Ardent Mines Limited New York, NY 10005
Ardent
Mines Limited
000
Xxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, XX 00000
December
9, 2010
Xxxxxxx
xx Xxxxxxx Xxxxxx
SRTN
Quadra 701, Centro Empresarial Norte,
Bloco A,
Suites 108/110
Brasilia,
DF Brazil
Re: Appointment
to the Board of Ardent Mines Limited
Xx.
Xxxxxx:
This
letter agreement is to confirm our understanding regarding your appointment to
the Board of Directors (the “Board”) of Ardent Mines Limited (the
“Company”).
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1.
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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.
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2.
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You
hereby consent to serve as a Member of the Board, and shall assume such
position upon notice of proper appointment
thereof.
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3.
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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.
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4.
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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.
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Xxxxxxx
xx Xxxxxxx Xxxxxx
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Ardent
Mines Limited
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Correspondence
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December 9,
2010
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The Board
of Directors shall not approve such grant until the first to occur of the
following:
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(i)
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The
Company shall have received capital investments in the amount of ten
million U.S. Dollars ($10,000,000);
or
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(ii)
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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.
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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.
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5.
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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.
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If you
agree with the terms set forth herein, please execute this letter
below. Thank you very much.
Sincerely
yours,
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/s/ Xxxxxxxx Xxxxx
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Xxxxxxxx
Xxxxx
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Chief
Executive Officer
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Acknowledged
and Agreed:
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/s/ Xxxxxxx xx Xxxxxxx
Xxxxxx
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Name:
Xxxxxxx xx Xxxxxxx Xxxxxx
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Date:
December 9, 2010
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2
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Xxxxxxx
xx Xxxxxxx Xxxxxx
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Ardent
Mines Limited
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Correspondence
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December 9,
2010
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Exhibit
A
Technical
Advisory Services Agreement
3
