Silver Dragon Resources Inc.: Exhibit 10.1 - Prepared by TNT Filings Inc.



 



English version for informative purposes

ASSIGNMENT OF RIGHTS OF MINING CONCESSIONS AGREEMENT 
ENTERED INTO BY AND BETWEEN MR. JAIME MUGUIRO PEÑA APPEARING IN HIS OWN
RIGHT, 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 GALVÁN PASTORIZA, HEREINAFTER REFERRED TO AS THE ASSIGNEE,
PURSUANT TO THE FOLLOWING
RECITALS AND CLAUSES:


RECITALS


I. The 
ASSIGNOR 
declares:


  a)
  To be Mexican, over age, married under the separate property regime, as
  evidenced with the marriage certificate attached to this Agreement as 
  Attachment "A", registered before the Federal Taxpayer's Registry under
  number MUPJ 341006 001.

  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 in case it be necessary, by
  their name, and which title certificates are attached to this Agreement as 
  Attachment "B" pages from 1 to 9:



"MINA
PIÑA", mining concession of
exploitation, title certificate 191775, issued on December 19, 1991, located at
the Guadalupe Victoria Municipality, Durango, with an area of 17.0230 hectares
registered under number 715 to pages 180 of volume 262 of the PMR.

"PIÑA
NUEVA", mining concession of
exploitation, title certificate 186434, issued on March 30, 1990, located at the
Guadalupe Victoria Municipality, Durango, with an area of 12.7285 hectares
registered under number 334 to pages 84 of volume 255 of the Mining Acts,
Agreements and Arrangements Book of the PMR.

"LULU",
mining concession of exploitation, title certificate 193482, issued on December
19, 1991 located at the Guadalupe Victoria Municipality, Durango, with an area
of 8.3593 hectares registered under certificate 2 of volume 267 of the General
Book of Mining Concessions of the PMR.

"VICTORIA
IV", mining concession of
exploitation, title certificate 213288, issued on April 9, 2001, located at the
Guadalupe Victoria Municipality, Durango, with an area of 9 hectares registered
under number 228 to pages 114 of volume 318 of the PMR.


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"LA
MURALLA", mining concession
of exploitation, title certificate 214313, issued on September 5, 2001, located
at the Guadalupe Victoria Municipality, Durango, with an area of 39.0993
hectares registered under number 173 to pages 87 of volume 321 of the PMR.

"JOSEFINA
GRITSSMAN", mining
concession of exploitation, title certificate 196146, issued on July 12, 1993,
located at the Guadalupe Victoria Municipality, Durango, with an area of 26.4430
hectares registered under number 6 to pages 3 of volume 271 of the PMR.

"VICTORIA
I", mining concession of
exploitation, title certificate 193483, issued on December 19, 1991, located at
the Guadalupe Victoria Municipality, Durango, with an area of 189.3333 hectares
registered under certificate number 3 of volume 267 of the General Book of
Mining Concessions of the PMR.

"VICTORIA
III", mining concession of
exploitation, title certificate 224682, issued on May 30, 2005, located at the
Guadalupe Victoria Municipality, Durango, with an area of 990.3875 hectares
registered under number 102 to pages 51 of volume 350 of the PMR.

"LA
FE II", mining concession of
exploitation, title certificate 209851, issued on _____, ___ ______, located at
the Guadalupe Victoria Municipality, Durango, with an area of 61.6724 hectares
registered under number ___ to pages __ of volume ___ of the PMR.


  c)
  That as of January 27, 2006 he filed before the General Direction of Mines (Dirección
  General de Minas) a Request for the Exploration Concession under registry
  number 02532409 upon the lot known as "GUADALUPE",
  located at the Guadalupe Victoria Municipality, state of Durango, with a
  surface of 9 hectares (the "Procedure Request") which is attached to
  this Agreement as Attachment "C", for which he states that once said
  concession is authorized by the General Direction of Mines the ASSIGNOR will
  sign the necessary documents to assign the same in favor of the ASSIGNEE by
  means of the corresponding Assignment Agreement, which shall be signed and
  ratified by the parties before a Notary Public (substantially, under the same
  terms and conditions stated in this Agreement) within 5 business days
  following to the authorization of the Procedure Request by the General
  Direction of Mines.

  d)
  That 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 attached herein as Attachment "D", by means of which the validity
  and good legal standing of the CONCESSIONS is assured.

  e)
  That the CONCESSIONS are in compliance with the payments of the superficial
  duties up until the second semester of 2005, attaching to this Agreement
  evidence of payment of such duties from the first semester of 2000 up until
  the second semester of 2005, as Attachment "E".




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  f)
  That as of the date of execution of this Agreement it has not assigned, sold,
  encumbered 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.

  g)
  That the landmarks which 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.

  h)
  That by virtue of the mining activities, including the exploitation developed
  upon the lots provided by the CONCESSIONS, it is in full compliance with the
  Mining Laws, including in a non-restrictive manner, in compliance with his
  labor and tax obligations.

  i)
  That on 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 kind in connection to the lots provided by the CONCESSIONS, as
  well as in connection with the activities carried out over them, and that has
  no knowledge of any reason for which such orders, requests or claims could be
  issued by any authority or third parties.

  j)
  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 of that nature over the areas were the
  lots provided by the CONCESSIONS, has been received by the ASSIGNOR.

  k)
  That it has obtained and holds effective authorizations required to carry out
  works in the lots provided by the CONCESSIONS, stating that no right in favor
  of third parties exists upon the land plots 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 kind exits, which could affect the validity of the CONCESSIONS which
  provides the lots or which could involve or affect the ASSIGNEE in any way.

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

  m)
  That by virtue of the assignment of CONCESSIONS under this Agreement, the
  ASSIGNOR wishes to execute with the ASSIGNEE an Asset Purchase Agreement upon
  the assets related and described in Attachment "F" of this Agreement
  and once the consideration price agreed upon in the Second Clause is fully
  paid by the ASSIGNEE.




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  n)
  That it acknowledges that the CONCESSIONS known as 
  "LULU" and "LA FE II", 
  to the date of execution of this
  Agreement, are registered before the PMR under the ownership of Jeorgina
  Huerta Ramirez, stating that as of January ___, 2006 it executed certain
  Assignment Agreements with Jeorgina Huerta Ramirez as Assignor, upon said
  concessions, which at this Agreement's execution date are in process of
  registration before the PMR, attaching copy of such Assignment Agreements
  herein as Attachment "G".



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, and that it is in registration process
  before Public Mining Registry.

  b)
  That Mr. Juan Carlos Alberto 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, not having these authorities revoked
  or limited in any manner as of the date of execution of this Agreement.

  c)
  That after having carried out the necessary research to determine the legal
  status of the CONCESSIONS before the PMR it wishes to acquire, as Assignee,
  the CONCESSIONS, in their current status and subject to the strict compliance
  of all terms and conditions of this Agreement, as well as to the validity of
  all the stated recitals by the ASSIGNOR in this Agreement in connection with
  the CONCESSIONS, and subject to the fact that the assignments in favor of
  ASSIGNOR upon the concessions known as 
  "LULU" and "LA FE II" 
  effectively are registered before the
  PMR.

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

  e)
  That it wishes to acquire as ASSIGNEE the lot known as 
  "GUADALUPE",
  once that it is approved by the General Direction of Mines and subject to the
  execution of the corresponding Assignment Agreement, pursuant to the terms of
  this Agreement.

  f)
  That it wishes to purchase from ASSIGNOR the Assets of which it is the owner
  listed in Attachment "F" of this Agreement, subject to the execution of
  the corresponding Asset Purchase Agreement, once the consideration stated in
  the Second Clause is totally paid by the ASSIGNEE.




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


CLAUSES

FIRST. ASSIGNMENT OF CONCESSIONS. 
The ASSIGNOR hereby assigns with
reservation of title until payment in full to ASSIGNEE, who acquires for itself,
free from all liens, 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 correspond.

Likewise, the ASSIGNOR commits to
simultaneously assign to ASSIGNEE, without any exception nor limitation, all
rights that he should have to enter into 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 of the assignment of rights referred to in the aforementioned First
Clause, the total amount of $799,000.00 American Dollars, (Seven Hundred
Ninety-Nine Thousand dollars 00/100 Legal Currency in the United States of
America) plus the corresponding Value Added Tax ("VAT") resulting in the amount
of $119,850.00 American Dollars (One Hundred Nineteen Thousand Eight Hundred
Fifty Dollars 00/100 Legal Currency in the United States of America).

Consequently, the parties agree that the
amount referred to in the aforementioned paragraph shall be paid by ASSIGNEE to
the ASSIGNOR on the dates and in the amounts that are hereinafter provided and
once the corresponding invoices are delivered, which shall meet the applicable
fiscal requirements:


  
  (a) At the ratification of this Assignment Agreement, the amount of
  $100,000.00 American Dollars (One Hundred Thousand 00/100 Dollars Legal
  Currency in the United States of America) plus VAT.

  
  (b) At the 6 (six) months after the date in which this Agreement is ratified
  before Notary Public, the amount of $100,000.00 American Dollars (One Hundred
  Thousand 00/100 Dollars Legal Currency in the United States of America) plus
  VAT.

  
  (c) At the 12 (twelve) months after the date in which this Agreement is
  ratified before Notary Public, the amount of $100,000.00 American Dollars (One
  Hundred Thousand 00/100 Dollars Legal Currency in the United States of
  America) plus VAT.




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  (d) At the 24 (twenty-four) months after the date in which this Agreement is
  ratified before Notary Public, the amount of $200,000.00 American Dollars (Two
  Hundred Thousand 00/100 Dollars Legal Currency in the United States of
  America) plus VAT.

  
  (e) At the 36 (thirty-six) months after the date in which this Agreement is
  ratified before Notary Public, the amount of $299,000.00 American Dollars (Two
  Hundred Ninety-Nine Thousand 00/100 Dollars Legal Currency in the United
  States of America) plus VAT.



ASSIGNEE may either pay such amounts in USA
Dollars, 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 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 corresponding VAT corresponding to
each payment will be added.


THIRD.- RESERVATION OF DOMAIN UNTIL PAYMENT IN FULL. 
ASSIGNOR, pursuant to Article 2193 of the Civil Code for the State of Durango
and its correlatives of the civil codes of the states of the Mexican Republic,
retains a RESERVATION OF
DOMAIN UNTIL PAYMENT IN FULL of the rights derived of the CONCESSIONS, as
long as the consideration stated in the aforementioned Second Clause is not
fully paid, such will be stated in the Public Mining Registry and once the total
agreed price is paid, ASSIGNOR shall deliver to ASSIGNEE, with no delay, a
letter stating the full payment of the consideration, which shall be duly
ratified before notary public so the ASSIGNEE may appear before such Public
Mining Registry for the cancellation of the reservation of domain. It is
expressly agreed upon that as long as the term to pay the consideration for the
CONCESSIONS subject matter of this Agreement is not mature, ASSIGNOR may not
transfer, encumber, nor make any kind of disposition over them, except for that
stated in the Eighth Clause and besides the corresponding registration of
assignment of rights, a preventive annotation stating that a RESERVATION OF
DOMAIN UNTIL PAYMENT IN FULL to the ASSIGNEE exists pursuant to that stated in
Article 2194 of the Civil Code of the State of Durango and its correlatives of
the other states of the Mexican Republic.

FOURTH. COSTS. ASSIGNEE shall bear all
expenses regarding registration fees and notary fees in connection with the
legalization of this Agreement.

Each party shall pay its respective legal and
accounting fees and expenses, and any other professional service expense carried
out in the negotiation and execution of this Agreement as well as in the
consummation of the operations herein considered and any other issue related
with the same.


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FIFTH. OBLIGATIONS OF ASSIGNEE. 
By virtue of the rights assigned
herein in favor of the ASSIGNEE and the remaining balance of payment in its
charge, the ASSIGNEE obliges up to the total of the price referred to in the
Second Clause, as follows:



  a)
  Maintain in effect and in its favor the rights of the CONCESSIONS and not
  request reduction or subdivision of the area that comprehend these, nor to
  waive the rights derived from them, without prior written authorization that
  to that effect may grant ASSIGNOR.

  b)
  Maintain the rights derived from the CONCESSIONS, free from any encumbrance or
  liens, affectation or limitation of domain of any nature, with the exception
  of the indicated in the Third Clause of this Agreement.

  c) Pay the
  superficial duties of the concessions subject matter of this Agreement
  pursuant to the Federal Law of Governmental Duties, beginning in the 1st.



Semester of 2006, with the obligation of
delivering the ASSIGNEE to the ASSIGNOR copy of all the corresponding payments,
as well as to comply with all and every one of the obligations stated in the
Mining Law and its Regulation.

SIXTH. ASSIGNORS OBLIGATIONS. 
The ASSIGNOR is 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 requirement
  necessary and exercise all the legal actions that are required, with the
  purpose of obtaining, whenever required, any such authorizations in order for
  the ASSIGNEE to exercise the rights conferred herein;

  b)
  Assist during the term of the Agreement to resolve any contingency that may
  affect the legal status of the CONCESSIONS, and that may prevent or limit to
  exercise the rights herein granted to ASSIGNEE, being the Assignor obliged to
  indemnify and hold harmless the ASSIGNEE, without any limitation whatsoever,
  from any contingency derived from any liability of ASSIGNOR due to causes
  existing prior to the execution of this Agreement, including, without
  limitation, due to hidden liabilities, that result in the filing of claims,
  demands, notices or any other acts, whether of federal, local or municipality
  authorities or of any third party with interest over the CONCESSIONS,
  expressly but not limited to, fiscal, labor, social security, administrative
  or mainly environmental nature with regards to the reps and warranties made by
  the ASSIGNOR in this Agreement, by contingencies that arise from any event of
  default, whether such default is total or partial, in connection with 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
  provided under the CONCESSIONS, as well as by eviction, nullity, revocation or
  loss of the rights granted by the CONCESSIONS due to previous causes to the
  execution of this Agreement or in the event that the Authority does not
  authorize the registration of this assignment;




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  c)
  Assign the CONCESSIONS to the ASSIGNEE free from all charges, liens,
  encumbrances, according to the provisions of this Agreement and the recitals
  of the ASSIGNOR, save for that stated in the Third Clause of this Agreement;

  d)
  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, derived from all those acts carried out by
  ASSIGNOR in the CONCESSIONS prior to the execution date of this Agreement and
  by those exploration works that pursuant with the Eighth Clause of this
  Agreement the ASSIGNOR may carry out.

  e)
  Carry out all necessary actions, and in the given case, sign, prove and comply
  with any other necessary requirement to obtain the registration in its favor
  (as Assignee and Titleholder) before the PMR of the Concessions named 
  "LULU" and "LA FE II".

  f)
  Carry out all necessary actions and make the best efforts, cooperating,
  assisting and executing any act, document, requirement or formal request to
  obtain from the General Direction of Mines, the Concession title over the lot
  named "GUADALUPE"
  within 6 months after the
  ratification of this Agreement.

  g)
  Sign and execute with ASSIGNEE the Assignment of Rights over Mining Concession
  Agreement upon the concession title named 
  "GUADALUPE" 
  (substantially, under the same terms
  and conditions stated herein) within the next 5 business days following the
  authorization of the Procedure Request by the General Direction of Mines. The
  aforementioned, to carry out its transfer in favor of the ASSIGNEE free from
  any encumbrance or domain limitation, as the consideration agreed upon herein
  includes the transfer of said concession in favor of ASSIGNEE.

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



SEVENTH. In this act, ASSIGNOR appoints
as its successor, in case of death or disability, Jaime Muguiro Muñoz, regarding
all and each one of the rights and obligations acquired by means of the
execution of this Agreement, therefore, herein, the ASSIGNEE acknowledges Jaime
Muguiro Muñoz as successor of the ASSIGNOR, in which case, all and each one of
the payments referred to in the above Second Clause, shall be performed in favor
of Jaime Muguiro Muñoz, in the terms referred to in this Clause and Second
Clause of this Agreement, therefore, in its case Jaime Muguiro Muñoz will be
subrogated without any limitation, respect to all and any each one of the
obligations acquired by


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ASSIGNOR due to the execution of this Agreement.
Notwithstanding the above, the ASSIGNOR by means of the execution of this
Agreement acknowledges that he will legalize this provision through a will
according to the applicable civil law, so it should cause all legal effects in
case of ASSIGNOR'S death.


EIGHTH.- LIMITED RIGHT OF EXPLOITATION.
The parties agree that during the validity of this Agreement and while the price
referred to in the Second Clause of this Agreement has not been fully paid by
the ASSIGNEE, ASSIGNOR, or in its case Mr. Jaime Muguiro Muñoz as successor of
the ASSIGNOR, will have the right of continue with the exploration through
direct works in the lots provided in the CONCESSIONS in a temporary manner,
according to the following.


  a)
  ASSIGNOR, shall employ its own personnel or contractors in order to continue
  with the exploration of the lots provided in the CONCESSIONS through direct
  labor, acknowledging in this act that he will assume all the labor, fiscal and
  social security responsibilities regarding the personnel employed by it and
  its case before the labor union and before any labor, fiscal and Mexican
  Social Security authorities and any other responsibility derived from the
  exploitation performed by the ASSIGNOR.

  b)
  By virtue of the exploration works that the ASSIGNOR may perform in the lots
  provided in the CONCESSIONS, the ASSIGNOR shall to not modify or change in any
  manner the physical characteristics of the same, including in a general and
  not restrictive manner, its legal condition.

  c)
  By means of the exploration works that ASSIGNOR performs in the lots provided
  in the CONCESSIONS, ASSIGNOR may dispose of up to 30 (thirty) daily tons of
  ore, while the price referred to in the Second Clause of this Agreement has
  not been fully paid by the ASSIGNEE.

  d)
  The parties agree that even though the ASSIGNOR will continue in a temporary
  manner with the exploration of the lots comprehended in the CONCESSIONS, such
  circumstance will not restrict the ability of the ASSIGNEE for the performance
  of its own activities of exploration and exploitation, agreed that any tonnage
  that may be disposed by the ASSIGNEE, will remain exclusively in favor of the
  ASSIGNEE, without any right of the ASSIGNOR to receive any compensation or
  payment for such reason.

  e)
  ASSIGNOR waives the temporary right to explore the lots provided by the
  CONCESSIONS and will not carry out any activity upon such lots at the time
  when the ASSIGNEE fully pays the consideration price stated in the Second
  Clause of this Agreement, being ASSIGNOR bind to deliver a detailed report to
  ASSIGNEE with the result of its activities, the status of the lots provided in
  the CONCESSIONS and to immediately remove any material, tools and machinery
  that was used by ASSIGNOR, its employees and contractors, for the carrying out
  of temporary exploration activities over the lots.




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NINTH. DEFAULT. Notwithstanding any
provision contrary agreed upon in this Agreement, if any party is or incurs in
default (the "Party in Default"); with regards to any obligation established in
this Agreement, the party affected by said default (the "Affected Party"), may
file a notice in writing specifying the nature of the default (the "Default
Notice") to the Party in Default, with the purpose of:


  a)
  Within the following 5 (five) business days as of the receipt of the Default
  Notice (whenever it refers to the non payment of any such amounts that have to
  be paid in the terms of this Agreement) the Party in Default: (i) must pay the
  total of the amounts due to the Affected Party, or (ii) evidence that said
  amounts have been paid;

  b)
  Within the following 15 (fifteen) natural days as of the receipt of the
  Default Notice (whenever it refers to the diverse defaults not regarding non
  payment) the Party in Default must amend such default, whenever it is
  reasonable for it to be amended within said period.



Both ASSIGNEE and ASSIGNOR agree that once the
indicated terms have elapsed for any type of default, without the Party In
Default amending it, the Affected Party will have the right to request the early
termination of the Agreement regarding its Second Clause and the termination of
the Agreement, without the need of delivering any notice in writing or the need
of a judicial statement.

TENTH. EARLY TERMINATION OF THE AGREEMENT.
The ASSIGNOR may accelerate the term for the payment of the remaining balances
referred in the Second Clause, being able to demand the same or terminate this
Agreement in the following cases:


  a)
  Failure to pay any of the consecutive payments established in the Second
  clause of this Agreement and having delivered the Default Notice, the payment
  was not evidenced or carried out within the terms established herein.

  b)
  If the ASSIGNEE imposes encumbrances over the CONCESSIONS.



It is expressly understood that, in case that
the ASSIGNEE early terminates this Agreement for causes not attributable to
ASSIGNOR, or if the early termination occurs pursuant to this Tenth Clause, all
of the amount that the ASSIGNOR may have received up until the date when the
termination notice is presented, will remain in favor of the ASSIGNOR as earnest
money and, for such reason, the ASSIGNOR will have no obligation to return any
amount to ASSIGNEE.

Notwithstanding the aforementioned, parties
agree that ASSIGNEE may retain any consecutive payment pursuant to the Second
Clause of this Agreement by virtue of any default of ASSIGNOR in the terms of
this Agreement, specially for default of any of the obligations assumed in the
Sixth Clause of this Agreement, agreeing the parties that such 
withholding may last all the time that the
event of default of ASSIGNOR remains uncured and until its total and final
repair.


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This Agreement may be terminated by ASSIGNEE
at any time during the effectiveness of the same if a notice is delivered to
ASSIGNOR in a written and convincing manner, having a term of 60 calendar days
from the date in which the cancellation of the Agreement notice to remove any
equipment or machinery of it property, leaving as a benefit of the concessions
the permanent works that may have been carried out.

In case of an early termination, the ASSIGNEE
shall deliver to ASSIGNOR, within a term of 30 (thirty) calendar days following
the termination of this Agreement, a report stating the results of the
exploration operations, which shall include a report concerning the deposits or
ore beds that may be located in the mining concessions, as well as geological,
mining and sample works that may have been carried out, with copies of
geological and topographical blueprints and of the performed perforations.


ELEVENTH. RATIFICATION AND REGISTRATION OF THIS AGREEMENT. The
ASSIGNEE and the ASSIGNOR oblige to ratify the signatures of this Agreement
before Notary Public appointed by the ASSIGNEE. Likewise, the ASSIGNEE expressly
obliges to register in the PMR this Agreement of Assignment of Rights with
reservation of domain, reason for which the ASSIGNOR obliges to fully
collaborate and in good faith, with the purpose that the ASSIGNEE obtains the
registration of the Agreement and the documents derived from it.


TWELFTH. NOTICES AND NOTIFICATIONS. For
the receipt of the notices and notifications, that pursuant to this Agreement
shall the parties deliver, the ASSIGNOR and ASSIGNEE appoint as their domiciles
the following:

THE ASSIGNOR:

Mr. Jaime Muguiro Peña

Circuito Primavera No. 283 

Fraccionamiento Providencia 

Durango, Durango.

México, Zip 34178

THE ASSIGNEE:

Silver Dragon Mining de México, 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


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


THIRTEENTH. GOVERNING LAW AND JURISDICTION.
For all the relative to the interpretation and execution of this Agreement, the
parties shall 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 regarding its present or future domicile.

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


THE ASSIGNOR

MR. JAIME MUGUIRO PEÑA

THE ASSIGNEE

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

BY: Mr. Lic. Juan Carlos Alberto Galvan Pastoriza


 


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ATTACHMENT "A"

MARRIAGE CERTIFICATE OF MR. JAIME MUGUIRO PEÑA


 

 

 

 

 

 

 


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ATTACHMENT "B" 

Folios from 1 to 9 

Titles of the Mining Concessions


"MINA
PIÑA", mining concession of exploitation title 191775. 

"PIÑA NUEVA",
mining concession of exploitation title 186434. 

"LULU", mining
concession of exploitation, title 193482. 

"VICTORIA IV",
mining concession of exploitation, title 213288. 

"LA MURALLA",
mining concession of exploitation, title 214313. 

"JOSEFINA GRITSSMAN",
mining concession of exploitation, title 196146. 

"VICTORIA I",
mining concession of exploitation, title 193483. 

"VICTORIA III",
mining concession of exploitation, title 224682. 

"LA FE II",
mining concession of exploitation, title 209851


 


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ATTACHMENT "C"

EXPLORATION CONCESSION REQUEST UNDER REGISTRY NUMBER

02532409 OVER LOT KNOWN AS "GUADALUPE"


 

 

 

 

 

 

 

 


15




ATTACHMENT "D"

EVIDENCE ISSUED BY THE PUBLIC MINING REGISTRAR PURSUANT

TO ARTICLE 23 OF THE MINING LAW


 

 

 

 

 

 

 


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ATTACHMENT "E"

EVIDENCE OF THE SUPERFICIAL DUTIES PAYMENTS OF THE AREAS 

OVER THE CONCESSIONS AS OF THE FIRST SEMESTER OF 2000 UNTIL

THE SECOND SEMESTER OF 2005

 

 

 

 

 

 

 


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ATTACHMENT "F"

LIST OF ASSETS TO BE PURCHASED BY ASSIGNEE FROM ASSIGNOR BY

MEANS OF THE EXECUTION OF AN ASSET PURCHASE AGREEMENT

 

 

 

 

 

 

 

 


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ATTACHMENT "G"

ASSIGNMENT AGREEMENT EXECUTED BY AND BETWEEN
MRS. JEORGINA HUERTA RAMÍREZ AND MR. JAIME MUGUIRO PEÑA UPON THE CONCESSION
KNOWN AS "LULU"

ASSIGNMENT AGREEMENT EXECUTED BY AND BETWEEN
MRS. JEORGINA HUERTA RAMÍREZ AND MR. JAIME MUGUIRO PEÑA UPON THE CONCESSION
KNOWN AS "LA FE II"

 

 

 

 

 

 

 


19