Exhibit 10.1 


MEMORANDUM of AGREEMENT


THIS MEMORANDUM of AGREEMENT
(MOA) made as of the 28 day of January, 2011. 


BETWEEN: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 NIREK RESOURCES INC. a corporation 

 	
  

 
	
  

 	
 incorporated
 under the laws of Ontario (“NRI”)

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 - and –

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 GUARDIANS OF GOLD INC., a corporation 

 	
  

 
	
  

 	
 incorporated
 under the laws of Nevada (“GOG”)

 	
  

 



THE PARTIES AGREE AS FOLLOWS:



INTERPRETATION


Definitions -
Whenever used in this Agreement, unless there is something inconsistent in the
subject matter or context, the following words and terms will have the meanings
set out below: 


	
  
 	
  
 
	
  
 	
  “Agreement” means this agreement including
 all attached schedules, as the same may be supplemented, amended, restated or
 replaced from time to time; 
 
	
  
 	
  
 
	
  
 	
 “Business
 Day” means a day other than a Saturday or Sunday or a day which is
 a statutory or civic holiday in the City of Toronto; 
 
	
  
 	
  
 
	
  
 	
 “Claim”
 means any claim, demand, action, cause of action, damage, loss, cost,
 liability or expense, including, reasonable legal fees and all costs incurred
 in investigating or pursuing any of the foregoing or any proceeding relating
 to of any of the foregoing; 
 
	
  
 	
  
 
	
  
 	
 “Closing”
 means the completion of the transactions contemplated by this Agreement; 
 
	
  
 	
  
 
	
  
 	
 “Closing Date” means Day
 agreed or such other Business Day as the parties may agree upon; 
 
	
  
 	
  
 
	
 Gender and Number
 - This Agreement shall be read
 with all changes of number and gender as required by the context. 
 
	
  
 
	
 Entire Agreement
 - This Agreement, including any Schedules hereto, constitutes the entire
 agreement between the parties pertaining to the subject matter hereof and
 supersedes all prior agreements, understandings, negotiations and
 discussions, whether oral or written, of the parties with respect to the
 subject matter hereof and there are no warranties, representations or other
 agreements between the parties in connection with the subject
 












 matter hereof except as specifically set
 forth herein and within such schedules. No supplement, modification, waiver
 or termination of this Agreement or any provisions hereof will be binding
 unless executed in writing by the parties hereto. No waiver of any of the
 provisions of this Agreement will be deemed to constitute or will constitute
 a waiver of any other provision (whether or not similar), nor will such
 waiver constitute a continuing waiver unless otherwise expressly provided.


Applicable Law. The
laws of the Province of Ontario and the laws of Canada applicable therein
govern all matters arising under this Agreement. 


Calculation of Time.
When calculating the period of time within which or following which any act is
to be done or step taken pursuant to this Agreement, the first day of the
applicable period will be excluded and the day which ends the period will be
included. If the last day of such period is not a Business Day, the period in
question will end on the next Business Day. 


Including. Any use
of the terms “including” or “includes” means irrespectively “including without
limitation”, or “includes without limitation”, unless the context otherwise
requires. 


Currency. Unless
otherwise indicated, all dollar amounts referred to in this Agreement are in US
funds. 


Recitals. The
recitals to this Agreement form part of and are incorporated into this
Agreement. 


Headings. The
headings in this Agreement are for information purposes only and do not form
part of this Agreement. 


WHEREAS, the respective Boards of Directors of both NRI and GOG have
each determined that a business combination between NRI and GOG is in the best
interests of their respective companies and stockholders and, accordingly, have
agreed to effect a joint partnering to complete an exchange offer for Silver
Dragon Resources Inc. (“SDRG”) common stock, upon the terms and subject to the
conditions set forth in this Agreement and in accordance with the General
Corporate Law of the Province of Ontario. 


ROLES AND RESPONSIBILITIES


	
  

 	
  

 
	
 (a)

 	
 As soon as practicable following the date of this Agreement, the NRI
 and GOG shall meet to discuss the necessary plans to complete an exchange
 offer for SDRG common stock. Both NRI and GOG will jointly prepare and file
 with the Securities and Exchange Commission (SEC) the necessary documents.
 Each of NRI and GOG shall use reasonable best efforts to have the necessary
 documents completed so that they can be declared effective under the
 Securities Act as promptly as practicable after such filing. 

 
	
  

 	
  

 
	
 (b)

 	
 Reasonable Best Efforts.
 Upon the terms and subject to the conditions set forth in this Agreement,
 each of the parties agrees to use reasonable best efforts to take, or cause
 to be

 













	
  
 	
  
 
	
  
 	
 taken, all actions, and to do, or cause to be done, and to assist and
 cooperate with the other parties in doing, all things necessary, proper or
 advisable to consummate and make effective, in the most expeditious manner
 practicable, the exchange offer transaction contemplated by this Agreement
 and to obtain satisfaction of the conditions precedent to the successful
 completion of the exchange offer, including (i) the obtaining of all
 necessary actions or non-actions, waivers, clearances, consents and approvals
 from Governmental Entities and the making of all necessary registrations and
 filings and the taking of all steps as may be necessary to obtain an approval
 or waiver from, or to avoid an action or proceeding by, any Governmental
 Entity, (ii) the obtaining of all necessary consents, approvals or waivers
 from third parties, (iii) preventing the entry, enactment or promulgation of
 any injunction or order or Law that could materially and adversely affect the
 ability of the parties hereto to consummate the transactions under this
 Agreement, (iv) seeking the lifting or rescission of any injunction or order
 or Law that could materially and adversely affect the ability of the parties
 hereto to consummate the transactions under this Agreement, (v) cooperating
 to defend against any proceeding or investigation relating to this Agreement
 or the transactions contemplated hereby and to cooperate to defend against it
 and respond thereto, (vi) the execution and delivery of any additional
 instruments necessary to consummate the transactions contemplated by, and to
 fully carry out the purposes of, this Agreement.
 


REPRESENTATIONS AND WARRANTIES OF NRI


          NRI
represents and warrants to GOG the following, and acknowledges and confirms
that GOG is relying thereon in connection with its entering into of this
Agreement and the consummation of the transactions contemplated hereby: 


	
  
 
	
 Due Execution.
 This Agreement has been duly executed and delivered by NRI, and this
 Agreement constitutes a valid and binding obligation of NRI enforceable
 against NRI in accordance with its terms except as the enforcement thereof
 may be limited by bankruptcy laws and other laws of general application
 relating to creditors’ rights or general principles of equity for a period of
 ten (10) years from date of signing. 
 
	
  
 
	
 Absence of
 Conflicting Agreements. NRI is not a party to, bound
 or affected by or subject to any indenture, mortgage, lease, agreement,
 obligation, instrument, charter or by-law provision, statute, regulation,
 judgment, decree, license, permit or law which would be violated,
 contravened, breached by or under which default would occur or under which
 any payment or repayment would be accelerated as a result of the execution
 and delivery of this Agreement or the consummation of any of the transactions
 provided for in this Agreement. 
 
	
  
 
	
 Regulatory
 Approvals. No governmental or regulatory
 authorization, approval, order, consent or filing from or with any
 governmental authorities is required to be obtained or made by NRI in
 connection with the execution, delivery and performance of this Agreement or 
 













any other documents and agreements to be
 delivered under the terms of this Agreement or the performance of NRI’s
 obligations under this Agreement. 


Business in Compliance with Laws.
The business of NRI has been conducted and is being conducted in compliance in
all material respects with all applicable laws and regulations of each
jurisdiction in which it carries on business (including, all applicable
Canadian and United States federal, provincial, state, municipal and local
environmental anti-pollution and licensing laws, regulations and other lawful
requirements of any governmental or regulatory body, including, but not limited
to relevant exploration and exploitation permits and concessions) and has not
received a notice of non-compliance, nor knows of, nor has reasonable grounds
to know of, any facts that could give rise to a notice of non-compliance with
any such laws, regulations or permits which would have a material adverse
effect on NRI. 


REPRESENTATIONS AND WARRANTIES OF GOG


GOG represents and warrants to NRI the following, and acknowledges and
confirms that NRI is aware of the following conditions that may impinge on the
consummation of the transactions contemplated hereby: 


	
  
 
	
 Due Execution.
 This Agreement has been duly executed and delivered by Guardian, and this
 Agreement constitutes a valid and binding obligation of GOG enforceable
 against GOG in accordance with its terms except as the enforcement thereof
 may be limited by bankruptcy laws and other laws of general application
 relating to creditors’ Rights or general principles of equity for a period of
 ten (10) years from date of signing. 
 
	
  
 
	
 Absence of Conflicting Agreements.
 GOG is not a party to, bound or affected by or subject to any indenture,
 mortgage, lease, agreement, obligation, instrument, charter or by-law
 provision, statute, regulation, judgment, decree, license, permit or law
 which would be violated, contravened, breached by or under which default
 would occur or under which any payment or repayment would be accelerated as a
 result of the execution and delivery of this Agreement or the consummation of
 any of the transactions provided for in this Agreement. 
 
	
  
 
	
 Business in Compliance with Laws.
 The business of GOG has been conducted and is being conducted in compliance
 in all material respects with all applicable laws and regulations of each
 jurisdiction in which it carries on business (including, all applicable
 Canadian and United States federal, provincial, state, municipal and local
 environmental anti-pollution and licensing laws, regulations and other lawful
 requirements of any governmental or regulatory body, including, but not
 limited to relevant exploration and exploitation permits and concessions) and
 has not received a notice of non-compliance, nor knows of, nor has reasonable
 grounds to know of, any facts that could give rise to a notice of
 non-compliance with any such laws, regulations or permits which would have a
 material adverse effect on Guardian. 
 













	
  
 
	
 TERMINATION
 


This Agreement may be terminated at any time, whether before or after
the successful completion of the exchange offer in writing. 


FEES AND EXPENSES


Division of Fees and Expenses -
Except as otherwise expressly provided in this Agreement, all fees and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby will be paid by the party incurring such fees or expenses, whether or
not the exchange offer is successful. 


INDEMNITY


Indemnification by NRI
- NRI shall indemnify, defend and hold harmless GOG from and against any and
all loss suffered or incurred by GOG as a direct or indirect result of, or
arising in connection with or related in any manner whatever to: 


	
  

 	
  

 
	
  

 	
 any misrepresentation or breach of warranty
 made or given by NRI in this Agreement, or in any document delivered pursuant
 to this Agreement; or 

 
	
  

 	
  

 
	
  

 	
 any failure by NRI to observe or perform
 any covenant or obligation contained in this Agreement, or in any document
 delivered pursuant to this Agreement to be observed or performed by it. 

 


Indemnification by GOG -
GOG shall indemnify, defend and hold harmless NRI from and against any and all
loss suffered or incurred by NRI as a direct or indirect result of, or arising
in connection with or related in any manner whatsoever to any misrepresentation
or breach of any warranty made or given by GOG in this Agreement, or in any
document delivered pursuant to this Agreement; or 


Rights in Addition -
The rights of indemnity set forth herein are in addition and supplemental to
any other rights, actions, claims or causes of action which may arise in
respect of this Agreement and the transactions contemplated hereby. 


SURVIVAL


	
  
 
	
 Nature, Survival
 and Limitations. All representations, warranties and
 covenants contained in this Agreement on the part of each of the Parties will
 not merge on closing and will survive for a period of 5 years from date of
 termination of this agreement. If no Claim is made under this Agreement,
 prior to the expiry of the survival periods provided for, against a party for
 any breach of any representation or warranty made in this Agreement by such
 party, such party will have no further liability under this Agreement with
 respect to such representation or warranty. 
 













	
  
 
	
 GENERAL
 



Time of the Essence
- Time shall be of the essence hereof. 


Assignment - Neither
this Agreement nor any rights or obligations hereunder shall be assignable by
any party without the prior written consent of the other party, which consent
may be unreasonably withheld. 


Enurement - This
Agreement is binding upon and will enure to the benefit of the parties and
their respective heirs, executors, administrators, successors (including, any
successor by reason of the amalgamation of any party) and permitted assigns for
ten (10) years from date of signing. 


Notice - The parties
hereby agree that any notice required or permitted to be given hereunder shall
be in writing and may be given by delivering the same or mailing the same by
registered mail, postage prepaid, addressed: 


	
  
 	
  
 	
  
 
	
  
 	
 In the case of Nirek Resources Inc. to:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 4 King Street West, Suite 1320, Toronto ON M5H 1B6 
 
	
  
 	
  
 	
  
 
	
  
 	
 In the case of Guardians of Gold Inc. to:
 
	
  
 	
  
 
	
  
 	
  
 	
 4 King
 Street West,

 Suite 1320, 

 Toronto ON M5H 1B6
 
	
  
 	
  
 	
  
 
	
  
 	
 Any such notice, if sent by registered mail, will be deemed to have
 been received by the addressee on the second (2nd) Business Day
 following the day on which such notice was mailed, save during the absence of
 or disruption of normal postal service, in which event, on the second (2nd)
 Business Day following the resumption of normal postal service. If such
 notice has been delivered, it will be deemed to be received when delivered.
 Any party may change his address for service from time to time by notice
 given in accordance with the foregoing and any subsequent notice shall be
 sent to the party at his changed address. 
 
	
  
 	
  
 
	
 Further Assurances
 - Each party hereto hereby agrees he will do all such acts and execute all
 such further documents, conveyances, deeds, assignments, transfers and the
 like, and will cause the doing of all such acts and will cause the execution
 of all such further documents as are within its power as any other party
 hereto may in writing from time to time reasonably request be done and/or
 executed, in order to consummate the transactions contemplated hereby or as
 may be necessary or desirable to effect the purpose of this Agreement or any
 document, agreement or instrument delivered pursuant hereto and to carry out
 their provisions or to better or more properly or fully evidence or give
 effect to the transactions contemplated hereby, whether before or after the
 Closing. 
 













	
  
 
	
 Counterparts
 - This Agreement may be executed two counterparts and delivered by electronic
 or facsimile transmission, each of which when so executed and delivered will
 be deemed to be an original and such counterparts taken together will
 constitute one and the same instrument. 
 


THE PARTIES hereto
have caused this Agreement to be signed by their respective officers’ thereunto
duly authorized, all as of the date first written above.


	
  
 	
  
 	
  
 
	
  
 	
  
 	
 GUARDIANS OF GOLD INC.
 
	
  
 	
  
 	
  
 
	
  
 	
 Per:
 	
 /s/ Ronald
 Haller
 
	
  
 	
  
 	  
	
  
 	
  
 	
 Name: Ron
 Haller
 
	
  
 	
  
 	
 Title:
 Director
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 NIREK RESOURCES INC.
 
	
  
 	
  
 	
  
 
	
  
 	
 Per:
 	
 /s/ Abraham
 Arnold
 
	
  
 	
  
 	  
	
  
 	
  
 	
 Name:
 Abraham Arnold
 
	
  
 	
  
 	
 Title:
 President,
 
	
  
 	
  
 	
 Chairman of
 Board of Directors