---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D. C.
20549

FORM 10-K/A(Amendment No.1)

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedDecember 31,
2014

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number0-29657

SILVER DRAGON RESOURCES
INC.(Exact name of registrant as specified in its
charter)

|Delaware                        | 33-0727323                          
|------------------------------- | ------------------------------------
|(State or other jurisdiction of | (I.R.S. Employer Identification No.)
|incorporation or organization)  |                                     

200 Davenport Road Toronto,Ontario, M5R
1J2(Address of principal executive offices) (Zip Code)

(416) 223-8500(Registrants telephone number,
including area code)

Securities registered under Section 12(b) of the Exchange Act:

|Title of Each Class: | Name of Each Exchange on Which Registered
|-------------------- | -----------------------------------------
|N/A                  | N/A                                      

Securities registered under Section 12(g) of the Exchange
Act:**Common Stock $0.0001 par value**(Title of
Class)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [   ]      No [X]

Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Act.

Yes [ 
 ]      No [X]

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]    
 No [   ]

---

Indicate by check mark whether the registrant has submitted
electronically and posted on the corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).

Yes
[X]      No [   ]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.[   ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one)

Large accelerated filer [   ]
    Non-accelerated filer [   ]
    Accelerated filer [   ]
    Smaller reporting company [X](Do not check if smaller reporting company)


Indicate by check mark whether registrant is a shell company
(as defined in Rule 12b-2 of the Act).

Yes [ 
 ]      No [X]

As of June 30, 2014, the last business day of the registrants
most recently completed second quarter, the aggregate market value of the issued
and outstanding common stock held by non-affiliates of the registrant, based
upon the closing price of our common stock as quoted on the OTCQB was
approximately $5,485,000. For purposes of the foregoing statement only, all
directors, executive officers and 10% shareholders are assumed to be affiliates.
As of March 25, 2015, there were 290,634,110 shares of the registrants common
stock outstanding, par value $0.0001.

DOCUMENTS INCORPORATED BY REFERENCE

None.

---

EXPLANATORY NOTE

Silver Dragon Resources Inc. (the Company or we) is filing this Amendment
No. 1 (the Amendment) to our annual report on Form 10-K for the year ended
December 31, 2014, filed with the Securities and Exchange Commission on March
27, 2015 (the Original Filing) to remove all resource disclosures in
compliance with Industry Guide 7. This Amendment contains changes to Part 1-Item
2 (Description of Properties) and Part IV-Item 15 (Exhibits, Financial Statement
Schedules).

In accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002,
currently dated certifications of the Companys principal executive officers and
principal financial officers are attached to this Form 10-K/A as Exhibits 31.1,
31.2 and 32.1. Part IV-Item 15 has not been amended in any respect from the
Original Filing, except for the amended text of the aforementioned Exhibits. 
No changes have been made to the Original Filing other than to add the
information as described above. This Amendment should be read in conjunction
with the Original Filing and the Companys other filings made with the
Securities and Exchange Commission subsequent to the filing of the Original
Filing on March 27, 2015. The Original Filing has not been amended or updated to
reflect events occurring after March 27, 2015, except as specifically set forth
in this Amendment.

---

Table of Contents

|Part I                                          | 1 
|----------------------------------------------- | --
|Item 2 Description of Properties                | 1 
|Part IV                                         | 16
|Item 15 Exhibits, Financial Statement Schedules | 16
|Signatures                                      | 19



---

Part I

Item 2. Description of Properties

Introduction

We currently have an interest in the following six silver
poly-metallic exploration properties in the Erbahuo Silver District located in
Inner Mongolia, China: Dadi; Laopandao; Aobaotugounao; Shididonggou; Yuanlinzi;
and Zhuanxinhu. The nature and extent of our interest in such properties is
discussed above under the heading Item 1  Description of Business.
Only two of such properties are material to us at the current date: Dadi and
Laopandao. We no longer consider Aobaotugounao to be material as a result of
Sino-Top having determined not to further invest in Aobaotugounao, beginning in
2013. The following table briefly summarizes certain details relating to these
properties

Property Name
    Location
    Size
    Minerals 
      Targeted
    Operational StatusSilver,Dadi
    Keshiketeng County
    12.48km2/
    copper,
    Active explorationInner Mongolia,
    3,083.88
    tin,lead,
    Mining licenseChina
    acres
    zinc,
    submittedcadmium
    in November 2011Silver,Laopandao
    Keshiketeng County
    33.67km2/
    copper,
    Active explorationInner Mongolia,China
    8,320acres
    tin,lead,zincAobaotugounao
    Keshiketeng County
    21.07km2/
    Silver
    InactiveInner Mongolia,China
    5,207acresYuanlinziBeishan
    Keshiketeng County
    51.20km2/
    Silver,tin
    InactiveInner Mongolia,China
    12,652acresShididonggou
    Keshiketeng County
    3.11km2/
    Silver
    InactiveInner Mongolia,China
    768acresSilver,Zhuanxinhu
    Keshiketeng County
    6.24km2/
    copper
    InactiveInner Mongolia,China
    1,542acres


1

---

Dadi Silver-Polymetallic Project

The Dadi silver-polymetallic property (Dadi or the Dadi
Property) is owned by Sino-Top, in which the Company owns a 20% equity
interest.

The Dadi Property is without known reserves. Five mineralized
zones have been discovered at the Dada Property. Among them, mineralization
zones I, II and IV are controlled by adits, transverse adits, surface trenches,
surface drill holes and underground drill holes intensively.

The General features of the mineralization zones are as
follows:

- Mineralization zone I is located in the central part of the property and is
  approximately 1000m long with widths ranging from 5m to 60m and with a 310° to
  340° strike. Within mineralization zone I, five mineralized bodies are
  identified. The largest is mineralized body I, which is 350m long, 2.8m wide,
  and its dip extension reaches 350m.
- Mineralization zone II is located in the northeast part of the property and
  is approximately 1000m long with width from 5m to 60m and dips to northeast
  with 60°~70°dip angle. Within mineralization zone II, six mineralized bodies
  are discovered by surface trenches, surface drill holes, underground drill
  holes, exploration tunnels at 1,426m (PD2), 1,384m (PD1), and at 1,350m
  levels. According to estimation, mineralization zone II accounted for 80% of
  all the polymetallic mineralization at the Dadi Property.
- Mineralized body II is the most important polymetallic body within
  mineralization zone II. It is of 320°~340°strike, dips to NE with 70°~75°dip
  angle. On the surface (1,500m elevation), mineralized body II is 300m long and
  its widest part is 6m at trench TC26-2. At 1,426m level adit (PD1), it is 330m
  long; at 1,384m level adit, it is 290m long; and at 1,350m level adit, it
  reaches 550m long. All transverse drifts at each three level tunnels hit
  mineralized body II, with the widths ranging from 0.5m to 17.4m. Within
  mineralized body II, massive vein forms and disseminated galena are common.
- Surface drill holes control mineralized body II in the range of 400m along
  its strike with dipping depths ranging from 130m to 430m. The true thickness
  of mineralized body II at depth is from 2.9m to 22m, discovered by drilling.
  The thickest part (20.8m) is discovered by drill hole ZK0801, which is located
  at exploration line 8.
- Mineralization zone III is located 250m southwest of mineralization zone
  II. It is approximately 250m long and 1m wide, and controlled by four surface
  trenches. Its occurrence is NW strike, and it dips to NE25°~75° with dip angle
  55°. Mineralization zone IV is located at the central part of the property. On
  the surface, it is 450m long with width 0.8~7.2m. Its deep part is controlled
  by tunnel PD4 at 1,329m level and 18 underground drill holes. The controlled
  length of mineralization zone IV at depth reaches 350m and the width ranges
  from 0.7m to 5.5m. The dipping depth controlled by underground drilling
  reaches 140m.
- Mineralization zone V is located between mineralization zones I and II. It
  is 200m long and consists of 10 mineralized bodies.

Location and Description

The Dadi Property is situated in north central Inner Mongolia
in the Xilin Gol Administrative District, approximately 450 kilometers north of
Beijing. The geographic coordinates of the Property are Longitude 117° 36 15
to 117° 38 45 E and Latitude 43° 2100 to 43° 23 00 N. Modern multi-lane
divided highways provide excellent access to within five kilometers of the
Property.

Regionally, the Dadi Property is located on the intersection of
the northern edge of the microplates that makes up the North China platform,
striking east-west, and the Siberian platform, and is situated in the area where
the Altaids belt intersects the Yanshanian orogenic belt. These structural belts
are major mineral-forming belts of China and this tectonic setting provides a
dynamic environment for the development of mineralizing systems. Mesozoic
(Yanshanian) continental volcano-magmatic activity took place along a
northeasterly trend to form the Butelaqu-Duolun volcanic zone. This zone
consists of a series of fault basins filled with volcanic rocks developed along
a northeasterly trend.

The Dadi Property is on the margin of the Toudi-Liudguo
Jurassic volcanic basin and is situated on the southwest end of the south side
of Huanggangliang-Ganzhuermiao Anticlinorium and is underlain by the volcanic
and volcanic-clastic rocks of the upper Jurassic Balyingaolao Formation.

Two explosive magazines were newly built in 2011. Gravel and
dirt roads have been constructed on the property and are in good condition.
Equipment on the property includes air compressors, cinder scrapers, jack
drills, generators, all purchased in 2011. Geology and Mineralization

2

---

Regional Geology

Regionally, the Dadi Property is located on the intersection of
the northern edge of the microplates that make up the North China platform,
striking east-west, and the Siberian platform, and is situated in the area where
the Altaids belt intersects the Yanshanian orogenic belt.

Mesozoic (Yanshanian) continental volcano-magmatic activity
took place along a northeasterly trend to form the Butelaqu-Duolun volcanic
zone. This zone consists of a series of fault basins filled with volcanic rocks
developed along a northeasterly trend. The Property is on the margin of the
Toudi-Liudguo, Jurassic volcanic basin.

Local and Property Geology

The Dadi Property is underlain by the volcanic and
volcanic-clastic rocks of the upper Jurassic Balyingaolao Formation.

Minerals occur in a gangue of quartz, chalcedony, carbonate
minerals, fluorite, barite, sericite, adularia and clay minerals. Banding of the
minerals is common. The veins can also contain minerals in crusty, vuggy and
colloform textures. Widespread wall rock alteration includes chlorite, sericite,
quartz, pyrite and locally carbonate and feldspar minerals. Heavily oxidized
rock consists of limonite with sulphide inclusions.

Alteration in the Dadi Property is pervasive. Type and
intensity of the alteration varies with proximity to mineralization and the host
rock. Near surface oxidation of the sulfide minerals is pervasive and is
characterized by the development of box work structures providing evidence of
extensive leaching. Limonite is the dominant alteration product. Oxidation
moderates with the transition to the sulphide environment at depth.

Within the sulphide environment the nature, extent and
intensity of the wall rock alteration is directly related to proximity to
mineralization and to a lesser degree on the rock type. Limonitization and
pyritization are dominant with weak chloritization and carbonatization; the
alteration products include limonite and pyrite, which exhibit a grainy or
cellular appearance and chlorite and calcite occurs as veinlets.

Mining Claims

The Dadi Property comprises one exploration license,
T15120090602031788, which covers 1,248 hectares. The license was granted on
August 2, 2013 and is valid until June 30, 2015. The exploration license is
under the name of Inner Mongolia Guangda Mining, Ltd. (a wholly owned subsidiary
of Sino-Top). The license grants the right to detailed exploration over an area
of 12.48 square kilometers in Keshiketeng County, Inner Mongolia. The registrant
of the license must file annual geological reports with the local land and
resources administration at year end. Prior to expiration of the license, which
is usually valid for two years, the registrant can apply for license renewal,
which requires relevant materials to be presented in order to show that the
stage of exploration work on the property is further advanced. Stages of
exploration work advance from reconnaissance, general exploration, detailed
exploration and prospecting. If the registrant cannot fully complete the
necessary exploration work on the property due to geological conditions, the
registrant has one opportunity to apply for the license renewal at the same
stage of exploration. The application materials for renewal presented to the
Land and Resources Department include property location map, exploration
license, opinions from the local government, exploration work design/contracts,
qualification certificates of contractors, source of project funds, annual
exploration reports reviewed/approved by the local land and resources
administration and financial reports. While management expects that the license
will be renewed following application, there can be no assurance thereof.

There are no environmental liabilities, royalties, back-in
rights or other payments known to us to which the Dadi Property is subject, and
there are no other significant factors or risks known to us that may affect
access, title, or the right or ability to perform work on the property.

3

---

The following map illustrates the general location of the Dadi
Project and the associated mining claims:



History of Previous Operations

The silver, lead and zinc mineralization on the Dadi Property
was discovered by silt geochemical surveys in 1963 and 1964 by the North China
Exploration Bureau. Over the next three decades, to our knowledge, very little
work was done on the Dadi Property.

4

---

In 2005, Sino-Top acquired Dadi and commenced work in 2006.
Since, extensive surface and underground exploration was carried out.

Over the past eight plus years, as discussed below, exploration
on the Dadi Property has included geological mapping at various scale, soil
geochemistry, trenching, geophysics, diamond drilling, extensive underground
exploration on two levels.

An extensive underground tunnel system has been constructed and
a drilling, trenching & tunneling program is well underway with a total of
7,174 meters of surface trenching 19,113 meters of diamond drilling, and 10,071
meters of underground exploration and infrastructure tunneling completed to
date.

Trenching

The majority of the trenching activity on the Dadi Property
over the past 5 years focused on exploring the primary deposit zone 1 (PD1)
deposit area (mineralized zone), excavating over 30 trenches and extracting over
4,600 metres3of overburden-regolith. The results of this work were
encouraging, resulting in the discovery of 10 mineralized zones. During this
time, three trenches (TC24, TC25-1 and TC2) exposed the primary deposit 2
(PD2) deposit along strike for 250 metres. During 2010, trenching activity
shifted to the PD2 deposit area, excavating six additional trenches, extracting
approximately 225 metres3of overburden-regolith to expose and trace
the PD2 deposit along strike for an additional 550 metres for a total strike
length of 800 metres. Samples from trenching were delivered to the field office
for temporary secure storage and held for shipment to the Yanjiao Central
Laboratory of North China Nonferrous Geological Bureau in Sanhe for analysis.
Results of the sample analysis were used to evaluate and further define future
exploration targets and focus.

Underground Exploration

The underground infrastructure work on the Dadi Property was
carried out under contract by Wenzhou Mining Engineering Co. Ltd., The contract
called for nominal two metre by two metre underground openings; however, in most
cases, the openings are slightly larger. During the 2010 exploration Program,
1,910.7 metres of underground tunneling was completed. This work connected the
PD1 deposit accessed by the PD1 adit level (1384 meters ASL) with the PD2
deposit accessed by the PD-2 adit level (1426 metres ASL), thereby integrating
both deposits into the Dadi mine plan.

5

---

Underground Channel Sampling

Extensive underground channel sampling was completed during the
2010 exploration program.

Underground exploration during 2010 exposed the PD1 and PD2
mineralized zones. The mineralized zone was mapped and sample locations
identified by a geologist. The sample locations were based on visual inspection
of the exposed mineralized zone. Samples were delivered to the field office for
temporary secure storage and held for shipment to the Yanjiao Central Laboratory
of North China Nonferrous Geological Bureau in Sanhe for analysis.

Results of the sample analysis were used to evaluate and
further define future exploration targets and focus.

Initially, the program focused on sampling the mineralized
zones intersected along the crosscut drift connecting the PD1 and PD2
deposits.

Diamond Drilling

Concurrent with the underground exploration program, Sino-Top
contracted HIC to perform a diamond-drilling program consisting of 18 diamond
drill holes totaling 8,476.04 metres. These holes were located to test deep
targets on the PD1 and PD2 deposits. The core boxes were delivered to the field
office by a technician, and the core was stored in a secure location pending
logging and sampling. The drill core was logged and sample intervals identified
for diamond saw cutting and sampling. The intervals to be sampled were based on
the visual presence or absence of lead and zinc mineralization in the drill
core. Nominally, the sample interval was 1.0 meters, respecting geologic
control, and depending on the nature of the mineralization the samples would
range between 3 and 5 kilograms. The samples were stored in the field at a
secure location and delivered to the Yanjiao Central Laboratory of North China
Nonferrous Geological Bureau in Sanhe for analysis. Results of the sample
analysis were used to evaluate and further define future exploration targets and
focus.

2012 Operations

Exploration work for 2012 at Dadi commenced on February 24,
2012, focusing on underground drifting (face drilling) and underground drilling.
Twelve underground drill holes have been completed with a total drilling length
of 1,039 meters. In addition, underground drifting, including transverse drifts
at the 1,350m level and in tunnel PD4, was also completed. The total tunneling
length was 692.8 meters, including transverse drifts and transportation tunnels.
At present, 149 samples from drill core and channel sampling within the
transverse drifts have been analyzed.

Twelve underground drill holes and six underground transverse
drifts were completed to define mineralization zones I, II and IV. A total of
five mineralization zones have been discovered at Dadi, of which, zones I, II
and IV haven been the main targets for this years exploration work.

Samples were collected from drill holes and transverse drifts
at Dadi: three transverse drifts at 1,350 meters showed silver-lead-zinc
mineralization in mineralization zone II; and one transverse drift revealed
silver-lead-zinc mineralization in mineralization zone IV. Three underground
drill holes showed silver-lead-zinc mineralization.

According to assay results, four of the completed underground
drill holes (ZK0808, ZK0308, ZK0702, and ZK0901) have revealed significant
Silver-Lead-Zinc mineralization.

The four underground drill holes located in the 1,384m level
PD1 tunnel at exploration lines No. 3, No. 7 and No. 9 at Dadi further define
mineralization zones I and II, at deeper levels.

Two mineralized intervals at Dadi have been discovered at the
underground drill hole ZK0808: azimuth 220°, dip angle 86°, drilling length
120m. One is from 61.5m to 63.0m interval and the second interval is from 97.5m
to 100.5m.

Four intervals at Dadi hit silver, lead and zinc mineralization
at underground drill hole ZK0702: azimuth 220°, dip angle 85°, drilling length
71.5m; the first interval is from 58.5m to 60.0m , the second and the third
intervals are from 63.0m to 66.0m, and the fourth interval is from 67.5m to
69.0m. Additionally, in intervals from 45.65m to 70.0m, the rocks are strongly
altered and assay results show most of the samples reaching industrial grades or
near cutoff grades of lead and zinc. These results demonstrate a concentration
of lead and zinc mineralization.

Three samples taken at Dadi from intervals from 56.4m to 60.6m,
at underground drill hole ZK0901: azimuth 220°, dip angle 87°, drilling length
72m show relatively strong zinc mineralization and weak silver and lead
mineralization.

6

---

Based on assay results for underground dill hole ZK0308 at
Dadi: azimuth 220°, dip angle 86°,drilling length 120.85m, one sample (from
84.0m to 85.5m interval) reveals mineralization.

2013 Operations

Exploration and mine development were conducted in 2013 in
preparation for mining and ore processing. Surface and underground exploration
was conducted in 2013 to further probe the extensions of mineralization in
mineralization zones I, II and IV, with 3,071.62m tunneling (incl. 2,120.92m
adit, 225.1m ventilation shaft, 637.3m cutting and 88.3m winze), and 3,823.74m3
mine development (tunnel expansion and consolidation) completed. In addition, a
shaft above the main mining tunnel was commenced and progressed to approximately
18 meters, and an inclined shaft inside adit No. IV progressed to 88.3 meters.
Also 359.25m surface drilling and 4,122.1m in-pit drilling were completed in
2013. The total cost of exploration work completed by Sino-Top in 2013 was over
RMB10.0 million.

In preparation for mill construction, 120,000 square meters
(approximately 30 acres) of land was acquired for the sites of the mill and
tailings pond.

Mining license application is in progress, currently in the
stage of environmental appraisal (including water resource utilization review).
The management expects to obtain the mining license in early 2015.

2014 Operations

During 2014, field projects for the yearly exploration season
were completed, with 2,791.77m of tunneling (including 2,442.47m adit and 349.3m
ventilation shaft), 753.46m in-pit drilling (3 holes) and 1,436.935m3 mine
development (tunnel expansion and consolidation). Chemical analysis was
completed for 381 samples. In addition, the shaft above the main mining tunnel
progressed to 277.024m and the inclined shaft inside adit No.IV to 21.87m.
Within mineralization zone IV, copper and tin mineralization was newly
identified and a 6m wide mineralization belt was identified which contains lead,
zinc, silver, tin and copper. Extraction preparation was completed for 85,000
tonnes of ore. Mine design and equipment procurement are currently in progress
for the planned construction of a 1,000tpd mill. Mining license application is
also progressing, currently in the stage of environmental appraisal, which
includes water resource utilization review. The total cost of exploration work
completed by Sino-Top in 2014 was approximately RMB13.661 million or
approximately $2,217,000.

Exploration Plans for 2015

As of the filing of this report, the 2015 exploration plans at
Dadi had not been finalized or approved by the board of directors of Sino-Top,
although we expect the plans to include: core drilling, trenching and tunneling
program; metallurgical study of the minerals; additional sample testing and
assaying; and conducting test runs of the mill and tailings pond and make the
necessary modifications once the mill is completed.

Laopandao Silver-Tin-Polymetallic Project

Location and Description

Located in north central Inner Mongolia in Keshiketeng County,
approximately 650 kilometers north of Beijing, the Laopandao
Silver-Tin-Polymetallic Project (the Laopandao Property) is readily
accessible by car along modern, interprovincial, multi-lane highways, secondary
paved and gravel roads. Inner Mongolia is located in north-central China and
covers approximately 1.183 million km2, and borders Russia and Mongolia. The
geographic coordinates of the Laopandao Property are: Longitude from 117° 37
00 E to 117° 40 00 East and Latitude from 43° 31 00 N to 43° 37 00
North.

The following map illustrates the general location of the
Laopandao Property and the associated mining claims:

7

---



The Laopandao Property is strategically located at the
intersection of two major mineral rich metallogenic belts in northern China. The
Greater Hinggan Mountain Range is a result of this dynamic junction environment.
The Laopandao Property is dominantly underlain by the Upper Jurassic
Baiyinggaolao Formation dacitic-tuffaceous lava, rhyolite tuff, tuffaceous
sandstone and conglomerate of the Greater Hinggan Mountain Range. The principal
host rocks for the mineralization on the Property are dacitic-tuffaceous lava,
dacitic tuff and granite.

The Laopandao Property is without known reserves. An explosives
magazine was newly built in 2011. Gravel and dirt roads have been constructed on
the property and are in good condition. A total of 2,800 meters of tunneling
have been completed. The total cost incurred to date by Sino-Top on exploration
of Laopandao has exceeded RMB19.2 million. The source of power is on-site diesel
generators. Water is transported from local water supply to the project by
tankers.

Geology and Mineralization

In the Laopandao Project area, faults are well developed and
control not only the formation, distribution and spatial shape of magmatic
rocks, but also the formation and distribution of mineral deposits. In
particular, torsion and deflection of NE-trending structure provides the space
for mineral formation, especially the junction of numerous structures; the
intersection part of rhombus faulted blocks is a favorable place for mineral
deposition.

8

---

Faults are well developed in the Anomaly 95 area. The prominent
regional north-northeasterly trending F1 faults are not mineralized; however,
the north-northwesterly trending F2, F5 and F4 dominantly control the mineral
deposition in the area and on the Property.

Hydrothermal tin-polymetallic fracture filling and disseminated
mineralization in granite prophyry occur on the Laopandao Property. The
hydrothermal tin-polymetallic mineralization consists of marcasite,
arsenopyrite, chalcopyrite, chalcocite, tetrahedrite, pyrrhotite, cassiterite,
argentite, sphalerite and native silver. Occasionally, limonite fills the
fissure on the shallow surface and replaces arsenopyrite and pyrite. Metallic
minerals vary irregularly along the dip and strike. However, there is no obvious
difference between mineral combination and content. Gangue minerals are mainly
composed of feldspar, quartz, sericite, carbonate and minor tourmaline.

Major elements in the sulphide bodies include Ag, Cu and Sn,
with minor Au, As, Mo and Sb. The structure and texture is hypidiomorphic,
allotriomorphic granular or irregular and granular cataclastic textures, and
sparse, dense or strip-like dissemination or scattered or massive structures.
The disseminated mineralization includes cassiterite, arsenopyrite,
chalcopyrite, pyrrhotite, magnetite, pyrite, silver tetrahedrite, tennantite and
anatase. Tin is the major element and ranges from 0.1% to 34.08% with minor Ag,
Cu, As, Mo and Sb. The gangue minerals mainly include quartz, acid plagioclase,
feldspar, biotite, fluorite and tourmaline.

Anomaly 95 has been the primary focus of the exploration
activity over the years. This anomaly contains Zone I, Zone II and Zone III.
Each structure contains mineralized pods or lenses of fracture filling type
massive sulphide mineralization.

ZoneI Mineralization

Hosted by the volcanic sequence of the Baiyingaolao Formation,
Zone I strikes WNW and dips 75° to 80° NNE. The structure has been exposed along
strike by trenching, intersected in diamond drill holes and exposed underground
as being approximately 540m long, 100m wide and has been traced by diamond
drilling to a depth of 300m. HIC has identified seven mineralized bodies hosted
by this structure. The alteration consists of chloritization, silicification,
argillization, fluoritization, limonitization and tourmalinization, with minor
pyritization.

Zone II Mineralization

Zone II is hosted by the volcanic Baiyingaolao Formation and is
located approximately 150m south-southwest of Zone I. Zone II strikes WNW and
dips 75° to 80° NNE. The structure has been exposed along strike by trenching
and intersected in diamond drill holes as being approximately 200 long, 250 wide
and has been traced by diamond drilling to a depth 300m. HIC has identified
three mineralized bodies hosted by this structure. The bodies are parallel
features approximately 50m apart; each has parallel zones of mineralization
hanging wall and footwall of the Zone. The alteration consists of
chloritization, silicification, argillization, fluoritization, limonitization
and tourmalinization, with minor pyritization. Further work is required on this
Zone to determine its potential.

Zone III Mineralization

Zone III is located in the southern portion of Anomaly 95 and
is hosted by the marginal-phase Granite Porphyry-Late Yanshanian Period (γπ53).
This Zone strike East-West and is comprised of twenty-one (21) parallel tin
polymetallic mineralized lenses which has been exposed in trenching, drill holes
and underground. The lenses have been traced along strike for 300m being exposed
in trenches and intersected in drill holes. The lenses dip variably to the north
at between 31° and 73°. In general the dips are steeper in the upper portion of
the hole and tend to flatten at depth.

In the 15 drill holes which defined Zone III, there is locally
intense mineralization, particularly in the line 304 in the east, and the
alteration continues to a depth of over 400m. Alteration consists of
tourmalitization, seritization and feldsparization, followed by lesser
fluoritization.

Channel sampling across the mineralized zones and the enclosing
hanging wall and footwall rocks was carried out under geologic control by
technicians under the supervision of HICs geologists. The sampling channels
were 10cm wide and 3cm deep and cut with a hammer and chisel. Sampling was
carried out across the working face immediately following a blast or across the
back or along the ribs of the drift or cross cut. Rock chip samples were also
taken every 3m along the drift or cross-cut to obtain a composite 250 to 300
gram sample. One rock chip sample was taken every 1m2 along the main haulage
adit.

9

---

Mining Claims

The Laopandao Property comprises one exploration license,
T15120090702032551, covering 33.67 square kilometers. The license is valid from
June 30, 2012 to June 30, 2014 and is renewable by way of an application. The
exploration license is owned by Inner Mongolia Guangda Mining, Ltd. (a wholly
owned subsidiary of Sino-Top). It grants the right to detailed exploration over
an area of 33.67 square kilometers in Keshiketeng County, Inner Mongolia. The
registrant must file annual geological reports with the local land and resources
administration at year end. Prior to expiration of the exploration license,
which is usually valid for two years, the registrant can apply for license
renewal, which requires relevant materials to be presented in order to show that
the stage of exploration work on the property is further advanced. Stages of
exploration work advance from reconnaissance, general exploration, detailed
exploration and prospecting. If the registrant cannot fully complete the
necessary exploration work on the property due to geological conditions, the
registrant has one chance to apply for the license renewal at the same stage of
exploration. The materials required to be presented to the Land and Resources
Department include renewal application, property location map, exploration
license, opinions from the local government, exploration work design/contracts,
qualification certificates of contractors, source of project funds, annual
exploration reports reviewed/approved by the local land and resources
administration, financial reports on exploration expenses, and the exploration
work summary/plan. While the Company anticipates that the license renewal
request will be approved, there can be no assurances.

There are no environmental liabilities, royalties, back-in
rights or other payments known to us to which the Laopandao Property is subject,
and there are no other significant factors known to us that may affect access,
title, or the right or ability to perform work on the Laopandao Property.

The exploration program, as conducted from 2005 through present
day, has been carried out by HIC under a contract with Sino-Top.

History of Operations

The following summarizes the history of the exploration
activity on the Laopandao Property from 1960 to the present.

1960-1980

During the 1960s, an airborne magnetometer survey was carried
over Keshiketeng County as part of the regional mapping program. Subsequent
prospecting, soil geochemical surveys and geological mapping during the 1970s
and early 1980s by North China Geological Exploration Bureau resulted in the
delineation of tin-polymetallic (silver, lead and zinc) soil geochemical
dispersion trains and mineral occurrences referred to as Anomaly 95, Anomaly 102
and Anomaly 104 (falls outside the Property). The anomalous areas are up to 300m
wide and contain lenticular mineralized bodies ranging from 1 to 7m wide.

1985-1986

Follow-up trenching and sampling during this period resulted in
the discovery of 37 tin occurrences. Exploration on the Laopandao Property was
suspended from 1986 until 2004.

2004

After almost two decades of inactivity, Sino-Top acquired the
Laopandao Property.

2005

During the 2005 exploration season, HIC, on behalf of Sino-Top,
completed follow-up magnetometer and electromagnetic surveys, reconnaissance
geological mapping and soil geochemical profiling over the known tin
occurrences. The results of the work further defined Anomaly 95 and Anomaly
104.

2006

The 2006 exploration program focused on the Anomaly 95. The
work associated therewith included preliminary geological mapping (1:5000), soil
geochemical profiling, IP and resistivity profiling, two diamond drill holes
totaling 3,265m and underground exploration, mapping and sampling on the PD6
adit.

10

---

2007

During 2007, the exploration program at the Laopandao Property
continued to focus on Anomaly 95. HIC completed reconnaissance prospecting and
detailed exploration, consisting of preliminary geological mapping (1: 5000),
topographic mapping (1: 2000), geological mapping (1: 2000), random primary
litho-geochemical halo mapping (1: 5000), soil geochemical and geophysical
profiling (1: 2000), 11,613 metres of diamond drilling in 7 holes and
underground exploration, mapping and sampling (PD2 Adit). Geological mapping and
reconnaissance soil geochemical sampling was also carried out on Anomaly 102 and
Anomaly 104.

Detailed exploration of Anomaly 95 identified three prominent
mineralized structures hereafter referred to as (Zone 1, Zone II and Zone
III). Each such zone contains a number of lenticular mineralized bodies-
lenses. Zone I contains 7 lenses, Zone II contains 16 lenses and Zone III
contains 15 mineralized lenses, for a total of 38 mineralized bodies.

2008

During the 2008 exploration season, HIC carried out prospecting
and detailed surveys over Anomaly 95 completing a soil geochemical survey (1:
2000), a reconnaissance and detailed Induced Polarization (IP) surveys, 501
metres of diamond drilling in 1 hole and 217 metres of underground exploration
extending the PD6 adit for a total of 1,617m and PD3 adit for a total of 1,468m.

2009

The North China Geological Bureau continued to focus on Anomaly
95, completing detailed exploration of Zone I and Zone II, as well as
reconnaissance exploration on Zone III and confirmation of Anomaly 102. This
work included a topographic survey (1:2000) and preliminary geological survey
(1: 2000), continued underground exploration and surface diamond drilling.
Further work was also carried out on Anomaly 102, which included underground
infrastructure construction and a deep penetrating IP survey.

11

---

2010

Advanced geological exploration work was continued and the
exploration targets were focused on mineralization Zone I and Zone III. The
exploration consisted of 11 drill holes (4,696 m), 634m tunneling, and an
additional geophysical survey.

2011

In 2011, the exploration work focused on mineralization Zone
III and included 308 meters tunneling, 192 pieces of sampling and assaying, as
well as hydrogeological, engineering, geological, and environmental surveys
within the Laopandao Property demonstrating a potential viable operation

2012

In 2012, Beijing Longxing Shengxuan Technology Investment Co.,
Ltd. was commissioned by Sino-Top to conduct metallurgic tests on Mineralization
Zones I, II and III of Laopandao Sn-Polymetallic Property.

A summary of the metallurgic test on Mineralization Zones I and
II of Laopandao Sn-Polymetallic Property is as follows:

The metallurgic test mainly involves Cu and Ag recovery. The
major metallic minerals include chalcopyrite, tetrahedrite and arsenopyrite,
followed by sphalerite, galena, pyrite, native bismuth, bismuthinite,
cassiterite, wolframite, etc. Gangue minerals are mainly quartz, feldspar, mica,
followed by kaolinite, apatite, rutile, xenotime, zircon, etc. The results of
chemical phase analysis show that most of Cu and Ag elements exist in Cu-bearing
sulfide, which is favorable for the recovery of copper and silver.

The challenge of this metallurgic test is the high content of
arsenic in the mineral. Arsenic is mainly in the form of arsenopyrite, but the
arsenic-bearing tetrahedrite is the major obstacle that impedes the effort of
separating arsenic from Cu concentrate. In order to improve the sale of the Cu
(Ag) concentrate, the arsenic content in the concentrate should be reduced as
much as possible. During the test, we applied coarse grinding to separate Cu and
Ag and processed the coarse concentrate to further reduce the content of arsenic
in Cu/Ag concentrate.

A summary of the metallurgic test on Mineralization Zone III of
Laopandao Sn-Polymetallic Property is as follows:

The results of chemical phase analysis show that tin
mineralization mainly exists in cassiterite. The major metallic minerals include
cassiterite, limonite, pyrite, arsenopyrite, etc. Gangue minerals are mainly
quartz, white mica, feldspar, chlorite, rutile, zircon, monazite, xenotime, etc.
Cassiterite in the mineral form ranges in size from micro grained to fine
granular. Due to poor floatability of cassiterite and its fine-grained
granularity, and the complexity of the minerals that affect cassiterite recovery
by gravity separation method, the recovery of cassiterite is complicated.

The mineral contains iron-bearing minerals in high specific
gravity. First, we extracted iron-bearing minerals by coarse grinding and
magnetic separation method (60% at -0.074mm level); then we processed the
magnetic separation tailings by gravity separation method in two categories (
+0.037mm and -0.037mm), so that cassiterite at +0.037mm level can be recovered
well and that of -0.037mm level recovered to the greatest extent. The mineral
contains pyrite and arsenopyrite, which gather and concentrate with cassiterite
during gravity separation, resulting in heavy contents of sulfur and arsenic.
Thus we conducted reverse flotation to separate sulfur and arsenic from Sn
concentrate and eventually obtained qualified Sn concentrate.

2013

No exploration work was conducted in 2013. Mining license
application is in progress, currently in the stage of mining area delimitation.
Management expects to obtain the mining license by the end of next year. The
total cost of exploration work completed by Sino-Top in 2013 was approximately
RMB15,000.

2014

The plans for 2014 included completing the review and filing
the geological report and completing the mining application. In addition, once
the mining license is obtained, Sino-Top intends to sell the Laopandao property
(assuming an interested party). At present, the mining application is still in
progress and expected in 2015.The total cost of exploration work completed by
Sino-Top in 2014 was approximately RMB33,770 or approximately $5,500.

12

---

Exploration Plans for 2015

As of the filing of this report, the 2015 exploration plans at
Laopandao had not been finalized or approved by the board of directors of
Sino-Top.

Other Exploration Properties

The following properties, which have no known reserves and are
exploratory in nature, began exploration during the prior year.

|**** | Yuanlinzi Beishan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | Located in Keshiketeng County, Inner Mongolia, China the
      property is 5,120 hectares (12,652 acres).                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | Identified commodities are silver and tin. The Company
      has a 20% interest in this property through its Sino-Top joint venture.
      The exploration license is held by HIC for the benefit of Sino-Top. It
      grants the right to detailed exploration over an area of 38.1 square
      kilometers in Keshiketeng County, Inner Mongolia. The validity period is
      from June 30, 2013 to June 30, 2015.                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | Surface exploration was conducted in 2013 to verify the
      existence of mineralization in the geophysical and geochemical anomalies,
      with 1,000m3trenching work completed, including three trenches (TC250-1,
      TC190-1 and TC31). Ordinary chemical analysis was conducted on 21 samples.
      The total cost incurred by Sino-Top on the exploration of Yuanlinzi in
      2014 was approximately RMB77,000.                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | The planned exploration for 2014 was to further identify
      the deeper parts of the original tin bodies I and II, with the use of old
      data of the 1970s, recalculating the economic values and identifying the
      promising anomalies.                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | At present, field projects for the yearly exploration
      season were completed with 502.45m drilling (2 holes) completed during
      2014. In addition, chemical analysis was completed for 14 samples. No
      industrial-value mineralization was detected. The total cost of
      exploration work completed by Sino-Top in 2014 was approximately
      RMB192,000 or approximately $31,200.                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|**** | Shididonggou                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | Located in Keshiketeng County, Inner Mongolia, China the
      property is 311 hectares (768 acres).                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | Identified commodities are silver lead and zinc. The
      Company has a 20% interest in this property through its Sino-top joint
      venture. The exploration license is under the name of Sino-Top. It grants
      the right to detailed exploration over an area of 3.11 square kilometers
      in Keshiketeng County, Inner Mongolia. The validity period was from April
      4, 2012 to April 3, 2014. The license renewal application has been
      submitted to the local government for review and approval.                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | Surface exploration was conducted in 2013 to probe the
      extensions of mineralization, with 617m drilling (3 holes) and 594
      m3trenching completed. Ordinary chemical analysis was conducted on 103
      samples, and mineralogical analysis on 2 samples. Drill hole ZK3501 hit
      two layers of Pb-Zn-Ag-Cu mineralization with a total thickness of 2.5m.
      Drill hole ZK2502 also hit mineralization. The controlled mineralization
      zone II-1 has an average thickness of 2  3 meters and a maximum
      along-hole depth of 218 meters.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | The exploration plans for 2014 included conducting
      trenching and drilling work to find out the ore-bearing potentials and
      continuity of major mineralization and verify the geophysical and
      geochemical anomalies based on the 2013 exploration work.                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | At present, field projects for the yearly exploration
      season were accomplished with 845.01m drilling (3 holes) having been
      drilled. In addition, 4.2km geophysical profiling was completed. Chemical
      analysis was completed for 51 samples. The total cost of exploration work
      completed by Sino-Top in 2014 was approximately RMB635,100 or
      approximately $103,000.                                                                                                                                                                   

13

---

|**** | Zhuanxinhu                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | Located in Keshiketeng County, Inner Mongolia, China the
      property is 624 hectares (1,542 acres).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | Identified commodities are silver and copper. The Company
      has a 20% interest in this property through its Sino- top joint venture.
      The exploration license is under the name of Sino-Top. It grants the right
      to detailed exploration over an area of 6.24 square kilometers in
      Keshiketeng County, Inner Mongolia. The validity period is from April 4,
      2012 to April 3, 2014. The license renewal application has been submitted
      to the local government for review and approval.                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | Surface exploration was conducted in 2013 to probe the
      extensions of mineralization, with 3,022m drilling (12 holes) and
      377m3trenching completed. Ordinary chemical analysis was conducted on 449
      samples, and mineralogical analysis on 10 samples. The controlled
      mineralization zone No. I has a length of 650 meters and an along-hole
      depth of 300  400 meters. The exploration plans for 2014 included
      conducting drilling work to control the strike and dip of ore body 1 based
      on work completed in 2013; conducting other exploration work to understand
      its ore-controlling structure and find new mineralization zones;
      conducting drilling and tunneling work to increase the mineralization
      zones; and studying ore-processing parameters and economic values.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      | At present, field projects for the yearly exploration
      season were completed with 4,399.84m of drilling (16 holes). In addition,
      6.24km2 geophysical prospecting was completed. Chemical analysis was
      completed for 375 samples. The total cost of exploration work completed by
      Sino-Top in 2014 was approximately RMB2.520 million or approximately
      $409,000.                                                                                                                                                                                                                                                                                                                                                                                                                                              

Aobaotugounao

In addition, Sino-Top owns the Aobaotugounao
silver-polymetallic property. This property was previously considered material
to us, but is no longer considered material because Sino-Top determined in 2013
not to fund further exploration. The Aobaotugounao Property is exploratory in
nature. Sino-Top intends to sell the Aobaotugounao Property (assuming an
interested buyer). The total cost of exploration work completed by Sino-Top in
2014 was approximately RMB971,000 or approximately $157,600.

The Aobaotugounao property covers a total of 21.07 km2. It is
approximately 9km northwest of Tongxing Township, Keshiketeng County,
Inner-Mongolia. Geologically, it is characterized by a hydrothermal vein
Ag-polymetallic deposit within Jurassic volcanic series. Major alterations are
limonitization, siliconization, chloritization and fluoritization.

The exploration license is held by Sino-Top. It grants the
right to detailed exploration over an area of 21.07 square kilometers in
Keshiketeng County, Inner Mongolia. The validity period is from January 15, 2013
to January 14, 2015 with a new exploration license application submitted.

In 2012, the Exploration Unit of North China Geological
Exploration Bureau completed exploration projects on the property. The main
tasks of the exploration were to operate advanced geological mapping of the
whole property area and to detect mineralization zones I and II in northern
property by trenching and drilling with 100m × 100m exploratory grid in order to
obtain 333 degree resources of silver, lead and zinc.

Completed exploration projects in 2012

The exploration projects completed in 2012 include 14 drill
holes and one surface trenching. The exploration work was focused on Ag-Pb-Zn
mineralization zone no. I (particularly ore zone [1]), which was discovered by
geophysical and geochemical detection, surface trenches, and 4 drill holes in
2011. The following table (Table 1) shows detailed exploration items of 2012. As
a result, a total of 12 Ag-Pb-Zn ore zones and mineralized bodies were
identified in the Property.

14

---

Table of Exploration work completed in 2012

no.
    Exploration work
    Completed workItem
    Unit1
    1:2000 geological and topographic mapping
    km2
    2.02
    Measurement of exploration lines
    km
    9.63
    Drilling (14 drill holes)
    m
    5695.254
    Trenching
    m3
    785
    Sample assaying
    piece
    4236
    Petrologic study on samples
    piece
    47
    engineering measurement
    point
    42


15

---

Part IV

Item 15. Exhibits, Financial Statement Schedules

The financial statements filed as part of this report are
listed separately in the Index to Financial Statements.

|Exhibit   | Name of Exhibit                                                                                                                                                                                                                                                         
|--------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.       |                                                                                                                                                                                                                                                                         
|          |                                                                                                                                                                                                                                                                         
|3.1(1)    | Certificate of Incorporation of American Electric
      Automobile Company, Inc., dated May 9, 1996                                                                                                                                                                     
|3.2(2)    | Certificate of Amendment to Certificate of Incorporation
      of American Electric Automobile Company, Inc., dated July 16, 2002
      Certificate of Amendment to Certificate of Incorporation of American
      Entertainment & Animation Corporation, dated February
|3.3(3)    | 25, 2005                                                                                                                                                                                                                                                                
|3.4(3)    | Certificate of Amendment of Certificate of Incorporation
      of Silver Dragon Resources Inc., dated September 23, 2011                                                                                                                                                
|3.5(9)    | Amended and Restated Bylaws                                                                                                                                                                                                                                             
|4.1(8)    | Form of Warrant                                                                                                                                                                                                                                                         
|4.2(4)    | Company Note dated February 15, 2011 between Silver
      Dragon Resources Inc. and Tonaquint, Inc.                                                                                                                                                                     
|4.3(4)    | Warrant to Purchase Shares of Common Stock issued to
      Tonaquint, Inc. and dated February 15, 2011                                                                                                                                                                  
|10.1(5)   | Asset Purchase Agreement dated as of March 16, 2006 among
      Silver Dragon Resources Inc., Sino Silver Corp. and Sanhe Sino- Top
      Resources and Technologies, Ltd.                                                                                              
|10.2(7)   | Consulting Services Agreement dated November 1, 2010
      between Silver Dragon Resources Ltd., Silver Dragon Resources Inc. and
      Travellers International Inc. and Marc Hazout                                                                                   
|10.3(7)   | Equity Transfer Contract dated July 4, 2008 by and
      between Silver Dragon Resources Inc. and Exploration Unit of North China
      Nonferrous Geological Exploration Bureau                                                                                        
|10.4(7)   | Equity Transfer Agreement dated July 4, 2008 regarding
      Sanhe Sino-Top Resources & Technologies, Ltd. between Silver Dragon
      Resources Inc. and Zhou Lin                                                                                                      
|10.5(6)   | Order Approving Stipulation for Settlement of Claim in
      the matter entitled Socius CG II, Ltd. v. Silver Dragon Resources Inc.
      filed on January 27, 2011                                                                                                     
|10.6(4)   | Note and Warrant Purchase Agreement dated February 15,
      2011 by and between Silver Dragon Resources Inc. and Tonaquint, Inc.                                                                                                                                       
|10.7(4)   | Form of Buyer Trust Deed Note dated February 15, 2011
      between Tonaquint, Inc. and Silver Dragon Resources Inc.                                                                                                                                                    
|10.8(4)   | Form of Secured Buyer Note dated February 15, 2011
      between Tonaquint, Inc. and Silver Dragon Resources Inc.                                                                                                                                                       
|10.9(4)   | Form of Deed of Reconveyance                                                                                                                                                                                                                                            
|10.10(10) | Amendment dated June 10, 2011 to outstanding Buyer Trust
      Deed Notes between Tonaquint, Inc. and Silver Dragon Resources Inc.                                                                                                                                      
|10.11(4)  | Form of Request for Full Reconveyance                                                                                                                                                                                                                                   
|10.12(4)  | Security Agreement dated February 15, 2011 between Silver
      Dragon Resources Inc. and Tonaquint, Inc.                                                                                                                                                               
|10.13(8)  | Convertible Promissory Note A-04192011 issued to JMJ
      Financial                                                                                                                                                                                                    
|10.14(8)  | Convertible Promissory Note B-04192011a issued to JMJ
      Financial                                                                                                                                                                                                   
|10.15(8)  | Convertible Promissory Note B-04192011b issued to JMJ
      Financial                                                                                                                                                                                                   
|10.16(8)  | Convertible Promissory Note B-04192011c issued to JMJ
      Financial                                                                                                                                                                                                   
|10.17(8)  | Secured & Collateralized Promissory Note C-04192011a
      from JMJ Financial                                                                                                                                                                                           
|10.18(8)  | Secured & Collateralized Promissory Note C-04192011b
      from JMJ Financial                                                                                                                                                                                           
|10.19(8)  | Secured & Collateralized Promissory Note C-04192011c
      issued by JMJ Financial                                                                                                                                                                                      
|10.20(8)  | Letter Agreement between JMJ Financial and Silver Dragon
      Resources Inc. dated April 19, 2011                                                                                                                                                                      
|10.21(8)  | Additional Default Provisions related to the Convertible
      Promissory Notes issued to JMJ Financial                                                                                                                                                                 
|10.22(12) | Promissory Note issued April 6, 2011 from GEL Properties,
      LLC                                                                                                                                                                                                     
|10.23(12) | Promissory Note issued April 11, 2011 to GEL Properties,
      LLC ($300,000)                                                                                                                                                                                           
|10.24(12) | Amendment #1 dated October 12, 2011 to Promissory Note
      issued April 11, 2011 to GEL Properties, LLC ($300,000)                                                                                                                                                    
|10.25(12) | Promissory Note issued April 11, 2011 to GEL Properties,
      LLC ($100,000)                                                                                                                                                                                           
|10.26(12) | Promissory Note issued December 15, 2011 to GEL
      Properties, LLC ($250,000)                                                                                                                                                                                        
|10.27(12) | Promissory Note issued December 15, 2011 to GEL
      Properties, LLC ($150,000)                                                                                                                                                                                        
|10.28(12) | Commercial lease dated December 19, 2011 between Silver
      Dragon Resources Ltd. and Haute Inc., as amended                                                                                                                                                          
|10.29(12) | Amendment dated January 31, 2012 between Tonaquint, Inc.
      and the Company                                                                                                                                                                                          
|10.30(12) | Promissory Note issued February 10, 2012 from GEL
      Properties, LLC                                                                                                                                                                                                 
|10.31(12) | Promissory Note issued February 10, 2012 to GEL
      Properties, LLC ($200,000)                                                                                                                                                                                        
|10.32(12) | Promissory Note issued February 10, 2012 to GEL
      Properties, LLC ($150,000)                                                                                                                                                                                        
|10.33(12) | Equity Transfer Agreement dated May 28, 2012 between the
      Company and Den Zuoping                                                                                                                                                                                  

16

---

|10.34(12)     | Joint Venture Contract related to Sino-Top dated January
      20, 2005, together with amendments and related agreements dated March 16,
      2006, October 31, 2006, July 4, 2008, March 20, 2009, July 3, 2009,
      December 12, 2009 and September 13, 2011
|------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.35(12)     | Amendment dated April 25, 2012 between JMJ Financial and
      the Company                                                                                                                                                                                       
|10.36(12)     | Convertible Promissory Note B-04192011c issued to JMJ
      Financial                                                                                                                                                                                            
|10.37(12)     | Secured & Collateralized Promissory Note C-04192011c
      from JMJ Financial                                                                                                                                                                                    
|10.38(12)     | Forbearance Agreement dated July 16, 2012 between the
      Company and Tonaquint, Inc.                                                                                                                                                                          
|10.39(12)     | Standstill Agreement dated July 16, 2012 between the
      Company and JMJ Financial.                                                                                                                                                                            
|10.40(12)     | Amended and Restated Forbearance Agreement dated August
      23, 2012 between the Company and Tonaquint, Inc.                                                                                                                                                   
|10.41(12)     | First Amendment to Amended and Restated Forbearance
      Agreement dated October 4, 2012 between the Company and Tonaquint, Inc.                                                                                                                                
|10.42(11)     | Loan facility between the Company and Travellers
      International Inc.                                                                                                                                                                                        
|10.43(10)     | Letter agreement dated November 29, 2012 between the
      Company and Asher Enterprises, Inc.                                                                                                                                                                   
|10.44(10)     | Letter agreement dated December 6, 2012 between the
      Company and GEL Properties, LLC                                                                                                                                                                        
|10.45(10)     | Letter agreement dated December 13, 2012 between the
      Company and JMJ Financial                                                                                                                                                                             
|10.46(10)     | Letter agreement dated December 20, 2012 between the
      Company and Tonaquint, Inc.                                                                                                                                                                           
|10.47(10)     | Letter agreement effective April 12, 2013 between the
      Company and Asher Enterprises, Inc.                                                                                                                                                                  
|10.48(10)     | Letter agreement effective April 12, 2013 between the
      Company and GEL Properties, LLC                                                                                                                                                                      
|10.49(10)     | Letter agreement effective April 12, 2013 between the
      Company and JMJ Financial                                                                                                                                                                            
|10.50(10)     | Letter agreement effective April 12, 2013 between the
      Company and Tonaquint, Inc.                                                                                                                                                                          
|10.51(12)     | Amendment dated June 3, 2013 between the Company and
      Tonaquint, Inc.                                                                                                                                                                                       
|10.52(12)     | Letter agreement effective July 10, 2013 between the
      Company and Asher Enterprises, Inc.                                                                                                                                                                   
|10.53(12)     | Letter agreement effective August 8, 2013 between the
      Company and GEL Properties, LLC                                                                                                                                                                      
|10.54(12)     | Letter agreement effective August 8, 2013 between the
      Company and JMJ Financial                                                                                                                                                                            
|10.55(12)     | Letter agreement effective August 8, 2013 between the
      Company and Tonaquint, Inc.                                                                                                                                                                          
|10.56(12)     | Letter agreement effective November 8, 2013 between the
      Company and GEL Properties, LLC                                                                                                                                                                    
|10.57(12)     | Letter agreement effective November 8, 2013 between the
      Company and JMJ Financial                                                                                                                                                                          
|10.58(12)     | Letter agreement effective November 8, 2013 between the
      Company and Asher Enterprises, Inc.                                                                                                                                                                
|10 59(12)     | Letter agreement effective November 13, 2013 between the
      Company and Tonaquint, Inc.                                                                                                                                                                       
|10.60(12)     | Letter agreement effective November 27, 2013 between the
      Company and Tonaquint, Inc.                                                                                                                                                                       
|10.61(12)     | Consulting agreement effective September 1, 2012 between
      the Company and Manuel Chan                                                                                                                                                                       
|10.62(12)     | Letter agreement effective March 27, 2014 between the
      Company and Tonaquint, Inc.                                                                                                                                                                          
|10.63(12)     | Letter agreement effective March 25, 2014 between the
      Company and Gel Properties, LLC.                                                                                                                                                                     
|10.64(12)     | Letter agreement effective March 25, 2014 between the
      Company and JML Financial                                                                                                                                                                            
|10.65(12)     | Letter agreement effective March 25, 2014 between the
      Company and Asher Enterprises, Inc.                                                                                                                                                                  
|10.66(13)     | Departure of director R. Glen MacMullin on March 31, 2014                                                                                                                                                                                                        
|10.67(14)     | Loan facility between the Company and Travellers
      International Inc.                                                                                                                                                                                        
|10.68(15)     | Press release on Joint Venture receiving new business
      license                                                                                                                                                                                              
|10.69(16)     | Announcement of agreement between the Joint Venture and
      Shengda Mining Co.                                                                                                                                                                                 
|10.70(17)     | Loan facility between the Company and Travellers
      International Inc.                                                                                                                                                                                        
|10.71(18)     | Filing of Schedule 13G/A                                                                                                                                                                                                                                         
|21.1          | Subsidiaries of the Company (included in item 1)                                                                                                                                                                                                                 
|31.1          | Certification pursuant to Section 302 of the
      Sarbanes-Oxley Act                                                                                                                                                                                            
|31.2          | Certification pursuant to Section 302 of the
      Sarbanes-Oxley Act                                                                                                                                                                                            
|32.1          | Certification pursuant to Section 906 of the
      Sarbanes-Oxley Act                                                                                                                                                                                            
|101.INS*      | XBRL Instance Document                                                                                                                                                                                                                                           
|101.SCH* XBRL | Taxonomy Extension Schema Document                                                                                                                                                                                                                               
|101.CAL*XBRL  | Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                 
|101.DEF* XBRL | Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                  
|101.LAB*XBRL  | Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                       
|101.PRE* XBRL | Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                                

17

---

|(1)  | Incorporated by reference to Form 10-SB filed on February
      23, 2000                                                                                                                     
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Incorporated by reference to Form 10-SB/A filed on July
      17, 2002                                                                                                                       
|(3)  | Incorporated by reference to Form 8-K filed September 26,
      2011                                                                                                                         
|(4)  | Incorporated by reference to Form 8-K filed February 18,
      2011                                                                                                                          
|(5)  | Incorporated by reference to Form 8-K filed March 24,
      2006                                                                                                                             
|(6)  | Incorporated by reference to Form 8-K filed on January
      28, 2011                                                                                                                        
|(7)  | Incorporated by reference to Form 10-K for the year ended
      December 31, 2010 filed on March 22, 2011                                                                                    
|(8)  | Incorporated by reference to Form 8-K filed on April 21,
      2011                                                                                                                          
|(9)  | Incorporated by reference to Form 8-K filed on August 4,
      2011                                                                                                                          
|(10) | Incorporated by reference to Form 10-K for the year ended
      December 31, 2012 filed on April 26, 2013                                                                                    
|(11) | Incorporated by reference to Item 1.01 of Form 8-K filed
      on November 26, 2012, as supplemented by the Item 1.01 disclosure of Form
      8-Ks filed on March 6, 2013 and April 30, 2013
|(12) | Incorporated by reference to Form 10-K for the year ended
      December 31, 2013 filed on March 31, 2014                                                                                    
|(13) | Incorporated by reference to Form 8-K filed April 3,
      2014                                                                                                                              
|(14) | Incorporated by reference to Form 8-K filed August 1,
      2014                                                                                                                             
|(15) | Incorporated by reference to Form 8-K filed on August 11,
      2014                                                                                                                         
|(16) | Incorporated by reference to Form 8-K filed on October 8,
      2014                                                                                                                         
|(17) | Incorporated by reference to Form 8-K filed on November
      28, 2014                                                                                                                       
|(18) | Incorporated by reference to Form 8-K filed on January
      28, 2015                                                                                                                        

|* | Users of this data are advised, in accordance with Rule
      406T of Regulation S-T promulgated by the SEC, that this Interactive Data
      file is deemed not filed or part of a registration statement or prospectus
      for purposes of Sections 11 or 12 of the 1933 Act, is deemed not filed for
      purposes of Section 18 of the Exchange Act, and otherwise is not subject
      to liability under these sections.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

18

---

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto authorized.

SILVER DRAGON RESOURCES INC.

By:/s/ Marc M.
HazoutMarc M. Hazout President, Chief Executive Officer
and PrincipalFinancial and Accounting Officer

Dated: November 2, 2015

Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed by the
following persons on behalf of the registrant, in the capacities and on the
dates indicated.

|Signature                  |  | Title                                                                  | Date            
|-------------------------- |  | ---------------------------------------------------------------------- | ----------------
|                           |  |                                                                        |                 
|/s/ Marc M.
      Hazout   |  | President and Chief Executive
      Officer, and                       | November 2, 2015
|Marc M. Hazout             |  | Director (principal executive,
      financial and accounting officer) |                 
|                           |  |                                                                        |                 
|                           |  |                                                                        |                 
|/s/ Charles
      McAlpine |  | Director                                                               | November 2, 2015
|Charles McAlpine           |  |                                                                        |                 

19

---