Ardent
Mines Limited

    
      100
Wall Street, 21st
Floor

      New
York, NY 10005, USA

       

      Afrocan
Resources Ltd.

      Head
Office

      1710 -
1177 West Hastings Street

      Vancouver,
B.C., Canada V6E 2L3

      Attention:
 Mr. Brian Barrett, CFO

       

      South
Africa

      4 Martha
Street, Marlboro North

      2063 Johannesburg

       

      
        	
                Re: 

              	
                Exploration
      and Acquisition Agreement

              


      

      Re:  Capri General
Trading Company Limited

       

      Gentlemen:

       

      The
purpose of this Exploration and Acquisition Agreement (this “Agreement”), dated as of the
date set forth on the signature page hereto, is to summarize our recent
discussions and formalize an agreement by and between Ardent Mines Limited
(“Ardent”) -
incorporated in the State of Nevada, U.S.A., and Afrocan Resources Ltd. -
incorporated in British Columbia, Canada (“Afrocan”).

       

      
        	
                1

              	
                Terms
      of the Transaction.

              


      

       

      
        	
                1.1

              	
                The
      Exploration.  Ardent hereby agrees to conduct, and/or pay
      for the conduct of exploration activities at the property covered by
      License No. PL 1761/2001 (previously known as License No. PL 246/94) as
      applied August 14, 2008 (such license is referred to herein as the “Shenda
      License”).  The Shenda License is the mineral rights for
      a property situated approximately 53 kilometers West North West of Kahama
      in the Bukombe District, in the Shinyanga Region of
      Tanzania.  The mining license applied is bound by the
      following coordinates: Point Latitude (S) Longitude (E) A 030 39’
      54.7” 320 07’ 00”; B 030 39’ 54.7” 320 09’ 30”; C 030 41’ 05.2” 320
      09’ 30”; and D 030 41’ 05.2” 320 07’ 00.”  The Shenda License covers
      the mining rights over approximately 10.0 square kilometers (such
      property, the “Shenda
      Property”).

              


      

       

      
        	
                1.2

              	
                Exploration
      Cost.  Ardent shall pay such amounts for the exploration
      of the Shenda Property (such costs, the “Exploration Costs”) as
      the officers and directors of Ardent and Afrocan shall mutually,
      reasonably determine as appropriate in consultation with geologists and
      such other experts as may be reasonably
  necessary.

              


      

       

      
        	
                1.3

              	
                Exploration
      Period.  Ardent’s exploration of the Shenda Property
      shall be conducted over the twelve months from the date hereof, however,
      the period of such exploration may be shortened or extended as Ardent may
      reasonably determine to implement the terms of this
    Agreement.

              


      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

       

      Ardent
Mines Limited - Afrocan Resources Ltd. -

      Exploration
and Acquisition Agreement

       

      
        	
                1.4

              	
                The
      Acquisition.  In the
      event that Ardent shall ascertain commercially available and commercially
      exploitable reserves, as determined in its sole and reasonable discretion,
      of not less than Four Hundred Thousand (400,000) ounces of gold at the
      Shenda Property (such gold reserves as referred to herein as the “Acquisition Threshold”),
      Ardent shall at Closing (as defined below) acquire from Afrocan 100% of
      all issued and outstanding equity interests (the “Capri Shares”) of Capri
      General Trading Co. Ltd. - incorporated in Tanzania (“Capri”), subject to the
      conditions set forth herein.  Capri is the legal and beneficial
      owner of the Shenda License.

              


      

       

      
        	
                1.5

              	
                Purchase
      Price.  In exchange for the acquisition of the Capri
      Shares, Ardent shall pay to Afrocan at Closing the Purchase Price, as
      defined below.  The Purchase Price shall be equal to the sum of
      (i) the Exploration Costs; and (ii) shares of Ardent having an aggregate
      value of Nine Million U.S. Dollars ($9,000,000) (the “Ardent Shares” and
      together with the Exploration Costs, the “Purchase Price”), with
      the Ardent Shares having the lower of a deemed a value of Five U.S.
      Dollars ($5.00) per share or the average closing price of the publicly
      traded common stock of Ardent on five (5) consecutive days prior to the
      Closing.  In the event that the Exploration Costs exceed Three
      Million U.S. Dollars ($3,000,000), the number of Ardent Shares to be
      delivered shall be reduced accordingly, so that the total value of the
      Purchase Price shall not exceed Twelve Million U.S. Dollars
      ($12,000,000).

              


      

       

      
        	
                1.6

              	
                The Ownership
      Interests.  At the Closing, Capri will own one hundred
      percent (100%) of all mineral rights in the Shenda License.  At
      Closing, no party other than Ardent shall have any right, title or
      interest in the Capri Shares or the Shenda License or any additional
      mineral rights associated with the property covered by the Shenda
      License.  There shall at Closing be no options, or any other
      equity interests, contingent or otherwise, of any nature or kind in the
      Capri Shares or in the Shenda License except for the rights held by
      Ardent.  The Capri Shares and the Shenda License shall be free
      and clear of all indebtedness, liabilities, liens, encumbrances,
      convertible rights, derivative rights, pre-emptive rights and any and all
      other rights, contingent or otherwise of any other
  persons.

              


      

       

      
        	
                1.7

              	
                Financing.  Following
      the Closing, to the extent determined by the officers of Ardent, in their
      reasonable discretion, Ardent shall undertake, on a commercially
      reasonable basis, to raise such funds as are necessary for (i) the
      development of mining operations at the property covered by the Shenda
      License; and (ii) the general operating expenses of Ardent. Such funds
      shall be raised in a private placement of new Ardent common
      stock.

              


      

       

      
        	
                1.8

              	
                Share
      Capitalization.  Afrocan acknowledges that (i) as of the
      date hereof, Ardent is publicly traded company in the United States, with
      14,957,650 shares issued and outstanding; and (ii) it is Ardent’s intent
      to issue additional shares of its common stock subsequent to the date
      hereof, including without limitation, in connection with the Financing
      Shares, for purposes of acquiring other mineral rights, fund raising for
      operations and expansion, and for purposes of compensating employees,
      officers and directors.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      Ardent
Mines Limited - Afrocan Resources Ltd. -

      Exploration
and Acquisition Agreement

       

      
        	
                1.9

              	
                Adjacent Lands.
      Capri has ownership of certain mineral rights on lands adjacent to the
      Shenda License.  Afrocan agrees that Capri will not enter into
      any agreements relative to such adjacent mineral rights prior to the
      Closing so that on the date of the Closing they will still be held by
      Capri in the same state as they are at the date
  hereof.

              


      

       

      
        	
                1.10

              	
                Failure to
      Close.  In the event that Ardent is unable to identify
      gold reserves at the Shenda Property equal to or greater than the
      Acquisition Threshold, Afrocan shall reimburse Ardent for the total
      Exploration Costs incurred.  Pending the receipt of such
      reimbursement, or in the event that Afrocan is unable to pay such funds,
      Ardent shall be granted a lien on the Shenda License equal to the total
      Exploration Costs incurred.  In such event, Ardent shall be
      granted the right to approve or deny any proposed sale of the Shenda
      License, the Capri Shares or any other ownership or royalty interest
      therein until such time as the Exploration Costs are repaid to Ardent in
      full.  In the event that Ardent is not reimbursed within twelve
      (12) months of the completion of its exploration, any and all accumulated
      Exploration Costs will commence accruing interest rate of Eight Percent
      (8%) per annum.

              


      

       

      
        	
                2

              	
                Closing
      Conditions.

              


      

       

      Consummation
of the acquisition of the Capri Shares and the underlying Shenda License will be
subject to the following closing conditions:

       

      
        	
                2.1

              	
                Due Diligence and
      Continuity of Capri.  At the Closing, Capri shall have
      obtained and be in receipt of all necessary consents and approvals of all
      applicable governmental authorities and other third parties having
      jurisdiction or rights in respect of its ownership of the Shenda
      License.  Afrocan shall deliver a legal opinion to Ardent at
      Closing regarding the continuing legal validity of any and all
      governmental authorizations, licenses, permits, and registrations of
      Capri, which Capri then has and which shall remain fully effective
      following the Closing to legally facilitate continuity of Capri’s ordinary
      course of business without impairment of any nature or
      kind.  The Closing shall be subject to completion of final due
      diligence satisfactory to Ardent in its sole discretion.  At the
      Closing there shall not be any material adverse change in regard to the
      corporate status of Capri or in the Shenda License or operations at the
      property of the Shenda License.  At the Closing, Afrocan shall
      represent and warrant to Ardent that Capri has the sole rights with free
      and clear ownership titles to the Shenda License, and no other persons,
      business organizations or governmental entities have any rights or claims
      thereto.

              


      

       

      
        	
                2.2

              	
                Detailed
      Agreements. Afrocan and Ardent will mutually prepare a detailed
      long form agreement (the “Long Form Agreement”)
      supplementing the terms and conditions herein with customary
      representations and warranties, covenants, and other provisions,
      including, without limitation, representations regarding the validity of
      the Capri Shares, the assessment of all gold ore reserves in the Shenda
      License, the status of all governmental licenses, permits, authorizations,
      legal and regulatory compliance to engage in the business of mining, valid
      continuation of all contracts, absence of any material adverse conditions,
      and indemnification provisions covering the
      same.  Notwithstanding anything to the contrary herein, this
      Agreement is fully binding upon the parties and each party may compel
      performance by the other party solely on the basis of the terms and
      conditions set forth herein.  Time is of the
      essence.

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      Ardent
Mines Limited - Afrocan Resources Ltd. -

      Exploration
and Acquisition Agreement

       

      
        	
                2.3

              	
                Exclusive
      Dealing.  Capri and Afrocan and any and all of their
      directors, officers, shareholders, agents, representatives, attorneys,
      accountants or their respective immediate relatives shall not directly or
      indirectly take any action to encourage, initiate, solicit, or engage in
      discussions or negotiations with, or provide any information to, any
      entity or person other than Ardent concerning any competing transaction or
      alternate transaction.

              


      

       

      
        	
                2.4

              	
                Closing. In the
      event that the Acquisition Threshold has been met, Afrocan and Ardent
      shall use their best efforts to finalize and sign the Long Form Agreement
      reflecting the terms and conditions herein together with all ancillary
      agreements and accomplish the Closing as soon as reasonably possible after
      such determination, with a target Closing date not later than one
      hundred and twenty (120) days thereafter.  Upon
      satisfaction (or waiver) of the conditions set forth in herein, the
      parties shall exchange ownership of the Capri Shares and the Purchase
      Price, and execute and deliver any and all necessary ancillary documents,
      certificates and instruments required thereof (the “Closing”).

              


      

       

      
        	
                3

              	
                Other
      Terms and Conditions.

              


      

       

      
        	
                3.1

              	
                Carry on in Ordinary
      Course.  Afrocan agrees that from and after the date of
      execution of this Agreement, Capri shall conduct and carry on its
      businesses at the location of the Shenda License only in the ordinary
      course consistent with past practices.  Capri shall not take any
      actions out of the ordinary course of businesses regarding the Shenda
      License.  Neither Afrocan nor Capri shall take any action that
      could reasonably be expected to adversely affect Afrocan’s ability to
      execute, deliver or perform in accordance with this
    Agreement.

              


      

       

      
        	
                3.2

              	
                Each Party to Bear Own
      Expenses.  The parties will each bear their own
      respective expenses incurred in connection with the negotiation,
      preparation and documentation - including the Long Form Agreement - and
      Closing of the transactions contemplated herein, including but not limited
      to all legal fees, expenses and disbursements, provided, however, all
      fees, due diligence and filing costs incurred by Ardent as well as
      on-going corporate expenditures by Ardent related to the acquisition shall
      be paid from proceeds of the Financing
Shares.

              


      

       

      
        	
                3.3

              	
                No Other Agreements;
      Forward Looking Statements; Amendments.  This Agreement
      sets out the parties’ binding agreement and understanding as of this date,
      and there are no other written or oral agreements or understandings among
      the parties.  This Agreement and any and all terms and
      conditions herein may only be waived, modified or amended by a writing
      executed by the parties.  Afrocan acknowledges that Ardent may
      from time to time have other business agreements, and may acquire other
      properties. Provided that when the Long Form Agreement is signed by Ardent
      and Afrocan it will wholly replace this Agreement and the terms in this
      Agreement shall cease to be binding on Ardent and
      Afrocan.  Ardent may engage and pay other professional
      organizations, underwriters and service providers as determined by its
      Board of Directors.  All projections and estimations herein are
      forward looking statements based upon general expectations and are
      provided solely for illustrative purposes only, and no assurances,
      guarantees, or warranties of any nature are made with respect to actual
      outcomes.

              


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      Ardent
Mines Limited - Afrocan Resources Ltd. -

      Exploration
and Acquisition Agreement

       

      
        	
                3.3.1

              	
                Public Company
      Compliance.  Afrocan acknowledges that Ardent is a public
      company and will be required to make detailed disclosures regarding the
      acquisition of Capri (and indirectly the Shenda License), its business,
      its management, its financial condition, risk factors associated with the
      business, and other matters required by the U.S. Securities Act of 1933
      and the U.S. Securities Exchange Act of 1934 (together the “Acts”), and the
      respective rules and regulations promulgated thereunder.  All
      Ardent Shares issued to Afrocan will be restricted securities and will be
      subject to compliance with the Acts, as to which Ardent shall assist
      Afrocan in respect of such compliance thereof.  Afrocan shall
      promptly provide any and all information, in form and substance as
      reasonably requested by Ardent, to the extent necessary to assure
      compliance by Ardent with its filing, disclosure and compliance
      requirements.

              


      

       

      
        	
                3.4

              	
                Confidentiality.
      The parties acknowledge that public companies are subject to specific
      laws, rules and regulations prohibiting “insider trading” and Afrocan
      agrees to not trade in the securities of Ardent until all applicable and
      required public announcements have been made by Ardent.  The
      parties agree to fully comply with any and all applicable securities laws
      and not to trade at any time in any securities on the basis of material
      non-public information or to disclose any transactions involving Ardent,
      Afrocan, Capri, or the Shenda License with any third parties, other than
      to authorized representatives of the parties who shall be under strict
      instructions not to make any further discloses to any other persons until
      after mutually agreement public announcements.  The terms herein
      shall be maintained as strictly confidential by the parties until a
      mutually acceptable press release is prepared regarding the transaction,
      unless prior disclosure is required by applicable law or
      regulation.  Any breach of this covenant of confidentiality
      shall be subject to payment of liquidated damages to Ardent of
      US$2,000,000 (two million U.S. Dollars) (the “Liquidated Damages”),
      which the parties agree shall not be construed as a penalty.  If
      a breaching party fails to pay any and all Liquidated Damages in full
      within five (5) Business Days after the date payable, such party will pay
      interest thereon at a rate of one and one-half percent (1.5%) per month
      (or such lesser maximum amount that is permitted to be paid by applicable
      law) to Ardent, accruing daily from the date such Liquidated Damages are
      due, until such amounts, plus all such interest thereon, are paid in
      full.  Notwithstanding the foregoing, nothing shall preclude any
      party from pursuing or obtaining any available remedies at law, specific
      performance or other equitable relief in accordance with applicable
      law.

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      Ardent
Mines Limited - Afrocan Resources Ltd. -

      Exploration
and Acquisition Agreement

       

      
        	
                3.5

              	
                Arbitration.  All
      disputes and controversies arising out of or relating to this Agreement
      shall be finally settled and binding under the Rules of International
      Commercial Dispute Resolution of the American Arbitration Association
      (“ICDR”).  The
      place of arbitration shall be New York City.  The Arbitration
      shall be conducted in English by a single arbitrator appointed in
      accordance with the ICDR 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.  The prevailing party shall be reimbursed for all
      fees, costs, expenses and disbursements by the non-prevailing
      party.

              


      

       

      
        	
                3.6

              	
                Construction.  This
      Agreement shall be deemed to have been jointly negotiated and drafted by
      the parties and shall not be construed against either of the parties
      hereto.  Should any portion (word, clause, phrase, sentence,
      paragraph or section) of this Agreement be declared void or unenforceable,
      such portion shall be considered independent and severable from the
      remainder, the validity of which shall remain unaffected.  This
      Agreement shall be governed by and interpreted under the laws of the
      jurisdiction of incorporation of
Ardent.

              


      

       

      
        	
                3.7

              	
                Assignment.  Neither
      this Agreement nor any of the rights, interests or obligations hereunder
      may be assigned by either party hereto, directly or indirectly, by
      operation of law or otherwise, without the prior written consent of the
      other.

              


      

       

      
        	
                3.8

              	
                Notices.  Any
      notice or other communication to any party in connection with this
      Agreement shall be in writing and shall be sent by personal delivery,
      reputable overnight courier with written confirmation of receipt addressed
      to such party at the address of its principal business office, or at such
      other address as such party shall have specified to the other party hereto
      in writing.  Any notice hereof shall be deemed to have been
      given only when delivered.

              


      

       

      
        	
                3.9

              	
                Counterparts.
      This Agreement may be executed in one or more counterparts (with the
      parties agreeing in principle to produce two counterparts), all of which
      together shall constitute one instrument, and each such counterpart may be
      executed and delivered by fax or scan without delivery of the original
      exemplar thereof.

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      Ardent
Mines Limited - Afrocan Resources Ltd. -

      Exploration
and Acquisition Agreement

       

      We
respectfully request that if you accept the terms and conditions as set forth in
this Agreement, please countersign and deliver to us a counterpart acceptance of
this Agreement.  Please do not hesitate to contact us if you have any
questions or comments.

       

      Sincerely
yours,

       

      
        
          
            
              	 
      	
                      Ardent Mines Limited

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Leonardo Riera

                    
	
                      Name:

                    	
                      Leonardo Riera

                    
	
                      Title:

                    	
                      President and CEO

                    
	
                      Date:

                    	 
      
	
                      Address for Notices:

                    	
                      100 Wall Street, 21st Floor

                    
	 
      	New
      York, NY 10005 USA
	 	 
	
                      AGREED:

                    	 
      
	 
      	 
      
	 
      	
                      Afrocan Resources Ltd.

                    
	 
      	 
      
	
                      By:

                    	
                      /s/ Brian Barrett

                    
	
                      Print Name:

                    	
                      Brian Barrett

                    
	
                      Title:

                    	
                      President and Chief Financial Officer

                    
	
                      Date:

                    	
                      December 12, 2010

                    
	
                      Address for Notices:

                    	
                      Afrocan Resources Ltd. 

                    
	 
      	
                      1710 - 1177 West Hastings Street

                    
	 
      	
                      Vancouver, B.C. V6E 2L3

                    
	 
      	 
      
	 
      	
                      South Africa

                    
	 
      	
                      4 Martha Street, Marlboro North

                    
	 
      	
                      2063 Johannesburg

                    


            

          

        

      


      
        
           


        

        
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