Amended Current Report Filing (8-k/a)
June 08 2017 - 3:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 25, 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 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).
Pursuant 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.
- 2 -
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 assist us in developing our conclusion on
certain identified issues for the 2015 restated consolidated financial
statements, and in our review of the quarterly consolidated financial statements
for the periods ended March 31, 2016, June 30, 2016 and September 30, 2016, the
consolidated financial statements for the year ended December 31, 2016, and the
quarterly consolidated financial statements for the periods ended March 31, 2017
and June 30, 2017 for Sanhe Sino-Top Resources & Technologies.
- 3 -
SIGNATURES
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: June 8, 2017
|
/s/
Marc Hazout
|
|
By: Marc Hazout, President & CEO
|
- 4 -