Ardent
Mines Limited

    

    
      100
Wall Street, 21st
Floor

    

    
      New
York, NY 10005

    

    


    December
9, 2010

    


    Luciano
de Freitas Borges

    SRTN
Quadra 701, Centro Empresarial Norte,

    Bloco A,
Suites 108/110

    Brasilia,
DF Brazil

    


    Re:           Appointment
to the Board of Ardent Mines Limited

    


    Mr.
Borges:

    


    This
letter agreement is to confirm our understanding regarding your appointment to
the Board of Directors (the “Board”) of Ardent Mines Limited (the
“Company”).

    


    
      	
               
      

            	
              1.

            	
              Upon
      the approval of the Board, you shall be appointed to serve as Member of
      the Board until such time as your resignation, removal or the next Annual
      or Special Meeting of the Shareholders of the
  Company.

            


    

    


    
      	
               
      

            	
              2.

            	
              You
      hereby consent to serve as a Member of the Board, and shall assume such
      position upon notice of proper appointment
  thereof.

            


    

    


    
      	
               
      

            	
              3.

            	
              Your
      compensation as a Member of the Board 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.

            


    

    


    
      	
               
      

            	
              4.

            	
              Within
      thirty (30) days of the completion of either of the two conditions set
      forth below, you shall receive a stock option grant as
      follows.  Upon the execution of a stock option agreement in the
      Company’s standard form, you shall be given a grant of options to purchase
      200,000 shares of the Company’s common stock, which options shall vest at
      a rate of 33.3% per year from the date of grant, at a strike price equal
      to 80% of the average closing price of the Company’s common stock on the
      thirty (30) business days prior to the date on which such grant is
      approved by the Company’s Board of
Directors.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
              Luciano
      de Freitas Borges

            	
              Ardent
      Mines Limited

            
	
              Correspondence

            	
              December 9,
2010

            


    

    


    The Board
of Directors shall not approve such grant until the first to occur of the
following:

    


    
      	
               
      

            	
              (i)

            	
              The
      Company shall have received capital investments in the amount of ten
      million U.S. Dollars ($10,000,000);
or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Company shall have closed the acquisition of a gold mining operation
      with proven reserves at time of acquisition of not less than Four Hundred
      Thousand (400,000) ounces of gold.

            


    

    


    In the
event that that your services as a Member of the Board are terminated for any
reason prior to the vesting of such options, including but not limited to your
termination, resignation, death or disability, the unvested portion of such
options shall be cancelled.

    


    
      	
               
      

            	
              5.

            	
              In
      addition to your service as a Member of the Board, you shall provide
      consulting services to the Company through Ad Hoc Associated Advisors
      Inc., an entity of which you are the President and Senior
      Partner.  Such consulting services shall relate to the Company’s
      mining activities, and shall be governed by the Technical Advisory
      Services Agreement in the form of Exhibit A,
      attached hereto and made a part
hereof.

            


    

    


    If you
agree with the terms set forth herein, please execute this letter
below.  Thank you very much.

    


    Sincerely
yours,

    


    
      	
              /s/ Leonardo Riera

            	 
      
	
              Leonardo
      Riera

            	 
      
	
              Chief
      Executive Officer

            	 
      


    

    


    Acknowledged
and Agreed:

    


    
      	
              /s/ Luciano de Freitas
    Borges

            	 
      
	
              Name:
      Luciano de Freitas Borges

            	 
      
	
              Date:
      December 9, 2010

            	 
      


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      	
              Luciano
      de Freitas Borges

            	
              Ardent
      Mines Limited

            
	
              Correspondence

            	
              December 9,
2010

            


    

    


    Exhibit
A

    


    Technical
Advisory Services Agreement


    
      
         


      

      
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