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Item 8.01 Other Events.

No. 1

On May 17, 2017, the Board of Directors of Silver Dragon
Resources Inc. (the Company) approved the 2017 Stock Incentive
and Equity Compensation Plan (the Plan), The Plan authorizes our
Board of Directors or a special committee of our Board of
Directors to issue equity awards to our officers, directors,
employees and consultants. Under the Plan, the Company may issue
up to 75 million shares of its common stock.

For a complete description of the Plan, you are urged to read the
Plan in its entirety which is included in this Report and marked
Exhibit 10.1

No. 2

On May 19, 2017, the Company signed an engagement letter with
Shaanxi Zhonghe Tongsheng Mining Right Appraisal Co., Ltd to
re-evaluate the KPMG technical report provided by Golder and
Associates to insure compliance with the Peoples Republic of
China (PRC) mining rights assessment qualifications as per the
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 its 20% equity interest in Sanhe
Sino-Top Resources Technologies, Ltd (the Target Company) to
Beijing Shengda Industrial Group Ltd. (the Purchaser). The
purchase price for our equity interest in the Target Company will
be based on the valuation of the Dadi mining rights (excluding
any liabilities) issued by two independent appraisers. Each party
has selected one of the big four international accounting firms
as the independent appraiser of the Dadi mining rights. The
Company retained KPMG and the Purchaser retained PriceWaterhouse
Coopers. Each party has agreed to bear their own costs in
connection with the engagement.

The purchase price for the Companys equity interest in the Dadi
mining rights shall be the average valuation of the two
independent appraisals multiplied by 20%.

The appraisal will be undertaken in cooperation with mining
rights assessment organizations qualified for prospecting and
mining rights assessment in accordance with PRC laws with respect
to the assets evaluation and the guidance of evaluating the
mining rights. The appraisals are to be completed by June 5, 2017
unless extended by the mutual consent of the parties.

The Valuation Date of the Dadi mining rights is March 1, 2017.

The parties are obligated to execute 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 at which
time the calculated purchase price is to be deposited with an
escrow agent.


Transfer of the Target Equity Interests to the Purchaser will be
subject to completing the change of business registration
according to the Equity Transfer Agreement, the approval of the
Chinese foreign exchange administration and such other regulatory
approvals as necessary. Once approved, the escrowed funds,
representing the purchase price as calculated will be immediately
transferred to the Company.

In addition to the foregoing, we have retained Marcum Bernstein
and Pinchuk LLP in China to prepare restated 2015 consolidated
financial statements for Sanhe Sino-Top Resources Technologies.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
10.1 Equity Compensation Plan



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) closed its last trading session 00.0000 at 0.0258 with 14,140 shares trading hands.

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