Current Report Filing (8-k)
January 25 2017 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 20, 2017
(Date of
earliest event reported)
SILVER DRAGON RESOURCES INC.
(Exact name of registrant as specified in its charter)
0-29657
(Commission File Number)
Delaware
|
33-0727323
|
(State or other jurisdiction of
|
(IRS Employer Identification No.)
|
incorporation or organization)
|
|
200 Davenport Road
Toronto, Ontario, M5R
1J2
(Address of Principal Executive Offices) (Zip Code)
(416) 223-8500
(Registrant's telephone
number, including area code)
Not Applicable
(Former name or former address,
if changed since last report.)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4c))
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 pursuant 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). Pursuant 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.
-2-
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
-3-
SIGNATUR
ES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
SILVER DRAGON RESOURCES INC.
|
|
|
Date: January 25, 2017
|
/s/
Marc Hazout
|
|
By: Marc Hazout, President & CEO
|
-4-