Silver Dragon Resources Inc. - Exhibit 10.3 - Prepared By TNT Filings
Inc.




 



English version for informative purposes


ASSIGNMENT AGREEMENT OF MINING CONCESSIONS
ENTERED INTO BY AND BETWEEN MR. RAMON TOMAS DAVILA FLORES IN HIS OWN
RIGHT, WITH THE APPEARANCE OF HIS WIFE MRS. BELINDA ELIZONDO MALTOS, HEREINAFTER
REFERRED TO AS THE ASSIGNOR AND THE MINING COMPANY SILVER DRAGON
MINING DE MEXICO, S.A. DE C.V., REPRESENTED HEREIN BY MR. JUAN CARLOS
ALBERTO GALVAN PASTORIZA, HEREINAFTER REFERRED TO AS THE ASSIGNEE,
PURSUANT TO THE FOLLOWING RECITALS AND CLAUSES:


RECITALS


I. The ASSIGNOR declares:


  a)
  To be a Mexican nationality, over age, married under the marital property
  regime with Mrs. Belinda Elizondo Maltos, as evidenced through marriage
  certificate attached to this Agreement, and registered before the Federal
  Taxpayer's Registry under number DAFR 530530.

  b)
  To be the lawful and sole holder of the rights derived from the mining
  concessions which are hereinafter described, which are duly registered before
  the Public Mining Registry ("PMR") and which will hereinafter be jointly
  referred to as the "CONCESSIONS" and individually, when necessary, by their
  name, and whose title certificates are attached to this Agreement as 
  Attachment "A" files 1 to 5:



"EL SANTO NIÑO", mining concession of
exploitation, title certificate 167210, issued on October 22, 1980, located at
the Guadalupe Victoria Municipality, Durango, with an area of 3.3210 hectares
registered under number 610 to pages 153 of volume 220 of the PMR.

"MARIA LUISA", mining concession of
exploitation, title certificate 167211, issued on October 22, 1980, located at
the Guadalupe Victoria Municipality, Durango, with an area of 9.8529 hectares
registered under number 141 to pages 66 of volume 1 of the Mining Acts,
Agreements and Arrangements Book of the PMR.

"AMPLIACION DEL SANTO NIÑO", mining
concession of exploitation, title certificate 167212, issued on October 22, 1980
located at the Guadalupe Victoria Municipality, Durango, with an area of 2.1352
hectares registered under number 612 to pages 154 of volume 220 of the PMR.

"EL REFUGIO", mining concession of exploitation, title
certificate 167908, issued on December 16, 1980, located at the Guadalupe
Victoria Municipality, Durango, with an


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area of 6.9521 hectares registered under number 206 to pages
52 of volume 223 of the General Concessions Book of the PMR.

"LA BOCONA", mining concession of
exploitation, title certificate 164061, issued on February 21, 1979 located at
the Guadalupe Victoria Municipality, Durango, with an area of 9.0000 hectares
registered under number 581 to pages 146 of volume 216 of the PMR.


  c)
  That the CONCESSIONS were acquired by ASSIGNOR by means of the execution of
  the following assignment agreements: (i) Assignment Agreement of Mining
  Concessions entered by the ASSIGNOR (as Assignee) with Mr. Santiago Valdez
  Cavazos, with the acceptance of his wife Mrs. Victoria Segovia, in the city of
  Durango, Durango, as of July 21, 2004, regarding the CONCESSIONS named as "EL
  REFUGIO" and "LA BOCONA", which was ratified by the parties on the same date,
  before Notary Public Number 10 of the Judicial District of Viesca, and
  registered in the PMR under number 262 to pages 176 of volume 17 of the Mining
  Acts, Agreements and Arrangements Book, as of December 10, 2004; (ii)
  Assignment Agreement of Mining Concessions entered into by the ASSIGNOR (as
  Assignee) with Mr. Jorge Manuel Villa Marin (hereinafter referred to jointly
  with Mr. Santiago Valdez Cavazos as the "Original Holders"), with the
  acceptance of his wife Mrs. Irma Ramirez de Villa, in the City of Durango,
  Durango, as of July 21, 2004, regarding the CONCESSIONS named "EL SANTO NIÑO",
  "MARIA LUISA" and "AMPLIACION DEL SANTO NIÑO", which as ratified by the
  parties on the same date before Notary Public Number 10 of the Judicial
  District of Viesca, and registered in the PMR under number 261 to pages 176 in
  front of volume 17 of the Mining Acts, Agreements and Arrangements Book, as of
  December 10, 2004 ("Original Assignment Agreements").

  d)
  That due to the condition precedents stated in the last paragraph of the
  respective Second Clauses of the Original Assignment Agreements, the ASSIGNOR
  granted in favor of the Original Holders a Mortgage in First Place and Degree
  over the CONCESSIONS in order to guarantee the fulfillment of the payment
  obligations contained in Second Clause of the Original Assignment Agreements,
  existing to this date an unpaid balance in favor of the Original Holders in
  the amount of USD$150,000.00 American Dollars (One Hundred Fifty Thousand
  Dollars Legal Currency in the United States of America 00/100) plus VAT, which
  was subject to a discount of USD$30,000.00 American Dollars (Thirty Thousand
  Dollars Legal Currency in the United States of America 00/100) (the "Unpaid
  Balance").

  e)
  The aforementioned mortgage was granted by the ASSIGNOR (as Assignee and
  Mortgagor) before Notary Public Number 11 of the City of Durango, as of
  September 23, 2004, which was registered in the PMR under number 8 to page 5 t
  of volume 18 of the Mining Acts, Agreements and Arrangements Book, as of
  January 10, 2005 (the "Mortgage Guaranty").

  f) That with the
  payment of the consideration that is stated in section a) of Second Clause
  herein, the ASSIGNOR is bind to pay the Unpaid Balance to the Original




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  Holders and carry out the procedures
  to release and cancel the Mortgage Guaranty simultaneously at the execution of
  this Agreement.

  g)
  That, except for the Mortgage Guaranty, the CONCESSIONS are free from liens or
  domain limitations and are in compliance with the obligations stated in the
  Mining Law and its Regulation, reason for which the certificates mentioned in
  Article 23 of the Mining Law are herein attached as Attachment "B", by means
  of which the validity and good legal standing of the CONCESSIONS is evidenced.

  h)
  That the CONCESSIONS are in compliance with the payments of the superficial
  duties up until the second semester of 2005, attaching to this Agreement, as
  Attachment "C", the receipts of payment of such superficial duties for the
  last five years and until the second semester of 2005.

  i)
  That as of the date of execution of this Agreement it has not assigned, sold,
  encumbered in any other way different to the Mortgage Guaranty nor promised to
  assign, sell or encumber the rights derived from the CONCESSIONS and that it
  has not acquired from third parties any obligations, and that no restriction
  provided by the Mining Law and its Regulation exists which prevents him from
  executing this Agreement.

  j)
  That the landmarks that indicate the starting point of each one of the lots
  provided by the CONCESSIONS are in good state of conservation, and were built
  according to the terms of the Mining Law and kept in the same place previously
  approved by the mining authorities.

  k)
  That by virtue of the mining activities, including the exploitation, performed
  over the lots provided by the CONCESSIONS, it is in full compliance with the
  Mining Laws, including in a non limited manner, in compliance with labor, tax
  and environmental obligations.

  l)
  That to the date of execution of this Agreement, there exist no effective or
  ongoing orders, requests or claims, regarding environmental issues or of any
  other legal nature in connection with the lots provided by the CONCESSIONS, as
  well as in connection with the activities carried out over them, and has no
  knowledge of any reason by which such orders, requests or claims could be
  issued by any authority or third parties.

  m)
  That the lots provided by the CONCESSIONS are not located within natural
  protected areas nor within environmental reservations, whether of Federal or
  Local jurisdiction, and that no notice or communication regarding a
  prospective creation of a reservation over the areas were the lots has been
  received by the ASSIGNOR.

  n) That it has
  obtained and holds all effective authorizations required to carry out works in
  the lots provided by the CONCESSIONS, stating that no right in favor




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  of third parties
  exists over the lots which may imply the need for authorization of any third
  party for such works; therefore, as of the date of execution of this
  Agreement, no environmental contingency nor of any other legal nature exists
  which could affect the validity of the CONCESSIONS or which could involve or
  affect the ASSIGNEE in any way.

  o)
  That it has not incurred nor given reason to incur in any event of nullity,
  cancellation, suspension or non-subsistence of the rights referred to by the
  Mining law in connection with the CONCESSIONS.

  That derived from the assignment of
  CONCESSIONS under this Agreement, the ASSIGNOR wishes to execute
  simultaneously and separately with the ASSIGNEE an Asset Purchase Agreement
  regarding the assets related and described in Attachment "D" herein.




II. The ASSIGNEE declares:


  a)
  That it is a Mexican Mining Company duly incorporated and existing under the
  Federal laws of the Mexican Republic and registered in the Public Registrar of
  Commerce of the city of Durango, State of Durango, under mercantile file
  number 250, dated January 19, 2006, which due to its recent granting is in
  registration process before the Public Register of Mining.

  b)
  That Mr. Carlos Galvan Pastoriza is the Legal Representative of the ASSIGNEE
  with sufficient authorities to represent it and bind it in the terms and
  conditions of this Agreement, which have not been revoked nor limited in any
  manner as of the date of execution of this Agreement.

  c)
  That it wishes to acquire as Assignee the CONCESSIONS, subject to the strict
  compliance of all terms and conditions of this Agreement, including that the
  Mortgage Guaranty is effectively released and cancelled by the ASSIGNOR
  simultaneously at the time of execution of this Agreement, as well as to the
  validity of all the recitals stated by the ASSIGNOR in this Agreement in
  connection with the CONCESSIONS.

  d) That it has all
  necessary means to acquire the CONCESSIONS as assignee, under the terms and
  conditions of this Agreement.



That it wishes to purchase from ASSIGNOR the
assets related and described in Attachment "D" herein, subject to the
execution of the Asset Purchase Agreement herein and separately.


  Pursuant to the aforementioned recitals, the parties agree
  to grant the following:




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CLAUSES

FIRST. ASSIGNMENT OF CONCESSIONS. The
ASSIGNOR hereby assigns to ASSIGNEE, who acquires for itself, free from all
liens and/or domain limitations, in compliance with any payment regarding taxes,
levies, government superficial duties, the totality of the rights derived from
the CONCESSIONS, with all which by de facto and by law corresponds.

Likewise, the ASSIGNOR commits to
simultaneously assign to ASSIGNEE, without any exception nor limitation, all
rights that he has to access the lots provided by the CONCESSIONS, such as
rights over lease agreements, gratuitous loans, land expropriation, temporary
occupancies, licenses, permissions, easements or any permissions or
authorizations, whether written or verbal, equivalents which, in a general
manner, allow mining works and mine exploitation.

SECOND. CONSIDERATION. Parties agree as
price for the assignment of rights referred to in the aforementioned First
Clause, the total amount of $245,000.00 American Dollars, (Two Hundred
Forty-Five Thousand dollars 00/100 Legal Currency in the United States of
America) plus the corresponding Value Added Tax ("VAT") resulting in the amount
of $36,750.00 American Dollars (Thirty-Six Thousand Seven Hundred and Fifty
Dollars 00/100 Legal Currency in the United States of America), amount that
shall be paid by the ASSIGNEE to the ASSIGNOR in a single payment delivering
therefore the corresponding invoices which shall meet the applicable fiscal
requirements.

Therefore, ASSIGNEE pays ASSIGNOR, and
ASSIGNOR receives to its full satisfaction at the date of ratification of this
Assignment Agreement, the amount of $245,000.00 American Dollars, (Two Hundred
Forty-Five Thousand dollars 00/100 Legal Currency in the United States of
America), plus VAT, as payment of the assignment of rights.

All amounts referred to in American Dollars in
this Agreement, are understood to be dollars of the United States of America,
and the ASSIGNEE may either pay such amounts in that currency, or in its
equivalent in national currency on the payment date, pursuant to Article 8 of
the Monetary Law, according to the exchange rate published by the Bank of México
applicable to settle debts acquired in foreign currency and which should be
published at The Federation's Official Gazette the day prior to the date in
which the payment should be carried out, moreover, to the amounts to be paid in
accordance to these Agreements, the Value Added Tax corresponding to each
payment shall be added.

THIRD.- CANCELLATION OF THE MORTGAGE
GUARANTY. Since simultaneously to the execution of this Agreement, the
ASSIGNOR has paid the Unpaid Balance to the Original Holders, ASSIGNOR is
obliged to request and obtain the cancellation of the Mortgage Guaranty before
the Notary Public of its choice and to carry


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out within the next five (5) business days as of the execution
of this Agreement, the cancellation of the Mortgage Guaranty before the PMR.

The parties agree that any delay of ASSIGNOR
to carry out the release and cancellation of the Mortgage Guaranty will be a
cause of default of this Agreement, being liable up to the amounts that as of
the date of such default have been received by the ASSIGNOR as price plus
applicable losses and damages that have been caused to the ASSIGNEE by virtue of
such default.

FOURTH. COSTS. The expenses, taxes,
fees and duties caused by this assignment of rights shall be covered by the
party that according to the applicable law must cover them. Nevertheless, the
parties agree that all costs, fees and duties that are caused or shall be caused
by virtue of the cancellation and release of the Mortgage Guaranty will be
exclusively paid by ASSIGNOR.

FIFTH. ASSIGNORS' OBLIGATIONS. The ASSIGNOR will be
obliged to:


  a)
  Provide to the ASSIGNEE all the information that is requested and that it has
  in its power, as well as to sign, evidence, comply with any other necessary
  requirement and exercise all the legal actions that are required, with the
  purpose of obtaining, whenever required, any such authorizations for the
  ASSIGNEE to exercises the rights conferred herein;

  b)
  File and execute before Notary Public, to its entire cost, the release and
  cancellation of the Mortgage Guaranty, as well as to file for the cancellation
  of its registration before the PMR within the term stated in the Third Clause
  of this Agreement.

  c)
  Assist to solve any contingency that may affect the legal status of the
  CONCESSIONS, and that may prevent, limit or hinder the enforcement of the
  rights herein granted to ASSIGNEE, being compelled to release the ASSIGNEE and
  holding it harmless from any liability and to indemnify it without any
  limitation whatsoever in connection with any liability derived from claims,
  demands, notices or any other acts, whether of Federal, State or Local
  authorities or of any third party with interests over the CONCESSIONS, without
  limitation, of any fiscal, labor, social security, administrative or mainly
  environmental nature with regards to the representations made by the ASSIGNOR
  in this Agreement, by contingencies that arise from any event of default,
  whether total or partial, regarding the obligations assumed by the ASSIGNOR by
  virtue of the CONCESSIONS or regarding the activities and operations that were
  carried out by ASSIGNOR over the lots, as well as by eviction, nullity,
  revocation or loss of the rights that the CONCESSIONS due to causes that are
  triggered prior to the execution of this Agreement or if the competent
  authority does not authorize the registration of this assignment;



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  d)
  Assign the CONCESSIONS to the ASSIGNEE free from all charges, liens,
  encumbrances or limitations of domain of any kind, according to the provisions
  of this Agreement and the recitals of the ASSIGNOR;

  e)
  Assume and comply with its obligations of labor, social security and fiscal
  nature, as well as any other applicable, regarding its own workers and
  contractors, obliging to release and hold the ASSIGNEE harmless from any
  claim, demand, accusation or complaint that may arise against it, by the
  workers or contractors of the ASSIGNOR or by the authorities of labor or
  administrative jurisdiction, due to the activities carried out by ASSIGNOR in
  the lots up to the date of execution of this Agreement.

  f)
  Cooperate and assist the ASSIGNEE, whether executing, evidencing, complying
  with any other requirement and exercising all the legal actions which are
  necessary to obtain the registration of this Agreement in the PMR.



SIXTH. DEFAULT. Notwithstanding any
provision in contrary agreed in this Agreement, if the ASSIGNOR or ASSIGNEE
incur in default with regards to any obligation established in this Agreement,
the ASSIGNOR or ASSIGNEE may file a written notice to the other party specifying
the nature of the default ("Default Notice") in order that within the following
15 (fifteen) calendar days as of the receipt of the Default Notice, the
defaulting party repairs such default or deficiency, as long as these may be
reasonably repaired or cured within said term.

Once that the indicated term has elapsed
without having the defaulted party repaired such, the affected party shall have
the right to request the early termination of this Agreement without the need of
delivering any notice by writing nor requiring a judicial resolution.

SEVENTH. ASSIGNOR'S EVENTS OF DEFAULT.
In addition to any other obligation assumed by ASSIGNOR under the terms of this
Agreement, ASSIGNOR will incur in an event of default, in the following cases:


  a)
  Eviction, nullity, revocation or loss of the rights of the CONCESSIONS for
  causes arising prior to the execution of this Agreement or in the event that
  the competent authority does not authorize the registration of this
  assignment;

  b) If the Mortgage
  Guaranty is not filed within the term stated in Clause Third herein or if the
  PMR does not authorize the registration of such cancellation.



As a consequence of the aforementioned, the
ASSIGNOR, in addition to the obligation to release and indemnify the ASSIGNEE
from any expenses that it carries by virtue of ASSIGNOR'S default, the ASSIGNOR
will be obliged to reimburse the ASSIGNEE the amounts that the later paid as a
consequence of the event of default, regardless of the ASSIGNOR'S obligation to
indemnify ASSIGNEE for the losses or damages that have been caused.


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EIGHTH. EVENTS OF DEFAULT OF THE ASSIGNEE.
In addition to other obligations assumed by ASSIGNEE under the terms of this
Agreement, ASSIGNEE will incur in an event of default, when:


  a) In case that
  for any given reason ASSIGNOR does not receive the agreed payment under this
  Agreement.



NINTH. RATIFICATION AND REGISTRATION OF
THIS AGREEMENT. The ASSIGNEE and the ASSIGNOR are bind to ratify the
signatures of this Agreement before Notary Public appointed by the ASSIGNEE,
Likewise, the ASSIGNEE expressly obliges itself to register before the PMR this
Assignment of Rights Agreement, whereby the ASSIGNOR obliges to fully
collaborate in good faith, in order for the ASSIGNEE to obtain the registration
of the Agreement and its ancillary documents.

TENTH. NOTICES AND NOTIFICATIONS. For
the receipt of the notices and notifications under this Agreement, the ASSIGNOR
and ASSIGNEE appoint as their domiciles the following:

ASSIGNOR:

Mr. Ramón Tomas Davila Flores

Ana Leyva 204-4o Floor 

Nueva Vizcaya 

Durango, Durango. 

Zip 34080 

Tel: (618)818-4769


THE ASSIGNEE:

Silver Dragon Mining de Mexico, S.A. de C.V.

Alonso de Pacheco No. 130, 

Del Lago 

Durango, Durango 

México, Zip 34080

Att'n: Lic. Juan Carlos Alberto Galvan Pastoriza

Any party may deliver to the other at any
moment a domicile change notification and as of the acknowledgement of receipt
of said notification, the domicile or domiciles indicated in the notifications
will be considered as the valid domiciles of the party who delivered the
notification.

ELEVENTH. GOVERNING LAW AND JURISDICTION.
For all regarding to the interpretation and performance of this Agreement, the
parties expressly submit to the Federal Laws of the Mexican Republic and the
competent Courts of the city of Durango, State of Durango, waiving to any
jurisdiction that may correspond due to their present or future domiciles.


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The parties execute this Agreement by duplicate in the City of Durango,
Durango, dated March 2, 2006.

THE ASSIGNOR


______________________

MR. RAMÓN TOMAS DAVILA FLORES 

With the consent of his wife.

MRS. BELINDA ELIZONDO MALTOS


THE ASSIGNEE



_______________________________________________ 

SILVER DRAGON MINING DE MEXICO, S.A. DE C.V. 

BY: Mr. Lic. Juan Carlos Alberto Galvan Pastoriza


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ATTACHMENT "A" 

Files from 1 to 5 

Titles of the Mining Concessions


"EL SANTO NIÑO", mining Concession of exploitation,
title 167210.

"MARIA LUISA", mining Concession of exploitation, title
167211.

"AMPLIACION DEL SANTO NIÑO", mining Concession of
exploitation, title 167212.

"EL REFUGIO", mining Concession of exploitation, title
167908.

"LA BOCONA", mining Concession of exploitation, title
164061.

 


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ATTACHMENT "B"

EVIDENCE ISSUED BY THE PUBLIC MINING REGISTRAR PURSUANT

TO ARTICLE 23 OF THE MINING LAW


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ATTACHMENT "C"

EVIDENCE OF PAYMENTS OF SUPERFICIAL DUTIES OF THE AREAS 

OVER THE CONCESSIONS FOR THE LAST FIVE YEARS AND UNTIL THE

SECOND SEMESTER OF 2005


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ATTACHMENT "D"

LIST OF ASSETS TO BE PURCHASED BY ASSIGNEE FROM ASSIGNOR


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