Unassociated Document


    ARDENT
MINES LIMITED

     

    CONVERTIBLE
PROMISSORY NOTE

     

    THIS
PROMISSORY NOTE MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT AS PROVIDED HEREIN.  ANY ATTEMPTED TRANSFER OF THIS PROMISSORY
NOTE IN VIOLATION OF SUCH TERMS SHALL BE NULL AND VOID AND OF NO
EFFECT.  THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND
NO OFFER, TRANSFER OR ASSIGNMENT OF THIS PROMISSORY NOTE MAY BE MADE IN THE
ABSENCE OF SUCH REGISTRATIONS OR AVAILABLE EXEMPTIONS THERETO.

     

    
      
        	
                US$
      1,000,000.00

              	
                Dated:
      October 18, 2010

              


      

    

     

    FOR VALUE
RECEIVED, Ardent Mines
Limited, a Nevada corporation (the “Borrower”), hereby promises
to pay to the order of CRG
Finance AG (“Lender”), at such time,
place and in such manner as Lender may specify in writing, the principal amount
of One
Million U.S. Dollars  (USD1,000,000.00) (the “Principal”) pursuant to the
terms and conditions specified herein (this “Note”).  The
Borrower shall pay interest on the outstanding principal of this Note at the
annual rate of 7.5% per
annum, calculated based on a year of 365 days and actual days elapsed (the “Interest”).

    


    
      	
              1.  

            	
              The
      Borrower hereby promises to pay to the order of the Lender the Principal
      and all Interest due thereon after the first anniversary of the date of
      this Note upon delivery to the Borrower of written demand by the Lender
      for repayment of this Note within not less than thirty (30) calendar days
      (the “Due Date”),
      at such place and in such manner as Lender may specify in
      writing.  In lieu of payment in cash, the Lender may request the
      Borrower to repay any or all of the Principal and Interest in the form of
      restricted common stock of the Borrower at a price per share equal to
      eighty percent (80%) of the average closing price of the Borrower’s
      common stock as quoted on the principal quotation system or stock exchange
      on which such securities are traded over the thirty (30) days immediately
      preceding the closing of the acquisition of Rio São Pedro Mineração LTDA
      (“RSPM”)by the Borrower or such other third-party assets or shares
      of a strategic acquisition company which may be acquired earlier than such
      RSPM closing.  The Borrower shall promptly deliver such
      restricted common stock in accordance with the request of
      Lender.  Upon delivery of such shares of common stock this Note
      shall be deemed to be repaid and satisfied in
  full.

            


    

     

    
      	
              2.  

            	
              Any
      and all fees, costs, expenses and disbursements charged by financial
      institutions with respect to wire transfer or other transmittal charges
      incurred in connection with delivery of the Principal from the Lender to
      the Borrower shall be deemed to have been received by the Borrower from
      the Lender and all such amounts shall be included in the calculation of
      Principal hereunder.

            


    

     

    
      	
              3.  

            	
              This
      Note shall not be transferable by Borrower and the Borrower may not
      assign, transfer or sell all or a portion of its rights and interests to
      and under this Note to any persons and any such purported transfer shall
      be void ab initio.  The Lender may transfer and assign this Note
      at its sole discretion subject to applicable laws, rules and regulations
      pertaining to such transfers as to which a legal opinion of counsel to
      Lender shall be required to be delivered to Borrower, in form and
      substance acceptable to Borrower.

            


    

     

    
      
         

      

      
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                Ardent Mines Limited

              	
                Promissory
Note

              


      

       

    

    
      	
              4.  

            	
              The
      failure at any time of the Lender to exercise any of its options or any
      other rights hereunder shall not constitute a waiver thereof, nor shall it
      be a bar to the exercise of any of its options or rights at a later
      date.  All rights and remedies of the Lender shall be cumulative
      and may be pursued singly, successively or together, at the option of the
      Lender.  The acceptance by the Lender of any partial payment
      shall not constitute a waiver of any default or of any of the Lender's
      rights under this Note.  No waiver of any of its rights
      hereunder, and no modification or amendment of this Note, shall be deemed
      to be made by the Lender unless the same shall be in writing, duly signed
      on behalf of the Lender; and each such waiver shall apply only with
      respect to the specific instance involved, and shall in no way impair the
      rights of the Lender in any other respect at any other
    time.

            


    

    


    
      	
              5.  

            	
              Any
      term or condition of this Note may be waived at any time by the party that
      is entitled to the benefit thereof, but no such waiver shall be effective
      unless set forth in a written instrument duly executed by or on behalf of
      the party waiving such term or
condition.

            


    

    


    
      	
              6.  

            	
              The
      Borrower represents and warrants that this Note is the valid and binding
      obligation of the Borrower, fully enforceable in accordance with its
      terms.  The execution and delivery by the Borrower of this Note,
      the performance by the Borrower of its obligations hereunder and the
      consummation of the transactions contemplated hereby and thereby does not
      and will not: (a) conflict with or result in a violation or breach of any
      of the terms, conditions or provisions of the Borrower’s charter
      instruments; (b) conflict with or result in a violation or breach of any
      term or provision of any law or order applicable to the Borrower or any of
      its assets and properties; or (c) (i) conflict with or result in a
      violation or breach of, or (ii) result in or give to any person any rights
      or create any additional or increased liability of the Borrower under or
      create or impose any lien upon, the Borrower or any of its assets and
      properties under, any contract or permit to which the Borrower is a party
      or by which its assets and properties are
bound.

            


    

    


    
      	
              7.  

            	
              If
      any provision of this Note is held to be illegal, invalid or unenforceable
      under any present or future Law, and if the rights or obligations of any
      party hereto under this Note will not be materially and adversely affected
      thereby, (i) such provision will be fully severable; (ii) this Note will
      be construed and enforced as if such illegal, invalid or unenforceable
      provision had never comprised a part hereof; (iii) the remaining
      provisions of this Note will remain in full force and effect and will not
      be affected by the illegal, invalid or unenforceable provision or by its
      severance here from; and (iv) in lieu of such illegal, invalid or
      unenforceable provision, there will be added automatically as a part of
      this Note a legal, valid and enforceable provision as similar in terms to
      such illegal, invalid or unenforceable provision as may be
      possible.

            


    

    


    
      	
              8.  

            	
              Any
      notice, authorization, request or demand required or permitted to be given
      hereunder shall be in writing and shall be deemed to have been duly given
      two days after it is sent by an internationally recognized delivery
      service to the address of record of the Lender or the Borrower,
      respectively.  Any party may change its address for such
      communications by giving notice thereof to the other parties in conformity
      with this Section.

            


    

     

    
      
         

      

      
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                Ardent Mines Limited

              	
                Promissory
Note

              


      

       

    

    
      	
              9.  

            	
              This
      Note shall be governed by and construed under the laws of the State of
      incorporation of the Borrower as applied to agreements entered into and to
      be performed entirely within such State.  Each party hereby
      irrevocably consents to the jurisdiction of the courts of any competent
      jurisdiction over one or more of the parties.  In any such
      litigation the Borrower waives personal service of any summons, complaint
      or other process and agrees that the service thereof may be made by
      certified or registered mail directed to the registered corporate office
      of Borrower in the State of its incorporation. The Borrower hereby
      expressly waives trial by jury in any litigation in any court with respect
      to, in connection with, or arising out of this Note or the validity,
      protection, interpretation, collection or enforcement hereof and the
      Borrower hereby waives the right to interpose any setoff or non-compulsory
      counterclaim or cross-claim in connection with any such litigation,
      irrespective of the nature of such setoff, counterclaim or
      cross-claim.

            


    

    


    
      	
              10.  

            	
              A
      default shall exist on this Note if any of the following occurs and is
      continuing:  (i) Failure to pay Principal and any accrued
      Interest on the Note on or before the Due Date; (ii) Failure by the
      Borrower to perform or observe any other covenant or agreement of the
      Borrower contained in this Note; (iii) A custodian, receiver, liquidator
      or trustee of the Borrower, or any other person acting under actual or
      purported force of law takes ownership, possession or title to Borrower
      property; (iv) any of the property of the Borrower is sequestered by court
      order; (v) a petition or other proceeding, voluntary or otherwise is filed
      by or against the Borrower under any bankruptcy, reorganization,
      arrangement, insolvency, readjustment of indebtedness, dissolution or
      liquidation law of any jurisdiction, whether now or hereafter in effect;
      or (vi) the Borrower makes an assignment for the benefit of its creditors,
      or generally fails to pay its obligations as they become due, or consents
      to the appointment of or taking possession by a custodian, receiver,
      liquidator or trustee of the Borrower or all or any part of its
      property.  Upon any such default, the Borrower shall immediately
      notify the Lender, and upon notice to the Borrower, the Lender may declare
      the Principal of the Note, plus accrued Interest, to be immediately due
      and payable, upon which such Principal and accrued Interest shall become
      due and payable immediately.  Interest upon default shall
      thereafter accrue at the rate of 15% per annum, calculated based on a year
      of 365 days and actual days elapsed from the date of such
      default.

            


    

     

    
      	
              11.  

            	
              The
      Borrower, any endorser, or guarantor hereof or in the future (individually
      an “Obligor” and
      collectively “Obligors”) and each of
      them jointly and severally:  (a) waive presentment, demand,
      protest, notice of demand, notice of intent to accelerate, notice of
      acceleration of maturity, notice of protest, notice of nonpayment, notice
      of dishonor, and any other notice required to be given under the law to
      any Obligor in connection with the delivery, acceptance, performance,
      default or enforcement of this Note, any endorsement or guaranty of this
      Note, any pledge, security, guaranty or other documents executed in
      connection with this Note; (b) consent to all delays, extensions, renewals
      or other modifications of this Note, or waivers of any term hereof or
      thereof, or release or discharge by the Lender of any of Obligors, or
      release, substitution or exchange of any security for the payment hereof,
      or the failure to act on the part of the Lender or any indulgence shown by
      the Lender (without notice to or further assent from any of Obligors), and
      agree that no such action, failure to act or failure to exercise any right
      or remedy by the Lender shall in any way affect or impair the Obligations
      (as hereinafter defined) of any Obligors or be construed as a waiver by
      the Lender of, or otherwise affect, any of the Lender's rights under this
      Note, under any endorsement or guaranty of this Note; (c) if the Borrower
      fails to fulfill its obligations hereunder when due, agrees to pay, on
      demand, all costs and expenses of enforcement of collection of this Note
      or of any endorsement or guaranty hereof and/or the enforcement of the
      Lender's rights with respect to, or the administration, supervision,
      preservation, protection of, or realization upon, any property securing
      payment hereof, including, without limitation, all attorney's fees, costs,
      expenses and disbursements, including, without further limitation, any and
      all fees related to any legal proceeding, suit, mediation arbitration, out
      of court payment agreement, trial, appeal, bankruptcy proceedings or any
      other actions of any nature whatsoever required on the part of Lender or
      Lender’s representatives to enforce this Note and the rights hereunder;
      and (d) waive the right to interpose any defense, set-off or
      counterclaim of any nature or
description.

            


    

     

    
      
         

      

      
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                Ardent Mines Limited

              	
                Promissory
Note

              


      

       

    

    
      	
              12.  

            	
              The
      Borrower will not, by amendment of its Certificate of Incorporation or
      through any reorganization, recapitalization, transfer of assets,
      consolidation, merger, dissolution, issue or sale of securities or any
      other voluntary action, avoid or seek to avoid the observance or
      performance of any of the terms to be observed or performed hereunder by
      the Borrower, but will at all times in good faith assist in the carrying
      out of all the provisions of this Note and in the taking of all such
      action as may be necessary or appropriate in order to protect the rights
      of the Lender of this Note against impairment.  This Note shall
      be enforceable against all successors and assigns of
      Borrower.  Borrower hereby covenants that all of its
      subsidiaries and affiliates shall jointly and severally perform this Note
      to the same and full extent on behalf of Borrower if Borrower is unable to
      perform.

            


    

    


    
      	
              13.  

            	
              This
      Note supersedes all prior discussions and agreements between the parties
      with respect to the subject matter hereof and thereof and contains the
      sole and entire agreement between the parties hereto with respect to the
      subject matter hereof.

            


    

    


    
      	
              14.  

            	
              If
      the Lender loses this Note, the Borrower shall issue an identical
      replacement note to the Lender upon the Lender's delivery to the Borrower
      of a customary agreement to indemnify the Borrower reasonably satisfactory
      to the Borrower for any losses resulting from issuance of the replacement
      note.

            


    

    


    
      	
              15.  

            	
              The
      terms and conditions of this Note shall inure to the benefit of and be
      binding upon the respective successors and assigns of the
      parties.  Nothing in this Note, express or implied, is intended
      to confer upon any party other than the parties hereto or their respective
      successors and assigns any rights, remedies, obligations, or liabilities
      under or by reason of this Note, except as expressly provided in this
      Note.

            


    

    


    [Signature
Page Follows]

     

    
      
         

      

      
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                Ardent Mines Limited

              	
                Promissory
Note

              


      

    

     

    IN
WITNESS WHEREOF, the Borrower has caused this Note to be dated, executed and
issued on its behalf, by its duly appointed and authorized officer, as of the
date first above written.

     

    
      
        
          
            	Ardent
      Mines Limited	 
      
	 
      	 
      	 
      
	
                    By:

                  	
                    /s/ Leonardo
      Riera

                  	 
      
	 
      	
                    Name: Leonardo
      Riera

                  	 
      
	 
      	
                    Title:  
      President and CEO

                  	 
      
	 
      	 
      	 
      


          

        

      

    

     

    
      
        
        

      

    

    
      
        
          
             

            
              	      
                      Lender:  CRG
      Finance AG

                    	 
      
	 
      	 
      	 
      
	
                      By:

                    	
                      /s/ Sergei
      Stetsenko

                    	 
      
	 
      	
                      Name:
      Sergei Stetsenko 

                    	 
      
	 
      	
                      Title:  
      President and CEO

                    	 
      
	 
      	 
      	 
      


            

          

        

      

      
 

    

    
      
         

      

      
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