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



 




ASSET PURCHASE AGREEMENT 

THIS AGREEMENT made as of 16th
day of March, 2006 


B E T W E E N: 


  SINO SILVER CORP., a
  corporation incorporated under the laws of the State of Nevada, (hereinafter
  called the "Seller") 



OF THE FIRST PART; 


  and - 

  
  SANHE SINO-TOP RESOURCES AND TECHNOLOGIES,
  LTD., a limited liability company and joint venture
  organized and existing under the laws of the People's Republic of China,
  

  (hereinafter called "Sino-Top") 



OF THE SECOND PART; 



  SILVER DRAGON RESOURCES INC., a
  corporation incorporated under the laws of the State of Delaware, 

  (hereinafter called the "Buyer") 



OF THE THIRD PART. 


ARTICLE 1 

INTERPRETATION 

Section 1.01 Definitions 


Whenever used in this
Agreement, unless there is something in the subject matter or context
inconsistent therewith, the following words and terms shall have the respective
meanings ascribed to them in this Section 1.01: 

"Agreement"
means this Asset Purchase Agreement and all instruments supplemental hereto or
in amendment or confirmation hereof; "hereof", "hereto" and "hereunder" and
similar expressions mean and refer to this Agreement and not to any particular
Article or Section; "Article" or "Section" means and refers to the specified
article or section of this Agreement; 

"Business Day" means any day,
other than a Saturday, Sunday or statutory or civic holiday in the Province of
Ontario or in the United States; 

"U.S. Closing"
means the completion of the sale to, and purchase by the Buyer of, the Purchased
Assets hereunder by the transfer and delivery of all required closing documents
and the payment of the portion of the Purchase Price as required pursuant to
Section 2.02(b); 




"Final Closing"
means the completion of the sale to, and purchase by the Buyer of, the Purchased
Assets hereunder by the transfer and delivery of documents of title thereto and
the payment of the Purchase Price therefore as contemplated hereby; 

"U.S. Closing Date" means the
20th day of May, 2006 or such other Business Day as the Parties may agree as the
date upon which the U.S. Closing shall take place; 

"Closing Time"
means 2:00 o'clock in the afternoon on the U.S Closing Date or the Final Closing
Date (as the case may be) or such other time on such dates as the Parties may
agree as the time at which the Closing shall take place; 

"Parties" means the Seller,
Sino-Top and the Buyer collectively, and "Party" means any one of them; 


"Payment" has the meaning
ascribed thereto in Section 2.02 of this Agreement; 

"Person"
includes an individual, corporation, partnership, joint venture, trust,
unincorporated organization, the Crown or any agency or instrumentality thereof
or any other juridical entity; 

"Purchase Price" means the
purchase price to be paid by the Buyer to the Seller for the Purchased Assets as
provided in Section 2.01 hereof; 

"Purchased Assets" means the
following, as more particularly described in Schedule "B": 


  (a) Sino-Top
  Shares - a sixty percent (60%) equity interest in Sanhe Sino-Top Resources and
  Technologies, Ltd. ("Sino-Top"); 

  
  (b) Contracts - all right, title and interest of the Seller in, to and under,
  and the full benefit of a certain Joint Venture Contract made as of the 27th
  day of January 2005, a copy of which is set out in Schedule "H". 




Section 1.02 Gender and Number 


In this Agreement, words importing the singular
include the plural and vice versa and words importing gender include all
genders. 


Section 1.03 Entire Agreement 


This Agreement, including Schedules
"A" to "K" hereto, together with the agreements and other documents to be
delivered pursuant hereto, constitute the entire agreement between the Parties
pertaining to the subject matter hereof and supersede all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the
Parties and there are no warranties, representations or other agreements between
the Parties in connection with the subject matter hereof except as specifically
set forth herein and therein. No supplement, modification or amendment to this
Agreement and no waiver of any provision of this Agreement shall be binding on
any Party unless executed by such Party in writing. No waiver of any of the
provisions of this 


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Agreement shall be deemed or shall constitute a waiver of any other provision
(whether or not similar) nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided. 




Section 1.04 Article and Section Headings 


Article and Section headings
contained herein are included solely for convenience, are not intended to be
full or accurate descriptions of the content thereof and shall not be considered
part of this Agreement. 


Section 1.05 Schedules 


The following Schedules are an integral part of this
Agreement: 

Schedule "A" - Seller's Attorney's
Escrow Agreement 

Schedule "B" - Description of Purchased Assets 

Schedule "C" - Consent of Majority of Sino-Top Shareholders 

Schedule "D" - Consent of Chinese Authorities 

Schedule "E" - Properties 

Schedule "F" - Equity Ownership of Sino-Top 

Schedule "G" - Sino-Top Financial Statements 

Schedule "H" - Contracts of Sino-Top 

Schedule "I" - Leases of Sino-Top 

Schedule "J" - Buyer's Attorney's Escrow Agreement 

Schedule "K" - Buyer's Commitment on investment to Sino-Top in 2006 


Section 1.06 Applicable Law 


This Agreement shall be governed by
and construed in accordance with the laws of the Province of Ontario and the
federal laws of Canada applicable therein and shall be treated, in all respects,
as an Ontario contract. Each Party hereto irrevocably attorns to and submits to
the non-exclusive jurisdiction of the Courts of Ontario with respect to any
matter arising hereunder or related hereto. 


Section 1.07 Currency 


Unless otherwise indicated, all dollar amounts
referred to in this Agreement are in United States funds. 


Section 1.08 Tender 


Any tender of documents or money
hereunder may be made upon the Parties or their respective counsel and money may
be tendered by official bank draft drawn upon an American chartered bank or by
negotiable cheque payable in United States funds and certified by a United
States bank or trust company. 


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ARTICLE 2 

Purchase and Sale of Purchased Assets 

Section 2.01 Purchase and Sale of Purchased Assets 



Upon and subject to
the terms and conditions hereof, the Seller shall sell, transfer, assign and set
over to the Buyer and the Buyer shall purchase and acquire from the Seller on
the Final Closing Date the Purchased Assets for the following (the "Purchase
Price"): 

(a) the sum of SIX
HUNDRED AND FIFTY THOUSAND DOLLARS ($650,000.00), payable in accordance with
Section 2.02 hereof; 

(b)
FOUR MILLION (4,000,000) restricted common shares of the Buyer (the "Shares")
delivered to the Seller's Attorney on the US Closing date, to be held in escrow
pursuant to the terms of the Seller's Attorney's Escrow Agreement attached
hereto as Schedule "A". 

The Buyer shall be
permitted to direct that the Sino-Top Shares be recorded in the name of the
Buyer's wholly-owned Chinese Subsidiary (the "Buyer's Subsidiary"), if so
requested by the Buyer. 

All pending payments
pursuant to the Venture Agreement dated April 14, 2005 between the Buyer and the
Seller are suspended pending the Final Closing, after which all such payments
shall be waived. 


Section 2.02 Payment 


Upon and subject to the terms and
conditions hereof, the Buyer agrees to pay the Seller for the Purchased Assets
as follows: 

(a)
Payment by delivery at the signing of this Agreement of a certified cheque or
bank draft in the amount of ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000.00)
("Initial Payment") payable to the Seller, or as the Seller may otherwise
direct, which is non refundable in the event of the termination of this
Agreement but shall be subject to Section 7.02 in the event of such termination;


(b)
Payment by delivery on the U.S. Closing of a certified cheque or bank draft in
the amount of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) payable to the Seller
or as the Seller may otherwise direct (the "Second Payment"). ; 

(c)
Payment by delivery on the Final Closing date of a certified cheque or bank
draft in the amount of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00) payable to
the Seller, or as the Seller may otherwise direct; 


Section 2.03 Payment Obligation to Sino-Top 


Upon and subject to the terms and conditions hereof,
the Buyer agrees to loan the Seller (the "Loan") for the Sino-Top payment
obligation due March 30, 2006 as follows: 


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Payment by delivery on or before
March 30, 2006 directly to Sino-Top of a certified cheque, bank draft or wire
transfer in the amount of TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000.00)
(the "Sino-Top Payment") to be secured by the share certificate representing
250,000 shares of the Buyer currently held by Seller (the "Collateral Share
Certificate"), such security to be delivered to the Buyer's Attorneys in escrow
at the time of the signing of this Agreement, to be held by them pursuant to the
terms of the escrow agreement attached hereto as Schedule "J" ("Buyer's
Attorneys' Escrow Agreement"). Upon the Final Closing, the Loan shall be
forgiven. 




ARTICLE 3 

REPRESENTATIONS AND WARRANTIES 

Section 3.01 Representations And Warranties Of The Seller



The Seller hereby
represents and warrant to the Buyer as follows and acknowledges that the Buyer
is relying on these representations and warranties in entering into this
Agreement and the transactions contemplated under this Agreement: 

(a)
Corporate Status. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada, and has the
requisite power and authority to own or lease its properties and to carry on its
business as now being conducted. 

(b)
Power and Authority. Seller has the power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. At the U.S. Closing Seller will have
received all required shareholder approval and taken all corporate action
necessary to authorize the execution and delivery of this Agreement, the
performance of its obligations hereunder and the consummation by it of the
transactions contemplated hereby. 

(c)
Enforceability. This Agreement has been duly executed and delivered by
the Seller and upon approval by Seller's shareholders, will constitute a legal,
valid and binding obligation of Seller, enforceable against Seller in accordance
with its terms, except as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and general equitable principles regardless of
whether such enforceability is considered in a proceeding at law or in equity.


(d)
No Violation. The execution and delivery of this Agreement by Seller and
Sino-Top, the performance by Seller of its obligations hereunder and the
consummation by Seller of the transactions contemplated by this Agreement will
not (a) contravene any provision of the articles of incorporation or bylaws of
Seller, (b) subject to approvals of certain Chinese authorities as more
particularly set out in Schedule "D", violate or conflict with any law, statute,
ordinance, rule, regulation, decree, writ, injunction, judgment or order of any
governmental authority or of any arbitration award that is applicable to,
binding upon or enforceable against Seller or Sino-Top, (c) conflict with,
result in any breach of, or constitute a default (or an event that would, with
the passage of time or the giving of notice or both, constitute a default)
under, or give rise to a right to terminate, amend, modify, abandon or
accelerate, any contract or agreement that is applicable to, binding upon or
enforceable against Seller, or (d) result in or require the creation or
imposition of any lien upon or with respect to any of the property or assets of
Seller. 


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(e)
No Commissions. The Seller has not incurred any obligation for any
finder's or broker's or agent's fees or commissions or similar compensation in
connection with the transactions contemplated by this Agreement. 

(f)
Ownership of Sino-Top Interest. The Seller owns the Sino-Top Shares
pursuant to the terms of the Sino-Top Joint Venture Contract (as hereinafter
defined), and confirms that the Sino-Top Shares have not been pledged in any
manner whatsoever and are free and clear of any and all liens, mortgages,
charges, hypothecs, claims, security interests, encumbrances and rights of any
other person, corporation or entity whatsoever) other than those arising under
Chinese law or by virtue of the Joint Venture Contract or the Articles of
Association. 

(g)
Sino-Top Consent. The Seller shall provide written consent to this
Agreement by the Majority of the "Sino-Top Shareholders" as defined in S. 8.1 of
the Joint Venture Contract dated January 27, 2005 between the Seller and
Sino-Top (the "Sino-Top Joint Venture Contract"), such consent to include a
certificate of the President of Sino-Top confirming that the Seller has
fulfilled all of its obligations pursuant to the Sino-Top Joint Venture Contract
up to and including the date of such consent. A copy of such consent is attached
hereto as Schedule "C". 

(h)
Representations Regarding Sino-Top. The Seller is up-to-date and in good
standing with respect to all of its obligations pursuant to the Sino-Top Joint
Venture Contract including, without limitation, all capital contributions
required to be made by the Seller. The Seller confirms that its next capital
contribution in the sum of $250,000.00 is required to be made to Sino-Top no
sooner that March 20, 2006, and the final capital contribution in the sum of
$250,000.00 required to be made by the Seller is due in March 2007. 

(i)
Representations Regarding the Properties. Sino-Top has validly renewed
its exploration licenses/rights on the properties as more particularly described
in Schedule "E", (the "Properties") all such rights (the "Property Rights")
being valid up to and including the dates indicated on Schedule E, and all
required government permits have been validly issued and are in good standing
pursuant to the laws of the Government of the People's Republic of China.
Sino-Top has exclusive exploratory rights with respect to the Properties
pursuant to the laws of the Government of China, free and clear of all liens,
disputes, claims and encumbrances. 

(j)
Title to Purchased Assets. The Seller is and, on Final Closing, the Buyer
shall become, the absolute beneficial owner of the Sino-Top Shares, free and
clear of any title defects, mortgages, pledges, hypothecs, security interests,
deemed trusts, liens, charges, encumbrances or rights or claims of others of any
kind whatsoever and is exclusively entitled to possess and dispose of the same,
free and clear pledges, whatsoever sively
entitled and is exclu dispose to the same, subject to the
provisions of the Joint Venture Agreement, Articles of Association and
applicable law. 


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(k)
No Options. No person other than the Buyer has any agreement or option or
any right capable of becoming an agreement or option for the purchase from the
Seller of any of the Purchased Assets. 

(l)
Absence of Conflicting Agreements. The Seller is not a party to, bound or
affected by or subject to any indenture, mortgage, lease, agreement, instrument,
charter or by-law provision, statute, regulation, order, judgment, decree or law
which would be violated, contravened or breached by, or under which any default
would occur as a result of the execution and delivery by it of this Agreement.


(m)
Material Contracts. Except for the contracts listed in Schedule "H" (the
"Contracts"), the Seller is not a party to or bound by any material contract or
commitment whether oral or written which affect, in any way, the Purchased
Assets. The Contracts are all in good standing and in full force and effect
unamended and no material default or breach exists. 

(n)
No Actions. To our knowledge Sino-Top is in compliance with all laws and
regulations applicable to it and its business and there are no (i) actions,
suits, claims, investigations or legal, administrative or arbitration
proceedings pending or threatened against either the Seller or Sino-Top which
affect, in any material way, the Purchased Assets, or (ii) judgments, decrees,
injunctions or orders of any court, governmental authority or arbitrator against
either the Seller or Sino-Top which affect, in any way, the Purchased Assets;


(o)
As of the date hereof and as of the U.S. Closing Date, 100% of the equity
ownership interests of Sino-Top are owned by the Sino-Top Shareholders and the
Seller as reflected in Schedule "F". Other than as set forth in the Sino-Top
Venture Contract, there are no options, warrants or other securities exercisable
for, convertible into, or exchangeable for, equity ownership interests of
Sino-Top or any subscriptions, agreements or commitments for Sino-Top to issue
any equity ownership interests of Sino-Top, nor any voting agreements,
preemptive rights, rights of first refusal or redemption rights with respect to
the equity ownership interests of Sino-Top; 

(p)
The only approvals required of any governmental agency or body with respect to
any transaction contemplated by this Agreement, and with respect to Sino-Top's
rights with respect to the Properties are set forth on Schedule "D"; 

(q)
The financial statements of Sino-Top as of December 31, 2004 and for the year
then ended and as of September 30, 2005 (the "Sino-Top Financial Statements")
are attached hereto as Schedule "G"; the Sino-Top Financial Statements fairly
present the financial position of Sino-Top at the dates thereof and the results
of operations for the periods then ended; Seller shall deliver to Buyer prior to
the U.S. Closing, audited financial statements of Sino-Top for the year ended
December 31, 2005, which shall be prepared in accordance with U.S. Generally
Accepted Accounting Principles ("GAAP") and will fairly present the financial
position of Sino-Top at the date thereof and the results of operations for the
period then ended; 


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(r)
Sino-Top has accurately prepared and timely filed all tax returns which are
required to be filed by it, and has paid all taxes shown to be due and payable
on said returns or on any assessment made against it or any of its property or
assets by any taxing authority which are due and payable; 

(s)
Schedule "I" sets forth and describes all leases or agreements to lease under
which Sino-Top leases any real property, and Sino-Top is not in default of any
of its material obligations under any lease; 

(t)
Sino-Top is the owner of and has good and marketable title to all of its
properties and assets set forth on the Sino-Top Financial Statements and all
assets acquired by Sino-Top since September 30, 2005, free and clear of all
mortgages, charges, pledges, security interests, liens, claims or demands of any
nature whatsoever ("Encumbrances"), except those which may have been incurred in
the ordinary course of business; 

(u)
Sino-Top has no liabilities except for liabilities set forth on the Sino-Top
Financial Statements or which have arisen after September 30, 2005 in the
ordinary course of business; 

(v)
Sino-Top has set forth on Schedule "H" any and all material contracts including
without limitation, those related to the Property Rights set forth below,
whether written or oral, to which it is a party, and Sino-Top is not, nor is any
party thereto, in breach or default thereunder; 

(w)
Sino-Top owns or validly holds all licenses, franchises, permits, approvals,
authorizations and registrations that are necessary for it to own, lease or
operate its properties and assets and to conduct its business as now conducted
and its business has been and is being conducted in material compliance with all
such licenses, franchises, permits, approvals, authorizations and registrations;


(x)
Since December 31, 2005, Sino-Top has not engaged in any transaction not in the
ordinary curse of business, nor has it entered into any agreement requiring the
payment of more than $5,000 in the aggregate), nor has it granted any license or
sublicense of any of its Property Rights and has taken such action as is
necessary to preserve and maintain all such Property Rights 


Section 3.02 Representations and Warranties of the Buyer



The Buyer hereby represents and
warrant to the Seller as follows and acknowledges that the Seller is relying on
these representations and warranties in entering into this Agreement and the
transactions contemplated under this Agreement: 


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(a)
Corporate Status. Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, and has the
requisite power and authority to own or lease its properties and to carry on its
business as now being conducted. 

(b)
Power and Authority. Buyer has the power and authority to execute and
deliver this Agreement, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. 

(c)
Enforceability. This Agreement has been duly executed and delivered by
the Buyer constitutes a legal, valid and binding obligation of Buyer,
enforceable against Buyer in accordance with its terms, except as the same may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and
general equitable principles regardless of whether such enforceability is
considered in a proceeding at law or in equity. 

(d)
Violation. The execution and delivery of this Agreement by Buyer, the
performance by Buyer of its obligations hereunder and the consummation by Buyer
of the transactions contemplated by this Agreement will not (a) contravene any
provision of the certificate of incorporation or bylaws of Buyer, (b) violate or
conflict with any law, statute, ordinance, rule, regulation, decree, writ,
injunction, judgment or order of any governmental authority or of any
arbitration award that is applicable to, binding upon or enforceable against
Buyer, (c) conflict with, result in any breach of, or constitute a default (or
an event that would, with the passage of time or the giving of notice or both,
constitute a default) under, or give rise to a right to terminate, amend,
modify, abandon or accelerate, any contract or agreement that is applicable to,
binding upon or enforceable against Buyer, (d) result in or require the creation
or imposition of any lien upon or with respect to any of the property or assets
of Buyer. 

(e) Buyer Shares.
The Shares, when issued to Seller as provided herein, will be duly issued, fully
paid and non-assessable. 

(f) SEC Filings.
Since January 1, 2005, Buyer has filed with the United States Securities and
Exchange Commission ("SEC") all material forms, statements, reports and other
documents (including all exhibits, amendments and supplements thereto) required
to be filed by Buyer under the Securities Exchange Act of 1934, as amended
("Exchange Act"), collectively the "Exchange Act Documents", all of which
complied in all material respects with the applicable requirements of the
Exchange Act. As of their respective dates, none of the Exchange Act Documents
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made not misleading. 


(g) Buyer's
commitment. Buyer promises to complete investments to Sino-Top in 2006
according to the amount of investment and time table in Schedule "K". 



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Section 3.03 Commission 


Each Party represents and warrants to
the other Party that no Person is entitled to a brokerage commission, finder's
fee or other like payment in connection with the purchase and sale contemplated
hereby. 


Section 3.04 Disclosure. 


None of the foregoing
representations, warranties and statements of fact contains any untrue statement
of material fact or omits to state any material fact necessary to make any such
representation, warranty or statement not misleading to a prospective purchaser
of the Purchased Assets seeking full information concerning the matters which
are the subject of such representations, warranties and statements. 


ARTICLE 4 

OTHER COVENANTS OF THE PARTIES 

Section 4.01 Investment Representations. 


(a)
The Seller is a sophisticated investor and has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of an investment in the Shares. 

(b)
The Seller is acquiring the Shares for its own account and not with a view
toward distribution in a manner that would violate the Securities Act of 1933,
as amended ("Securities Act"). 

(c)
The Seller understands that the Shares have not been registered under the
Securities Act. The Seller agrees that it will not sell or otherwise dispose of
any of the Shares unless such sale or other disposition has been registered
under the Securities Act or is exempt from registration under the Securities Act
and has been registered or qualified or is exempt from registration or
qualification under applicable state securities laws. The Seller acknowledges
that, until such time as the Shares have been registered under the Securities
Act or otherwise may be sold pursuant to Rule 144 under the Securities Act
("Rule 144") without any restriction as to the number of securities as of a
particular date that can then be immediately sold, the certificates evidencing
the Shares may bear a restrictive legend in substantially the following form:



  
    THE SECURITIES REPRESENTED BY THIS
    CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
    AMENDED. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE
    ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID
    ACT UNLESS SOLD PURSUANT TO RULE 144 OF SAID ACT OR UNLESS THE SECURITIES
    ARE OTHERWISE SOLD, TRANSFERRED OR ASSIGNED IN COMPLIANCE WITH ALL
    APPLICABLE SECURITIES LAWS. 

  




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Section 4.02 Actions to Satisfy Closing Conditions 



Each of the Parties hereto hereby
agrees to take all such commercially reasonable actions as are within its power
to control, and to use commercially reasonable efforts to cause other actions to
be taken which are not within its power to control, so as to ensure compliance
with any conditions set forth in this Agreement which are for the benefit of any
other Party hereto. 


Section 4.03 Access for Investigation 


The Buyer shall be
entitled to conduct, prior to the U. S. Closing, a due diligence review of the
assets, properties, books, records, business, operations, and financial
condition of Sino-Top (hereinafter referred to as "Due Diligence Review"). The
Seller and Sino-Top and their respective officers, employees and agents shall
facilitate such review by the Buyer and its representatives (including its
attorneys, accountants and consultants) and shall furnish all information as may
be reasonably requested by such reviewing party, and shall afford such reviewing
party and its representatives an opportunity to examine such books, records and
properties of Sino-Top as may be requested. 


ARTICLE 5 

INDEMNIFICATION 

Section 5.01 Obligation to Indemnify 


Each party hereto agrees to indemnify
and hold harmless the other party hereto and its officers, directors, employees,
affiliates and agents from, against and in respect of, the full amount of any
and all liabilities, damages, claims, deficiencies, fines, assessments, losses,
taxes, penalties, interest, costs and expenses, including, without limitation,
reasonable fees and disbursements of counsel (collectively, "Indemnifiable
Damages"), arising from, relating to, caused by (whether in whole or in part),
in connection with, or incident to any breach, inaccuracy or violation of any of
the representations, warranties, covenants or agreements of such indemnifying
party contained in this Agreement, in any schedule or exhibit to this Agreement,
or in any certificate delivered by such indemnifying party in connection with
this Agreement on the Closing Date. 


Section 5.02 Survival of Representations and Warranties 



Each of the representations and
warranties made by any party hereto in this Agreement or pursuant hereto shall
survive after the Final Closing Date for a period of 2 years. Notwithstanding
any knowledge of facts determined or determinable by any party by investigation,
each party shall have the right to fully rely on the representations,
warranties, covenants and agreements of the other party contained in this
Agreement or in any other documents or papers delivered in connection herewith.
However, any representation or warranty known to be false by a Party prior to
the Final Closing shall not survive such Final Closing. Each representation,
warranty, covenant and agreement of any party contained in this Agreement is
independent of each other representation, warranty, covenant and agreement. 


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Section 5.03 Third Party Actions 


With respect to each claim made by a
third party for which an Indemnified Party (as hereinafter defined) seeks
indemnification under this Article 5 (a "Third Party Claim"), the Indemnified
Party shall give prompt notice to the Indemnifying Party (as hereinafter
defined) of the Third Party Claim, provided that failure to give such notice
promptly shall not relieve or limit the obligations of the Indemnifying Party
except to the extent the Indemnifying Party has been materially prejudiced
thereby (and such failure to notify the Indemnifying Party will not relieve the
Indemnifying Party from any other liability it may have to the Indemnified
Party). The Indemnifying Party will have the right to defend the Indemnified
Party against any Third Party Claim with counsel of the Indemnifying Party's
choice reasonably satisfactory to the Indemnified Party so long as and to the
extent that (a) the Indemnifying Party notifies the Indemnified Party in
writing, within fifteen (15) days after receipt from the Indemnified Party of
notice of the claim, that the Indemnifying Party will indemnify and defend the
Indemnified Party and agrees in writing to provide such defense and
indemnification, from and against any Indemnifiable Damages with respect to
which such Indemnified Party is entitled to indemnification and defense under
Section 5.01 hereof that the Indemnified Party may suffer resulting from,
arising out of, relating to, in the nature of, or caused by the claim; (b) the
claim seeks the recovery of solely money damages and does not contain a claim
for an injunction, specific performance, a declaration of rights or other
equitable relief; (c) the Indemnifying Party conducts the defense of the claim
actively and diligently; and (d) representation of both the Indemnified Party
and the Indemnifying Party by the counsel selected by the Indemnifying Party
would not create an actual or potential conflict of interest between the
Indemnified Party and the Indemnifying Party. In all other cases, the
Indemnified Party shall be entitled to retain its own separate counsel and
control the defense of the Third Party Claim, all at the sole cost and expense
of the Indemnifying Party. If there is a conflict of interest, however, that
would prevent counsel for the Indemnifying Party from also representing the
Indemnified Party as reasonably determined by the Indemnified Party, then the
Indemnified Party shall have the right to select separate counsel, at the
Indemnifying Party's sole cost and expense, to participate in the defense of
such action on behalf of the Indemnified Party. After notice from the
Indemnifying Party to the Indemnified Party of its election to so assume the
defense thereof, the Indemnifying Party will not be liable to the Indemnified
Party pursuant to the provisions of this Article 5 for the related counsel and
paralegal fees and expenses subsequently incurred by the Indemnified Party in
connection with the defense thereof, unless (i) the Indemnified Party shall have
employed counsel in accordance with the provisions of this paragraph, (ii) the
Indemnifying Party shall not have employed counsel reasonably satisfactory to
the Indemnified Party to represent the Indemnified Party within a reasonable
time after notice of the commencement of the action, or (iii) the Indemnifying
Party has not authorized the employment of counsel for the Indemnified Party at
the expense of the Indemnifying Party. Notwithstanding anything to the contrary
in this Agreement, the Indemnifying Party shall have no right to settle or
compromise, without the prior written consent of the Indemnified Party, any
action or claim to the extent the settlement or compromise provides for any
injunctive or other equitable relief against the Indemnified Party other than
monetary damages, or does not include as an unconditional term thereof the
providing to the Indemnified Party by the third party of a release, in form and
substance acceptable to the Indemnified Party, of all liability in respect of
such claim. Nothing stated herein shall otherwise affect the Indemnifying
Party's obligation to pay the Indemnified Party any Indemnifiable Damages
pursuant to the provisions of this Article 5. The Indemnified Party shall
reasonably cooperate with the Indemnifying Party in the defense of any
action or claim assumed by the Indemnifying
Party in accordance with the terms hereof and shall make available to the
Indemnifying Party such information as the Indemnifying Party reasonably
requests in connection with any such defense. For purposes of this Article 5, an
"Indemnified Party" shall mean a party claiming defense or indemnification under
this Article 5 and an "Indemnifying Party" shall mean a party from whom defense
or indemnification is sought under this Article 5. With regard to any Third
Party Claims for which indemnification is payable hereunder, such
indemnification shall be paid by the Indemnifying Party upon the earliest to
occur of:


- 12 - 






(a) the entry of a judgment against the Indemnified Party and
the expiration of any applicable appeal period, or if earlier, ten (10) days
prior to the date that the judgment creditor has the right to execute the
judgment; (b) the entry of a non-appealable judgment or final appellate decision
against the Indemnified Party; (c) a settlement of the claim; or (d) with
respect to indemnities for tax liabilities, upon the issuance of any binding
resolution by a taxation authority. Notwithstanding the foregoing, expenses of
counsel to the Indemnified Party shall be reimbursed on a solicitor-client basis
by the Indemnifying Party. All indemnification claims not paid when due shall
bear interest at a rate equal to the lesser of 10% per annum or the highest rate
permitted by law. 




Section 5.04 Right to Indemnification Not Affected by
Knowledge or Waiver 


The right to indemnification, payment
of Indemnifiable Damages or other remedy based upon breach of representations,
warranties, covenants, agreements or obligations or otherwise will not be
affected by any investigation conducted (or not conducted) with respect to, or
knowledge acquired (or capable of being acquired) at any time, whether before or
after the execution and delivery of this Agreement or the Closing Date, with
respect to the accuracy or inaccuracy of or compliance with any such
representation, warranty, covenant, agreement or obligation. The waiver of any
condition based on the accuracy of any representation or warranty, or on the
performance of or compliance with any covenant, agreement or obligation, will
not affect the right to indemnification, payment of Indemnifiable Damages or
other remedy based on such representations, warranties, covenants, agreements
and obligations. 


Section 5.05 
Notwithstanding anything in this Article 5 to the contrary, Seller and Buyer
shall not be entitled to indemnification with respect to a breach of any
representation or warranty unless the amount of such claim or claims, in the
aggregate, exceed one hundred thousand dollars ($100,000) (each, a "Permitted
Claim") and neither Party shall be entitled to indemnification or damages for
any amount in excess of three million six hundred fifty thousand dollars
($3,650,000). 


ARTICLE 6 

CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE PARTIES 

OF THEIR OBLIGATIONS UNDER THIS AGREEMENT 

Section 6.01 Buyer's Conditions 


The obligation of the Buyer to
complete the purchase of the Purchased Assets hereunder shall be subject to the
satisfaction of, or compliance with, at or before the Final Closing, each of the
following conditions precedent (each of which is hereby acknowledged to be
inserted for the exclusive benefit of the Buyer and may be waived by it in whole
or in part): 


- 13 - 





(a)
This Agreement and the transfer of the Sino-Top Shares from the Seller to the
Buyer or its subsidiary have been approved by the competent commerce bureau in
the People's Republic of China ("Approval Authority"), without any additional or
different conditions being imposed which are not agreed to by the parties in
writing; 

(b)
Appropriate documents have been issued or approved by appropriate Chinese
governmental authorities, reflecting that the Buyer or its subsidiary has become
a new shareholder of Sino-Top holding 60% of the equity interests of Sino-Top,
without any additional or different conditions being imposed which are not
agreed to by the parties in writing; 

(c)
The representations and warranties of the Seller and Sino-Top contained in this
Agreement shall be true and correct at and as of the U.S. Closing Date and the
Final Closing with the same force and effect as though made at and as of such
time. The Seller shall have performed and complied with all of its obligations
required by this Agreement to be performed or complied with at or prior to the
U.S. Closing Date and the Final Closing. The Seller shall have delivered to the
Buyer a certificate, dated as of the U.S. Closing Date and the Final Closing,
duly signed by the Seller's and Sino-Top's respective presidents or chief
executive officers, certifying that such respective representations and
warranties are true and correct and that all such obligations have been
performed and complied with; 

(d)
Between the date hereof and the Final Closing, (i) there shall have been no
material adverse change in or to Sino-Top or any of its properties, assets or
business and (ii) there shall have been no adverse legislative or regulatory
change affecting in any material adverse way Sino-Top or any of its properties,
assets or business, and there shall have been delivered to the Buyer
certificates to that effect, dated the U.S. Closing Date and the Final Closing
and signed by the respective president or chief executive officer of the Seller
and Sino-Top; 

(e)
The Seller shall have delivered to the Buyer the following with respect to
itself and with respect to Sino-Top (i) copies of their charter documents as in
effect immediately prior to the U. S. Closing Date and Final Closing, and (ii)
copies of resolutions adopted by their respective board of directors and
shareholders authorizing the transactions contemplated by this Agreement; 


(f)
The Seller has provided to the Buyer a true and correct copy of (a) the
documents, consents, certificates, licenses and registrations as set out in
Schedule "D", (b) a certificate of good standing of the Seller issued by the
Secretary of State of the State of its incorporation as of a date not more than
ten (10) days prior to the U.S. Closing Date, and (c) such further and other
documentation as reasonably requested by the Buyer or its counsel, including a
release of obligation under the Venture Agreement of the Parties at the Final
Closing; 

(g)
There shall not be pending or threatened any action or proceeding by or before
any court or other governmental body that shall seek to restrain, prohibit,
invalidate or collect damages arising out of the transactions contemplated by
this Agreement, and that, in the reasonable judgment of the Buyer, makes it
inadvisable to proceed with the transactions contemplated hereby;


- 14 - 





(h)
Sino-Top and the Seller shall have received consents to the transactions
contemplated hereby and waivers of rights to terminate or modify any material
rights or obligations of Sino-Top from any person or entity from whom such
consent or waiver is required under any contract, permit or license to which
Sino-Top or the Properties are bound as of a date not more than ten (10) days
prior to the Final Closing Date; 

(i)
The Seller shall have delivered to the Buyer audited financial statements of
Sino-Top for the twelve month period ended December 31, 2005, such audit to be
performed by GHP Horwath P.C. in conformity with GAAP and the rules and
regulations of the SEC and unaudited quarterly financial statements as of a date
within 30 days of the end of each quarter; and 

(j)
The Seller shall have complied with all reasonable due diligence requests
including but not limited to delivery to the Buyer of all geological and
technical data related to any of the Properties described herein as well as maps
and surveys. 


Section 6.02 Seller's Conditions 


The obligation of the
Seller to complete the sale of the Purchased Assets hereunder shall be subject
to the satisfaction of, or compliance with, at or before the Closing Time, each
of the following conditions precedent (each of which is hereby acknowledged to
be inserted for the exclusive benefit of the Seller and may be waived in whole
or in part). 

(a)
Between the date hereof and the U.S. and Final Closing Dates, there shall have
been no material adverse change in or to Buyer or any of its properties, assets
or business; all representations and warranties shall be true on the U.S.
Closing Date and Final Closing Date and Buyer shall have performed its
obligations pursuant to this Agreement and there shall have been delivered to
the Seller a certificate to that effect, dated the U.S. Closing Date and Final
Closing Date and signed by the President of Buyer. 

(b)
The Buyer shall have delivered to Seller the following: (i) copies of its
Charter documents as in effect immediately prior to the U.S. Closing Date, (ii)
copies of resolutions adopted by its Board of Directors authorizing the
transactions contemplated by the Agreement; (iii) a good standing certificate as
of a date not more than 10 days prior to the U,S. Closing Date and (iv) such
further and other documentation as reasonably requested by the Seller or its
counsel. 

(c)
There shall not be pending or threatened any action or proceeding by or before
any court or other governmental body that shall seek to restrain, prohibit,
invalidate, or collect damages arising out of the transactions contemplated by
this Agreement, and that, in the reasonable judgment of Seller, makes it
inadvisable to proceed with the transactions contemplated hereby. 


- 15 - 





(d) Seller shall
receive the Shares and the Payment specified in Section 2.02(b) on the U.S.
Closing Date. 

(e) Seller shall
receive the Payment specified in Section 2.02(c) on the Final Closing Date.



ARTICLE 7 

TERMINATION 

Section 7.01 This Agreement may be
terminated prior to the Final Closing Date solely by: 

(a) the mutual
written consent of the Parties; 

(b)
the Buyer (i) as a result of Seller's breach of a material representation,
warranty or covenant or (ii) if the Final Closing does not occur within ninety
(90) days from the U.S. Closing Date; or 

(c)
the Seller (i) as a result of Buyer's breach of a material representation,
warranty or covenant or (ii) if the Final Closing does not occur within one
hundred and eighty (180) days from the U.S. Closing Date. 


Section 7.02 Upon
termination for any reason, the Shares and the Collateral Share Certificate held
in escrow by the Seller's and Buyer's attorneys respectively shall be promptly
released to Buyer. In addition, the Initial Payment ($150,000) and 50% of the
Second Payment ($50,000) shall be applied to cash payments required to be made
by the Buyer under the Venture Agreement dated April 14, 2005 between the Buyer
and the Seller, and all obligations under such Venture Agreement shall remain
effective. Furthermore, the Sino-Top Payment ($250,000) made by the Buyer
pursuant to Section 2.03 and the other 50% of the Second Payment ($50,000) shall
be returned to the Buyer within 5 business days of the termination. In the event
that the aforesaid payment is not returned to the Buyer accordingly, the Buyer's
attorneys shall be authorized to release the Collateral Share Certificate to the
Buyer in full satisfaction of said payment and neither party shall have any
other obligation, or indebtedness to the other under this Agreement. 


Section 7.03 If this
Agreement is terminated prior to the Final Closing Buyer shall fully cooperate
and take any and all reasonably commercial measures at Seller's expense to
reflect the Seller's ownership interest in the Sino-Top Shares pursuant to the
applicable provisions of Chinese law. 


- 16 - 






ARTICLE 8 

GENERAL PROVISIONS 

Section 8.01 Notices 


All notices, requests, demands,
claims, and other communications hereunder shall be in writing and shall be
delivered by certified or registered mail (first class postage pre-paid),
guaranteed overnight delivery, or facsimile transmission if such transmission is
confirmed by delivery by certified or registered mail (first class postage
pre-paid) or guaranteed overnight delivery, to the following addresses and fax
numbers (or to such other addresses or fax numbers which such party shall
designate in writing to the other party): 



  
  	if to the Seller:	Sino Silver Corp.
	 	310 Riverside Drive
	 	Suite 2301
	 	New York, NY 10025
	 	Attention: David Bikerman, President
	 	Fax:(860) 434-7718
	 	 
	with a copy to:	Akerman Senterfitt
	 	One S.E. 3rd Ave., 28th Floor
	 	Miami, Florida 33131
	 	Attn.: Leonard H. Bloom, Esquire
	 	Fax: (305) 374-5095
	 	 
	if to the Sino-Top:	Sanhe Sino-Top Resources and Technologies,
      LTD.
	 	North Jingha Road 45, Yanjiao Economic
      Development Zone,
	 	Sanhe City Hebei Province, 065201, P.R.
      China
	 	Attn: Mr. Liang Li Minn
	 	Fax: 86-10-61597354
	 	 
	 	 
	if to Silver Dragon:	Silver Dragon Resources, Inc.
	 	1121 Steeles Avenue West
	 	Suite 803 Toronto, Ontario, Canada M2R3W7
	 	Attn: Marc Hazout, President
	 	Fax: (416) 661-9510
	 	 
	with a copy to:	Garfin Zeidenberg LLP
	 	5255 Yonge Street
	 	Suite 800
	 	Toronto, Ontario, Canada M2N 6P4
	 	Attn: Stephen M. Cohen
	 	Fax: (416) 512-9992


  



- 17 - 






Notice shall be deemed given on the
date sent if sent by facsimile transmission and on the date delivered (or the
date of refusal of delivery) if sent by overnight delivery or certified or
registered mail. 




Section 8.02 Entire Agreement; No Third Party Beneficiaries



This Agreement (including the
exhibits and schedules attached hereto) and the certificates delivered on the
Closing Dates pursuant hereto, contain the entire understanding of the parties
hereto in respect of their respective subject matters and supersede all prior
(oral or written) agreements, understandings, representations and warranties
between or among the parties with respect to such subject matters. The exhibits
and schedules constitute a part hereof as though set forth in full above. This
Agreement is not intended to confer upon any person or entity, other than the
parties hereto, any rights or remedies hereunder. Each party hereto agrees that,
except for the statements, representations and warranties contained in this
Agreement and any exhibit, schedule or document attached hereto and any
certificate delivered on the Effective Date pursuant hereto. Neither party
hereto makes any other statements, representations or warranties (whether in
writing or otherwise) that the other is entitled to rely upon, and each hereby
disclaims any other statements, representations or warranties (whether in
writing or otherwise) made by each party hereto or any of the officers,
directors, employees, agents, financial and legal advisors or other
representatives of such party with respect to the preparation, execution and
delivery of this Agreement and any exhibit, schedule or document attached
hereto, notwithstanding the delivery or disclosure to the other or the other's
representatives of any documentation or other information (whether oral or
written) with respect to any one or more of the foregoing. 


Section 8.03 Transaction Costs 


Except as otherwise provided in this
Agreement, the parties hereto shall pay their own fees and expenses, including
their own counsel fees, incurred in connection with this Agreement or any
transaction contemplated hereby. 


Section 8.04 Amendment; Waiver 


This Agreement may not be modified,
amended, supplemented, cancelled or discharged, except by written instrument
executed by all parties hereto. No failure to exercise, and no delay in
exercising, any right, power or privilege under this Agreement shall operate as
a waiver, nor shall any single or partial exercise of any right, power or
privilege hereunder preclude the exercise of any other right, power or
privilege. No waiver of any breach of any provision shall be deemed to be a
waiver of any preceding or succeeding breach of the same or any other provision,
nor shall any waiver be implied from any course of dealing between the parties
hereto. No extension of time for performance of any obligations or other acts
hereunder or under any other agreement shall be deemed to be an extension of the
time for performance of any other obligations or any other acts. The rights and
remedies of the parties under this Agreement are in addition to all other rights
and remedies, at law or equity, that they may have against each other. 


Section 8.05 Binding Effect; Assignment 


The rights and obligations of this Agreement shall
bind and inure to the benefit of the parties hereto and their respective
successors and assigns. Nothing expressed or implied herein shall be construed
to give any other person or entity any legal or equitable rights hereunder. This
Agreement and/or the rights and obligations under this Agreement may not be
assigned by either party hereto without the prior written consent of the other
party hereto; provided that Sino Silver may assign this Agreement and/or its
rights and obligations hereunder to any successor to its business who/which
agrees to assume its obligations hereunder. Any other purported assignment of
rights or obligations in violation of this Agreement is void.


- 18 - 









Section 8.06 Counterparts 


This Agreement may be executed in any
number of counterparts, each of which shall be an original but all of which
together shall constitute one and the same instrument. A telecopy signature of
any party hereto shall be considered to have the same binding legal effect as an
original signature. Both English and Chinese versions of this Agreement shall be
same meaning and have the same binding legal effect. 


Section 8.07 Interpretation 


The headings contained in this
Agreement and on the schedules are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement or the
schedules. Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." Terms defined in the singular shall have a comparable meaning when
used in the plural, and vice versa. As used in this Agreement, the neuter gender
shall also denote the masculine and feminine, and the masculine gender shall
also denote the neuter and feminine, where the context so permits. 


Section 8.08 Governing Law 


This Agreement shall be governed pursuant to the laws
of the of Province of Ontario and the Federal laws of Canada. 


Section 8.09 Severability 


If any provision of this Agreement is
determined to be invalid, illegal or unenforceable, the remaining provisions of
this Agreement shall remain in full force, if the essential terms and conditions
of this Agreement for each party hereto remain valid, binding and enforceable.



Section 8.10 Construction 


The parties hereto agree and
acknowledge that they have jointly participated in the negotiation and drafting
of this Agreement. In the event of an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties hereto and no presumptions or burdens of proof shall arise
favoring any party hereto by virtue of the authorship of any of the provisions
of this Agreement. Any reference to any federal, provincial, state, local, or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. If
any party hereto has breached any representation, warranty, or covenant
contained herein in any respect, the fact that there exists another
representation, warranty, or covenant relating to the same subject matter
(regardless of the relative levels of specificity) which the party has not
breached shall not detract from or mitigate the fact that the party is in breach
of the first representation, warranty, or covenant. 


- 19 - 









Section 8.11 Equity Transfer Agreement 


The parties agree to enter into a simple Equity Transfer
Agreement forthwith following the signing of this Agreement, in order to
facilitate the approval of this transaction in China.

{Signatures On Following Page} 

 

                
              
            
          
        
      
    
  

 

 


- 20 - 






IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed and delivered as of the
day and year first above written. 


  	SILVER DRAGON RESOURCES INC.
	 
	By:
	Name: Marc Hazout
	Title: President
	I have authority to bind the Corporation
	 
	 
	SINO SILVER CORP.
	 
	By:
	Name: David Bikerman
	Title: President
	I have authority to bind the Corporation
	 
	 
	SANHE SINO-TOP RESOURCES AND
	TECHNOLOGIES, LTD.
	 
	By:
	Name: Liang Limin
	Title: Director
	I have authority to bind the Corporation




 


- 21 - 






SCHEDULE "A" 

Seller's Attorney's Escrow Agreement 



SEE ATTACHED 


 

 

 

 

 

 


- 22 - 






SCHEDULE "B" 

Description of Purchased Assets 


1. Sino-Top Shares -
a sixty percent (60%) equity interest in Sanhe Sino-Top Resources and
Technologies, Ltd. 

2. Contracts - all
right, title and interest of the Seller in, to and under, and the full benefit
of the Sino-Top Joint Venture Contract, a list of which is set forth in Schedule
H. 

 


 

 

 

 


- 23 - 






SCHEDULE "C" 

Consent of Sino-Top and its Shareholders



SEE ATTACHED


 

 

 

 

 


- 24 - 






SCHEDULE "D" 

Consents of Chinese Authorities 



1. Approval and
Approval Certificate from local Approving Authority (Provincial Department of
Commerce) to approve the Equity Transfer Agreement, the Amended Joint Venture
Contract and the Articles of Association; 

2. Obtain new
Business License issued by State Administration of Industry and Commerce;



3. Obtain
Post-Equity Transfer Registrations. 


 

 

 

 


- 25 - 






SCHEDULE "E" 

Properties* 


	1. AOBAOTUGOUNAO
	Right Owner	Sanhe Sino Top Resource and Technology Ltd.
	Exploring Agency	North China Geological Prospecting Bureau
    General Exploration Agency
	Location	Gaoyingzi Village, Muxinai Town, Keshiketeng,
    Chifeng, Inner Mongolia
	 	 
	2. SHIDIDONGGOU	 
	Right Owner	Sanhe Sino Top Resource and Technology Ltd.
	Exploring Agency	North China Geological Prospecting Bureau
    General Exploration Agency
	Location	Hongguang Town, Keshiketeng County, Chifeng,
    Inner Mongolia
	 	 
	3. ZHUANXINHU	 
	Right Owner	Sanhe Sino Top Resource and Technology Ltd.
	Exploring Agency	North China Geological Prospecting Bureau
    General Exploration Agency
	Location	Guandi Town, Keshiketeng County, Chifeng,
    Inner Mongolia
	 	 
	4. LIANGDI	 
	Right Owner	Sanhe Sino Top Resource and Technology Ltd.
	Exploring Agency	North China Geological Prospecting Bureau
    General Exploration Agency
	Location	Xindi Town, Keshiketeng County, Chifeng,
    Inner Mongolia
	 	 
	5. DADI	 
	Right Owner	Hebei Hua Guan Science and Technology Park
    Co. Ltd.
	Exploring organization	North China Geological Prospecting Bureau
    General Exploration Agency
	Location	Reshui Town, Keshiketeng County, Chifeng
    City, Inner Mongolia
	 
	6. LAOPANDAO BEIHOU
	Right Owner	Hebei Hua Guan Science and Technology Park
    Co. Ltd.
	Exploring organization	North China Geological Prospecting Bureau
    General Exploration Agency
	Location	Xindi Town, Keshiketeng County, Chifeng City,
    Inner Mongolia



- 26 - 




	* See attached
    for license numbers and specific locations for each listed property.
	 	 	 
	7.
    YUANLINZIBEISHAN
	Right
    Owner	Hebei Hua Guan
    Science and Technology Park Co. Ltd.
	
    Exploring organization	North China
    Geological Prospecting Bureau General Exploration Agency
	
    Location	Tongxing Town,
    Keshiketeng County, Chifeng, Inner Mongolia
	 	 
	8.
    SAIHANAOBAO	 
	Right
    Owner	North China
    Geological Prospecting Bureau General Exploration Agency
	
    Exploring organization	North China
    Geological Prospecting Bureau General Exploration Agency
	
    Location	Reshuit Town,
    Keshiketeng County, Chifeng, Inner Mongolia
	 	 	 
	9.
    ERBAHUO	 
	Right
    Owner	North China
    Geological Prospecting Bureau General Exploration Agency
	
    Location	Maoshandong Town,
    Wengniute County, Chifeng, Inner Mongolia



 

 


- 27 - 




	
    SCHEDULE "F"
	 	 
	Equity
    Ownership of Sino-Top
	 	 
	1.	ZHOU, Lin, Chinese citizen, ID
    No.132821196411020529, holds 31.2% of Sino Top
	 	 
	2.	DUAN, Huanchun, Chinese citizen, ID No.
    131082196612010819, holds 4.8% of Sino Top
	 	 
	3.	SHI, Zhongmei, Chinese citizen, ID No.
    132821196410270526, holds 1.6% of Sino Top
	 	 
	4.	ZHANG, Hongliang, Chinese citizen, ID No.
    132821560916053, holds 0.8% of Sino Top
	 	 
	5.	YANG, Wen, Chinese citizen, ID No.
    132821581225051, holds 0.8% of Sino Top
	 	 
	6.	YANG, Guofu, Chinese citizen, ID No.
    132821370427051, holds 0.8% of Sino Top



 


- 28 - 






SCHEDULE "G" 

Sino-Top Financial Statements 



SEE ATTACHED 


 

 

 

 


- 29 - 






SCHEDULE "H" 

Contracts of Sino-Top 


 

	
    
    Signing date
	
    
    Name
	
    
    Contracting party
	
    
    Remarks

	
    Sep 30, 2003
	
    
    Exploration Right Cooperation
	
    
    North China Geological
	
     

	
     
	
    Agreement
	
    Prospecting
    Bureau General
	
     

	
     
	
     
	
    Exploration
    Agency
	
     

	
    
    Sep. 30, 2003
	
    Exploration
    Right Cooperation
	
    Beijing Asikelai
    Bio-
	
     

	
     
	
    
    Agreement
	
    
    Engineering Ltd.
	
     

	
    
    Oct 17, 2003
	
    
    Cooperation Agreement
	
    Inner Mongolia
    Xingye
	
    
    terminated

	
     
	
     
	
    
    Mineral Ltd.
	
     

	
    Oct 28, 2003
	
    
    Exploration Right Cooperation
	
    
    Hebei Hua Guan Science and
	
     

	
     
	
    Agreement
	
    Technology Park
    Ltd.
	
     

	
    June 8, 2004
	
    
    Dazuozishan Exploration
	
    Zhou Yaozhen
	
     

	
     
	
    Right transfer
    Agreement
	
     
	
     

	
    June 8, 2004
	
    
    Naizishan Exploration Right
	
    Zhou Yaozhen
	
     

	
     
	
    Transfer
    Agreement
	
     
	
     

	
    June 10, 2004
	
    Geological
    Drilling Agreement
	
    
    Chifeng Songnan Geological
	
    
    Terminated on

	
     
	
     
	
    
    Exploration Co.
	
    
    July 6, 2004

	
    Jan 26 2004
	
    
    Xiaoluojiagou Exploraiton
	
    Feng Jun
	
     

	
     
	
    
    Right Transfer Agreement
	
     
	
     

	
    
    Sep 10, 2004
	
    Paoshouyingzi
    Exploration
	
    
    Li Zhenjiang
	
     

	
     
	
    
    Right Transfer Agreement
	
     
	
     

	
    Sep 10, 2004
	
    
    Mining Right Registration
	
    Li Zhenjiang
	
     

	
     
	
    
    Cooperation Agreement
	
     
	
     

	
    Oct 20, 2004
	
    
    Naizishan, Dazuozishan,
	
    Gao Xuedong
	
     

	
     
	
    
    Paoshouyingzi Geophysics
	
     
	
     

	
     
	
    
    Work Agreement
	
     
	
     

	
    Nov. 29, 2004
	
    Mining Rights
    Ownership
	
    
    North China Geological
	
     

	
     
	
    
    Confirmation Letter
	
    
    Prospecting Bureau General
	
     

	
     
	
     
	
    
    Exploration Agency, Hebei
	
     

	
     
	
     
	
    
    Hua Guan Science and
	
     

	
     
	
     
	
    
    Technology Park Ltd., Beijing
	
     

	
     
	
     
	
    
    Asikelai Bio-Engineering Ltd.
	
     

	
    Dec 6, 2004
	
    
    Dazuozishan and Naizishan
	
     
	
     

	
     
	
    
    Exploration right transfer
	
    
    Jiang Wencheng
	
     

	
     
	
    
    agreement
	
     
	
     




- 30 - 






SCHEDULE "I" 

Leases of Sino-Top 


Sino Top leases a total office area of 410 square meters from
North China Geological Prospecting Bureau General Exploration Agency at a price
of 150 RMB per square meter per year (excluding water, heating and electricity
charges). The term of the lease is from January 1, 2003 to December 31, 2007.
The location is the office building on the right front side of North China
Geological Prospecting Bureau General Exploration Agency. 


 

 

 

 


- 31 - 






SCHEDULE "J" 

Buyer's Attorney's Escrow Agreement 



SEE ATTACHED 


 

 

 

 

 


- 32 - 






SCHEDULE "K" 

Buyer's Commitment
on investment to Sino-Top in 2006 


Buyer promises to invest, at least, 10,749,502 RMB to Sino-Top in 2006. The
investment items as following: 


	1. Debts of the Company in 2005	662,000 RMB
	2. Company's basic running cost
    in 2006	1,877,200 RMB
	3. Minimum keeping costs for 6
    properties of the Company	1,659,300 RMB
	4. Investment on focused property
    - Erbahuo Silver Mine	4,058,030 RMB
	    (1)
    Exploration investment in Erbahuo	2,520,030 RMB
	Costs for licences and permission	1,538,000 RMB
	5. Investment on 2 emphasized
    properties	2,492,972 RMB
	    (1) Saihanaobao	 	1,565,432 RMB
	Zhuanxinhu	 	927,540 RMB
	 	 	 
	 	Total: 10,749,502
    RMB
	 	(about $1,343,687)
	 	 	 
	Time table of investments
    promised by the Buyer:	 
	 	 	 
	1. March 30, 2006	$ 250,000	 
	2. May 20, 2006	$ 96,000	 
	3. July 31, 2006	$ 300,000	 
	4. Remaining investment
    ($697,000) shall be paid in equal monthly instalments from August to
    December 20, 2006).


 


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SANHE SINO-TOP RESOURCES & TECHNOLOGIES, LTD.


UNANIMOUS WRITTEN CONSENT 

of the 

BOARD OF DIRECTORS 

IN LIEU OF A SPECIAL MEETING 

March 16, 2006 


The undersigned, being and
constituting all of the directors of SANHE SINO-TOP RESOURCES & TECHNOLOGIES,
LTD., a limited liability company and joint venture organized and existing under
the laws of the People's Republic of China ("Sino-Top"), hereby take the
following actions and adopt the following resolutions. 


RESOLVED,
that as required under Section 8.1 of the Joint Venture Contract dated January
27, 2005 between Sino-Top, Sino-Top Shareholders (as defined in the Joint
Venture Contract) and Sino Silver Corp., a Nevada corporation ("Sino Silver"),
the undersigned directors consent to Sino Silver transferring its entire 60%
interest in Sino-Top to Silver Dragon Resources Inc., a corporation incorporated
under the laws of the State of Delaware ("Silver Dragon"), pursuant to the terms
of the Asset Purchase Agreement dated March 16, 2006 among Sino Silver, Sino-Top
and Silver Dragon. 

[SIGNATURES TO FOLLOW ON NEXT PAGE] 

 

 


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The undersigned directors have executed this Unanimous Written Consent in
Lieu of a Special Meeting as of the date first written above. 




  	DIRECTORS:
	 
	 	 
	 	 
	
      Ian Park	 
	 	 
	 	 
	 	 
	 	 
	
      Duan Huanchun	 
	 	 
	 	 
	 	 
	 	 
	
      Randall Martin	 
	 	 
	 	 
	 	 
	 	 
	
      Liang Limin	 
	 	 
	 	 
	 	 
	 	 
	
      Jiao Wensheng	 




 


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SANHE SINO-TOP RESOURCES & TECHNOLOGIES, LTD.


WRITTEN CONSENT 

of the 

SHAREHOLDERS 

IN LIEU OF A SPECIAL MEETING 

March 16, 2006 


The undersigned, being and
constituting all of the shareholders ("Sino-Top Shareholders") of SANHE SINO-TOP
RESOURCES & TECHNOLOGIES, LTD., a limited liability company and joint venture
organized and existing under the laws of the People's Republic of China
("Sino-Top"), hereby take the following actions and adopt the following
resolutions. 


RESOLVED,
that as required under Section 8.1 of the Joint Venture Contract dated January
27, 2005 between Sino-Top, Sino-Top Shareholders (as defined in the Joint
Venture Contract) and Sino Silver Corp., a Nevada corporation ("Sino Silver"),
the undersigned Sino-Top Shareholders consent to Sino Silver transferring its
entire 60% interest in Sino-Top to Silver Dragon Resources Inc., a corporation
incorporated under the laws of the State of Delaware ("Silver Dragon"), pursuant
to the terms of the Asset Purchase Agreement dated March 16, 2006 among Sino
Silver, Sino-Top and Silver Dragon, and furthermore, we waive our first right of
refusal to purchase such interest from Sino Silver. 

[SIGNATURES TO FOLLOW ON NEXT PAGE] 

 

 


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The undersigned Sino-Top Shareholders have executed
this Written Consent in Lieu of a Special Meeting as of the date first written
above. 




  	SHAREHOLDERS:	 
	 	 
	 	 
	
      Zhou Lin	 
	 	 
	 	 
	 	 
	
      Duan Huanchun	 
	 	 
	 	 
	 	 
	
      Shi Zhongmei	 
	 	 
	 	 
	 	 
	
      Zhang Hongliang	 
	 	 
	 	 
	 	 
	
      Yang Wen	 
	 	 
	 	 
	 	 
	
      Yang Guofu	 




 


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