SILVER DRAGON RESOURCES INC. (OTCMKTS:SDRG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On January 25, 2017, the Board of Directors of Silver Dragon
Resources Inc. (the Company) appointed Moe Wortzman as a director
of the Company. Since 1987 Mr. Wortzman has been a Director,
Chief Executive Officer and President of Heritage Trust Company,
a stock transfer firm. Mr. Wortzman was appointed to fill the
vacancy on the Board of Directors created by the resignation of
Charles McAlpine, who resigned for personal reasons.
There is no understanding or arrangement between Mr. Wortzman and
any other person to which Mr. Wortzman was appointed as a member
of the Board of Directors. Mr. Wortzman does not have any family
relationship with any director, executive officer or person
nominated or chosen by us to become a director or executive
officer.
Item 8.01 Other Events.
On January 20, 2017, the Company entered into a Memorandum of
Understanding Relating to the Equity Transfer of Sanhe Sino-Top
Resources Technologies, Ltd. (the MOU). to the MOU the Company
has agreed to sell all of the 20% equity interest owned by it in
Sanhe Sino-Top Resources Technologies, Ltd (the Target Company)
to Beijing Shengda Industrial Group Ltd. (the Purchaser). The
purchase price for the Target Company will be based on the
evaluation result of the Dadi mining rights (excluding any
liabilities) issued by two independent appraisers appointed by
the parties. The purchase price of the Target Company shall be
equivalent to the valuation result of the appraiser appointed by
the Company plus the valuation result of the appraiser appointed
by the Purchaser divided by 2 multiplied by 20%.
The parties agree to each select one of the big four
international accounting firms (Deloitte, Pricewaterhouse
Coopers, Ernst Young and KPMG) as the independent appraiser of
the Dadi mining rights.
The relevant firms should complete the evaluation in cooperation
with mining rights assessment organizations qualified for
prospecting and mining rights assessment in accordance with the
Peoples Republic of China (PRC) laws with respect to the assets
evaluation and the guidance of evaluating the mining rights. The
Parties must, by March 5, 2017, appoint the independent
appraisers, and formally sign the appointment agreement with the
independent appraisers.
The Parties agree to require the appointed independent appraisers
to submit the formal independent valuation reports setting out
the valuation results within 60 days of March 5, 2017 and the
Parties agree to exchange the valuation reports within such
period.
The Parties agree that the Valuation of the Dadi mining rights
must reflect its value as at 1 March, 2017. Each Party shall bear
the costs incurred in the appointment of its independent
appraiser, respectively.
Both Parties must sign an Equity Transfer Agreement (as defined
in the MOU) to transfer the Target Equity Interests from the
Company to the Purchaser within five working days from the date
of exchange of the formal evaluation report. The MOU is subject
to the approval of the board of directors of the Company and the
Purchaser.
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Once the Company transfers the Target Equity Interests to the
Purchaser by completing the change of business registration
according to the agreement of Equity Transfer Agreement and the
foreign exchange administration approval and/or filing procedures
involved in the overseas payment have been completed, the
Purchaser must immediately effect the transfer of all the
purchase price to a bank account to be designated by the Company
in one lump sum transfer from the escrow.
On January 25, 2017, the Companys Board of Directors ratified the
MOU.
The forgoing description of the MOU is qualified in its entirety
by reference to the full text of the Agreement a copy of which is
attached as an exhibit to this Current Report and which is
incorporated by reference.
In addition to the above and separate from the MOU, the Company
intends to engage the audit firm chosen in connection with the
MOU to assist the Company in resolving all outstanding accounting
issues in order for the company to once again become fully
reporting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 10.1 |
Memorandum of Understanding Relating to the Equity Transfer of Sanhe Sino- Top Resources Technologies, Ltd. |
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SIGNATURES
About SILVER DRAGON RESOURCES INC. (OTCMKTS:SDRG)
Silver Dragon Resources Inc. is an exploration-stage company. The Company is engaged in the acquisition and exploration of silver and other mineral properties. It focuses on the exploration of various properties located in the Erbahuo Silver District in Northern China (Inner Mongolia), including the Dadi and Laopandao properties, in which the Company has an interest through its equity holdings in Sanhe Sino-Top Resources and Technologies, Ltd. The Company carries out operations in Canada and China. The Dadi silver-polymetallic property (the Dadi Property) is situated in north central Inner Mongolia in the Xilin Gol Administrative District. It has approximately five mineralized zones at the Dada Property. The Dadi Property consists of an area of over 10 square kilometers. The Company’s Laopandao Silver-Tin-Polymetallic Project (the Laopandao Property) is located in north central Inner Mongolia in Keshiketeng County. The Laopandao Property has an area of over 4,480 hectares. SILVER DRAGON RESOURCES INC. (OTCMKTS:SDRG) Recent Trading Information
SILVER DRAGON RESOURCES INC. (OTCMKTS:SDRG) closed its last trading session up +0.0005 at 0.0100 with 1,435,910 shares trading hands.