Unassociated Document
Prospectus
Supplement No. 2
Filed
Pursuant to Rule 424(b)(3)
Filed
December 10, 2010
Registration
Statement No. 333-168033
PROSPECTUS
SUPPLEMENT NO. 2
ARDENT
MINES LIMITED
This
Prospectus Supplement No. 2 to the Prospectus declared effective by the
Commission on July 20, 2010 is being filed to disclose the following matters
regarding Ardent Mines Limited (the “Company”):
The
Company also files herewith the following materials which the Company has filed
with the Commission since the filing of the Prospectus on July 20,
2010:
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1.
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The
Company’s Report on Form 8-K, filed with the Commission on December 2,
2010.
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2.
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The
Company’s Report on Form 8-K, filed with the Commission on December 10,
2010.
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The first
date on which this Prospectus Supplement will be used is December 10,
2010.
The
date of this Prospectus Supplement No. 2 is December 10, 2010.
Prospectus
Supplement No. 2 is dated December 10, 2010
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Report
on Form 8-K, filed with the Commission on December 2,
2010
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Report
on Form 8-K, filed with the Commission on December 10,
2010
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF EARLIEST EVENT REPORTED – DECEMBER 2, 2010
ARDENT MINES
LIMITED
(Exact
name of Registrant as specified in its charter)
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NEVADA
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000-50994
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88-0471870
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
|
File
Number)
|
Identification
Number)
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100
Wall Street, 21st
Floor
New York, NY
10005
(Address
of principal executive offices)
561-989-3200
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
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Written communications pursuant
to Rule 425 under the Securities
Act
|
|
o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange
Act
|
|
o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange
Act
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|
o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Appointment
of James Ladner to the Board of Directors of Ardent Mines Limited
Mr. James
Ladner has been appointed as a member of the Board of Directors of Ardent Mines
Limited (the “Company”), to commence his services as of December 2, 2010.
Mr.
Ladner has served as a self-employed financial consultant in Kilchberg (Zurich),
Switzerland since 1992, and presently serves as a professional company director.
He is a director and a member of the audit committees of Oracle Energy Corp.
(since 2007), Colt Resources Inc. (since 2010) and Royal Coal Corp. (since
2010).
From
1992-2002, he was a co-founder and managing director of RP&C International,
where he was involved in the syndication and sale of dollar convertible bonds,
shares and warrants of North American companies in Europe. He served as the
non-executive chairman of Bank Austria (Switzerland) Ltd. from 1992-2001.
Previously he was an Executive Vice President of Coutts Bank (Switzerland) Ltd.
– now RBS Coutts Bank, where he was employed from 1964 -1992.
As a
professional company director he has served on the boards of several other
companies, funds and banks in Switzerland, including the Royal Bank of Scotland
AG, Interallianz Bank AG, Asahi Bank AG, F. Van Lanschot Bankiers (Switzerland)
Ltd., Atlantic Finanz AG, Immofonds, Verit Immobilien, Ahold Finance group. He
has also served on boards outside Switzerland, including Energy Capital
Investment Co. plc, Equator Exploration Ltd., StrataGold Corporation, Pan
Pacific Aggregates plc, Nevoro Inc. and Coastport Capital Inc.
He was a
member of the Swiss Admissions Commission for listing on Swiss Stock Exchanges
and a member of the Swiss Capital Market Commission of the Swiss National Bank
from 1990-1992.
Mr.
Ladner is a graduate of the University of St. Gallen in
Switzerland.
The
Company and Mr. Ladner have agreed that his compensation shall initially be five
thousand U.S. Dollars ($5,000) per month. Two thousand five hundred U.S. Dollars
($2,500) of this amount shall be payable incrementally on a monthly basis and
pro-rated for any partial month of service, less any applicable statutory and
regulatory deductions, which shall be payable in accordance with the Company’s
regular payroll practices, as the same may be modified from time to time. The
remainder of this compensation shall accrue until such time as the Company shall
have received capital investments in the amount of ten million U.S. Dollars
($10,000,000), at which time all accrued and unpaid amounts shall be due and
payable. The Company and Mr. Ladner have agreed that an option grant from the
Company to Mr. Ladner shall be set at a future date.
Mr.
Ladner will serve on Audit Committee of the Company’s Board of Directors. The
Company’s Board of Directors has determined that Mr. Lander is an independent
director. The Company has adopted the standards for director independence
contained in the Nasdaq Marketplaces Rule 5605(a)(2).
#
#
#
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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ARDENT
MINES LIMITED
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By:
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/s/ Leonardo Alberto
Riera
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Name: Leonardo
Alberto Riera
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Title: President
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Date: December
2, 2010
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF EARLIEST EVENT REPORTED – DECEMBER 9, 2010
ARDENT MINES
LIMITED
(Exact
name of Registrant as specified in its charter)
|
NEVADA
|
000-50994
|
88-0471870
|
|
(State
or other jurisdiction of
|
(Commission
|
(IRS
Employer
|
|
incorporation)
|
File
Number)
|
Identification
Number)
|
100
Wall Street, 21st
Floor
New York, NY
10005
(Address
of principal executive offices)
561-989-3200
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
|
|
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Entry into a Material Definitive
Agreement.
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On December 9, 2010, Ardent Mines
Limited (the “Company”) entered into a Technical
Advisory Services Agreement with Ad Hoc Associated Advisors Inc. (the
“Agreement”). The Agreement is described in greater detail in Item
5.02 of this Report, which is incorporated herein by reference
thereto.
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Item 5.02.
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Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
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Appointment of Luciano de Freitas
Borges to the Board of Directors
of Ardent Mines Limited
Mr. Luciano de Freitas
Borges has been appointed as a
member of the Board of Directors of the Company, to commence his services as of
December 9, 2010.
Mr.
Borges spent over 28 years working in Brazil’s mining industry, in both
government and the private sector. His positions have included
serving as the National Secretary of Mines and Metallurgy in Brazil’s Ministry
of Mines and Energy from 1993-2001, and serving as Senior Advisor to the
Ministry & Strategic Planning Executive Officer to the Brazilian Geological
Survey since 2002. From 2007 to 2008 he was Chief Executive Officer
of Steel Mineracao do Brasil S.A., and since 2006 he has served as the Senior
Partner and Chief Executive Officer of Ad Hoc Associated Advisors Inc., a
consulting company. His current activities include serving on the
Boards of Directors of Amerix Precious Metals Corporation and Ouro Roxo
Participacoes S.A., each of which are developing gold projects in
Brazil.
Mr. Borges studied geology at the
University of Brasilis, and received both a masters degree in
that field and a MBA in Mineral Economics and Mineral Projects Valuation.
The Company and Mr. Borges have agreed that his compensation shall
initially be five thousand U.S. Dollars ($5,000) per
month. Two thousand five hundred U.S. Dollars ($2,500) of this
amount shall be paid on a monthly basis and the remainder of this compensation
shall accrue until such time as the Company shall have received capital
investments in the amount of ten million U.S. Dollars ($10,000,000), at which
time all accrued and unpaid amounts shall be paid. In addition, Mr.
Borges shall be eligible to receive a future grant of options to purchase
200,000 shares of the Company’s common stock.
Technical
Advisory Services Agreement between the Company and Ad Hoc Associated Advisors
Inc.
In addition to Mr. Borges’ service as a Member of the Board,
he shall provide consulting services to the
Company through Ad Hoc Associated Advisors Inc. (the “Technical
Advisor”), a Company of which he is the Chief Executive Officer. Such consulting services
shall relate to the Company’s mining activities, and shall
be governed by the Technical Advisory Services
Agreement dated as of December 9, 2010 (the “Agreement”), by and between the
Company and the Technical Advisor.
The
Company shall compensate the Technical Advisor as follows: (i) The Technical
Advisor shall be paid at a rate of Two thousand five hundred U.S. Dollars
($2,500) per month; and (ii) be eligible to receive a bonus of restricted common stock. Either party may
terminate the Agreement on thirty (30) days written notice.
On
December 10, 2010, the Company issued a press release, attached hereto as
Exhibit 99.1, announcing the appointments of new directors to the
Board.
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Financial
Statements and
Exhibits.
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Exhibit
No.
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Description
of Exhibit.
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Exhibit
99.1
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Press
Release dated December 10,
2010.
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#
#
#
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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ARDENT
MINES LIMITED
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By:
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/s/ Leonardo Alberto
Riera
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Name: Leonardo
Alberto Riera
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Title: President
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Date: December
10, 2010
Ardent
Mines Announces Appointment of Two New Directors to Board
Dec. 10,
2010 (PR Newswire) —
NEW YORK,
Dec. 10, 2010 /PRNewswire-FirstCall/ — Ardent Mines Limited ("Ardent" – OTC
Bulletin Board: ADNT) is honored to announce the appointment of Mr. James Ladner
and Mr. Luciano De Freitas Borges to the Board of Directors of the
Company.
Mr.
Borges spent over 28 years working in Brazil's mining industry, in both
government and the private sector. His positions have included serving as
the National Secretary of Mines and Metallurgy in Brazil's Ministry of Mines and
Energy from 1993-2001, and serving as Senior Advisor to the Ministry &
Strategic Planning Executive Officer to the Brazilian Geological Survey since
2002. From 2007 to 2008 he was Chief Executive Officer of Steel Mineracao
do Brasil S.A., and since then he has served as the Senior Partner and Chief
Executive Officer of Ad Hoc Associated Advisors Inc., a mining consulting
company. His recent activities include having served on the Boards of
Directors of Amerix Precious Metals Corporation and Ouro Roxo Participacoes
S.A., each of which are developing gold projects in Brazil. Mr. Borges
studied geology at the University of Brasilia, and received both a masters
degree in that field and a MBA in Mineral Economics and Mineral Projects
Valuation.
Mr. James
Ladner, a Swiss citizen residing in Zurich, is a professional director and
investment banker, with extensive experience in the mining sector. He is a
director and a member of the audit committees of Oracle Energy Corp. (since
2007), Colt Resources Inc. (since 2010) and Royal Coal Corp. (since 2010).
From 1992-2002, he was a co-founder and managing director of
RP&C International, where he was involved in the syndication and sale of
dollar convertible bonds, shares and warrants of North American companies in
Europe. He served as the non-executive chairman of Bank Austria
(Switzerland) Ltd. from 1992-2001. Previously he was an Executive Vice
President of Coutts Bank (Switzerland) Ltd. – now RBS Coutts Bank, where he was
employed from 1964-1992.
As a
professional company director Mr. Ladner has served on the boards of several
other companies, funds and banks in Switzerland, including the Royal Bank of
Scotland AG, Interallianz Bank AG, Asahi Bank AG, F. Van Lanschot Bankiers
(Switzerland) Ltd., Atlantic Finanz AG, Immofonds, Verit Immobilien, Ahold
Finance group. He has also served on boards outside Switzerland, including
Energy Capital Investment Co. plc, Equator Exploration Ltd., StrataGold
Corporation, Pan Pacific Aggregates plc, Nevoro Inc. and Coastport Capital
Inc.
Mr.
Ladner served as a member of the Swiss Admissions Commission for listing on
Swiss Stock Exchanges and a member of the Swiss Capital Market Commission of the
Swiss National Bank from 1990-1992. He is a graduate of the University
of St. Gallen in Switzerland.
Mr.
Leonardo Riera, CEO of Ardent Mines commented: "The appointments of Messrs.
Borges and Ladner to our Board are significant milestones in the development of
Ardent Mines. Our company intends to close several substantial mining
acquisitions in 2011 and we are also preparing for the trading of our stock next
year on one of the national market exchanges. Having seasoned and
independent directors of the caliber of Mr. Borges and Mr. Ladner is a major
step in the direction of our objectives for 2011."
About
Ardent Mines Limited:
Ardent is
positioning itself to develop mining operations throughout the world.
Ardent is an exploration stage company, and is presently researching and
negotiating acquisitions, acquiring financing and assembling
staff.
Forward-Looking
Statements
This
press release contains "forward-looking statements" as defined in the U.S.
Private Securities Litigation Reform Act of 1995. These statements are based
upon our current expectations and speak only as of the date hereof. These
forward-looking statements are based upon currently available competitive,
financial, and economic data and management's views and assumptions regarding
future events. Such forward-looking statements are inherently uncertain. Our
actual results may differ materially from those expressed in any forward-looking
statements as a result of various factors and uncertainties. Ardent cannot
provide assurances that any prospective matters described in the press release
will be successfully completed or that Ardent will realize the anticipated
benefits of any transactions. Various risk factors that may affect our business,
results of operations and financial condition are detailed from time to time in
the Current Reports on Form 8-K and other filings made by Ardent with the U.S.
Securities & Exchange Commission. Ardent undertakes no obligation to update
information contained in this release.
SOURCE
Ardent Mines Limited
Source:
PR Newswire (December 10, 2010 - 9:15 AM EST)
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