities between 165.66% and 198.46% and (4) zero expected dividends. The fair value is being expensed over the vesting period of the options. During the nine months ended March 31, 2012, $2,916,290 was expensed. A total of $430,583 will be expensed over the remaining vesting period.

On November 22, 2011, Leonardo Riera, the Company’s Chief Executive Officer resigned. In accordance with his separation agreement, all of his unvested options became vested on that date and expired on February 22, 2012. As a result of the accelerated vesting, a total of $509,816 of additional option expense was recorded during the nine months ended March 31, 2012. This amount is included in the total options expense above of $2,916,290.

On January 5, 2012, Luis Feliu, the Company’s Chief Financial Officer resigned. As a result of his resignation, he forfeited 25,000 unvested options and his 25,000 vested options expired on April 5, 2012.

On February 24, 2012, the Company granted its Board members an aggregate of 1,300,000 stock options exercisable at $0.13 per share. The options vest 25% upon grant and an additional 25% vests each six months from the date of the grant. The fair value of the options was determined to be $218,045 using the Black-Scholes Option Pricing Model. The significant assumptions used in the model include (1) discount rate of 0.43%, (2) expected terms between 2.5 and 3.25 years (3) expected volatilities of 187.95% and (4) zero expected dividends. The fair value is being expensed over the vesting period of the options. During the nine months ended March 31, 2012, $73,059 was expensed. A total of $144,986 will be expensed over the remaining vesting period.

A summary of option activity for the nine months ended March 31, 2012 is reflected below:

	Options	Weighted- Average Exercise Price
Outstanding at June 30, 2011	1,350,000	$	4.57
Granted	1,300,000	0.13
Canceled	-	-
Forfeited	550,000	4.32
Outstanding at March 31, 2012	2,100,000	$	1.89
Exercisable at March 31, 2012	725,000	$	2.68

At March 31, 2012, the range of exercise prices and the weighted average remaining contractual life of the options outstanding were $0.13 to $4.75 and 4.51 years, respectively. The intrinsic value of the exercisable options outstanding at March 31, 2012 was $208,000.

Common Stock Warrants

On May 30, 2011, the Company granted 41,600 common stock warrants as a commission for the sale of common stock. The warrants are exercisable at $3.85 per share, vest immediately and have a term of 1 year. The fair value of the warrants was determined to be $142,375 using the Black-Scholes Option Pricing Model. The significant assumptions used in the model include (1) discount rate of 0.18%, (2) expected term of 1 year (3) expected volatility of 148.57% and (4) zero expected dividends. The fair value was recorded against additional paid-in capital as stock issuance costs.

On September 7, 2011, the Company sold 259,741 common stock warrants for cash (see Common Stock section above) and issued 18,182 common stock warrants for commissions on the sale. The warrants are exercisable at $4.15 per share, vest immediately and expire on September 7, 2016. The aggregate fair value of these warrants was determined to be $625,829 using a lattice model (see Note 5). The warrants were accounted for as derivative liabilities.

A summary of warrant activity for the year ended March 31, 2012 is reflected below:

	Warrants	Weighted- Average Exercise Price
Outstanding at June 30, 2011	51,600	$	3.85
Granted	277,923	4.15
Canceled	-	-
Forfeited	-	-
Outstanding at March 31, 2012	329,523	$	4.10
Exercisable at March 31, 2012	329,523	$	4.10

At March 31, 2012, the range of exercise prices and the weighted average remaining contractual life of the warrants outstanding were $3.85 to $4.15 and 3.78 years, respectively. The intrinsic value of the warrants exercisable at March 31, 2012 was $0.

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Ardent Mines Limited - Consolidated Cash Flows Statements (USD $)	9 Months Ended		140 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (5,243,055)	$ (993,540)	$ (11,850,358)
Debt forgiveness			(37,714)
Gain on derivative liabilities	(494,048)		(494,048)
Options expense	2,989,349		4,987,079
Imputed interest on related party payable		12,250	1,290
Stock issued for services	700,000	84,500	3,275,000
Change in:
Other assets		(100,000)
Prepaid expenses	(14,167)		(14,167)
Accounts payable accrued liabilities	523,502	373,052	748,932
NET CASH USED IN OPERATING ACTIVITIES	(1,538,419)	(623,738)	(3,383,986)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for acquisition of property and equipment	(3,105)	(2,370)	(6,746)
Cash paid for acquisition of mining rights	(618,095)		(868,095)
NET CASH USED IN INVESTING ACTIVITIES	(621,200)	(2,370)	(874,841)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock, net of issuance costs	901,503		3,120,560
Advances from related party	8,264	5,064	24,393
Proceeds from notes payable	216,650	620,000	966,650
NET CASH PROVIDED BY FINANCING ACTIVITIES	1,126,417	625,064	4,111,603
EFFECTS OF FOREIGN EXCHANGE ON CASH	151,104		151,104
NET CHANGE IN CASH	(882,098)	(1,044)	3,880
CASH AT BEGINNING OF PERIOD	885,978	4,736
CASH AT END OF PERIOD	3,880	3,692	3,880
Derivative liabilities	625,829		625,829
Payables and accrued interest converted to debt	$ 206,250		$ 206,250

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NOTE 5 - DERIVATIVES

9 Months Ended

Mar. 31, 2012

Derivative Instruments and Hedging Activities Disclosure [Text Block]

NOTE 5 – DERIVATIVES

As of March 31, 2012, Ardent Mines has an aggregate of 277,923 outstanding warrants containing exercise price reset provisions which requires derivative treatment under FASB ASC 815-15. The warrants were originally issued on September 7, 2011.

The fair value of these liabilities as of September 7, 2011 and March 31, 2012 totaled $625,829 and $131,781, respectively and was calculated using a lattice model. The net change in the fair value of these derivative liabilities during the nine months ended March 31, 2012 resulted in a gain on the change in the fair value of derivatives of $494,048.

Fair Value Measurement

Ardent Mine’s values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Ardent utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. Ardent classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy defined by ASC 820 are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. Ardent Mine’s uses Level 3 to value its derivative instruments.

The following table sets forth by level with the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on March 31, 2012.

	Level 1	Level 2	Level 3	Total
Assets
None	$           -	$          -	$                -	$                -
Liabilities
Derivative warrants	$           -	$          -	$     131,781	$    131,781

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments measured at fair value on a recurring basis using significant unobservable inputs:

	Warrants
Fair value at June 30, 2011	$                         -
Fair value of warrants issued	625,829
Change in fair value of derivative liabilities	(494,048)
Fair value at March 31, 2012	$             131,781