UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 10-Q

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to SILVER DRAGON RESOURCES INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 200 Davenport Road Toronto, Ontario Canada M2R 1J2 (Address of Principal Executive Office) (Zip Code) (416) (Registrant s telephone number, including area code) 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 its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer., or a smaller reporting company. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [ X ] No Indicate the number of shares outstanding of each of the issuer s classes of common stock, as of the latest practicable date. As of August 2, 2012 there were 246,017,263 shares of common stock outstanding, par value $ As of August 2, 2012 the aggregate market value was $1,402,298 based on upon the closing sale price of the common stock as reported by the

2 Over-the-Counter Bulletin Board ( OTCBB ) on that date.

3 SILVER DRAGON RESOURCES INC. INDEX TO FORM 10-Q FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2012 AND 2011 (EXPRESSED IN UNITED STATES FUNDS) Part I FINANCIAL INFORMATION Item 1 Financial Statements 3 Interim Condensed Consolidated Balance Sheets (Unaudited) 3 Interim Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) 4 Interim Condensed Consolidated Statement of Stockholders Equity (Unaudited) 5 Interim Condensed Consolidated Statements of Cash Flows (Unaudited) 6 Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) 7 Item 2 Management s Discussion and Analysis of Financial Condition and Results of Operations 18 Item 3 Quantitative and Qualitative Disclosures About Market Risk 22 Item 4 Controls and Procedures 22 Part II OTHER INFORMATION 24 Item 1 Legal proceedings 24 Item 1A Risk Factors 25 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 30 Item 3 Defaults upon Senior Securities 30 Item 4 Mine Safety Disclosures 30 Item 5 Other information 30 Item 6 Exhibits 31 2

4 SILVER DRAGON RESOURCES INC. (AN EXPLORATION STAGE COMPANY) Interim Condensed Consolidated Balance Sheets (Unaudited) June 30 December ASSETS Current assets Cash $ 55,101 $ 114,568 Other receivable 31,290 12,474 Notes receivable (note 5) 649,405 2,277,500 Deferred expenses 74,791 75,500 Prepaid expenses 52,519 99,458 Total current assets 863,106 2,579,500 Notes receivable (note 5) 1,475,000 2,000,000 Deferred expenses 126, ,000 Plant and equipment, net (note 6) 307,569 43,762 Equity investment (note 7) 4,763,984 4,328,143 Total assets $ 7,535,659 $ 9,105,405 LIABILITIES AND STOCKHOLDERS EQUITY Current liabilities Accounts payable $ 596,223 $ 526,270 Accrued liabilities 551, ,503 Promissory note payable (note 8) 166, ,623 Convertible notes payable (note 9) 3,231,899 4,025,629 Total liabilities 4,546,715 5,213,025 Capital stock (note 11) Preferred stock, $ par value, 20,000,000 shares authorized, none issued and outstanding Common stock, $ par value, 300,000,000 shares authorized ( ,000,000), 217,827,684 shares issued and outstanding ( ,400,449 issued and outstanding) 21,898 13,640 Additional paid-in capital (note 11) 45,703,586 44,042,425 Treasury (550,000 shares) (209,000) (209,000) Deficit accumulated during the exploration stage (42,613,529) (40,069,672) Accumulated comprehensive income 85, ,987 Stockholders equity 2,988,944 3,892,380 Total liabilities and stockholders equity $ 7,535,659 $ 9,105,405 Going concern (note 2) Commitments and Contingencies (note 13) The accompanying notes are an integral part of these interim condensed consolidated financial statements. 3

5 SILVER DRAGON RESOURCES INC. (AN EXPLORATION STAGE COMPANY) Interim Condensed Consolidated Statements of Operations and Comprehensive Loss For the three and six-month periods ended June 30, 2012 and 2011 and Cumulative for the period from May 9, 1996 (date of inception) to June 30, 2012 (Unaudited) For the three-month periods ended For the six-month periods ended For the period from May 9, 1996 (date of inception) to June 30, 2012 June 30 June 30 June 30 June Operating expenses Exploration $ $ $ 7,174,048 General and administrative 455, , ,577 1,136,436 28,892,953 Write-off of Mexican assets 3,242,039 Total operating expenses 455, , ,577 1,136,436 39,309,040 Loss from operations (455,923) (547,835) (962,577) (1,136,436) (39,309,040) Other (expenses) income Interest expense (505,396) (302,107) (1,256,922) (395,941) (2,878,108) Interest income 3,829 37,500 14,816 37, ,369 Net loss on equity investment (200,659) (138,597) (339,174) (190,858) (1,619,351) Forgiveness of debt 38,871 Gain on sale of interest in subsidiary 1,816,733 Non-recurring items (713,269) Total other expenses (702,226) (403,204) (1,581,280) (549,299) (3,254,755) Loss before income taxes (1,158,149) (951,039) (2,543,857) (1,685,735) (42,563,795) Provision for income taxes Net loss from continuing operations, after tax (1,158,149) (951,039) (2,543,857) (1,685,735) (42,563,795) Minority interest 253,021 Loss from discontinued operations (net of tax) (302,755) Net loss (1,158,149) (951,039) (2,543,857) (1,685,735) (42,613,529) Other comprehensive income (loss): Foreign exchange gain (loss) (13,237) 15,396 (28,998) (8,769) 85,989 Comprehensive loss (1,171,386 ) $ (935,643 ) (2,572,855 ) $ (1,694,504 ) $ Net loss per common share basic and diluted $ (0.01 ) $ (0.01 ) $ (0.01 ) $ (0.02 ) Weighted average number of common shares outstanding basic and diluted (189,853,373 ) 108,240, ,173, ,338,598 ) (42,577,540 The accompanying notes are an integral part of these interim condensed consolidated financial statements. 4

6 SILVER DRAGON RESOURCES INC. (AN EXPLORATION STAGE COMPANY) Interim Condensed Consolidated Statements of Stockholders Equity For the six-month period ended June 30, 2012 and year end December 31, 2011 (Unaudited) Common Stock Deficit Accumulated During the Accumulated Total Number of Shares Amount $ Additional Paid-in Capital $ Exploration Stage $ Treasury Stock $ Comprehensive Income (Loss) $ Stockholders' Equity $ Balance, December 31, ,728,017 9,873 39,641,412 (36,054,080) (209,000) 21,354 3,409,559 Shares issued for cash 2,812, , ,000 Shares issued for services 1,490, , ,575 Shares issued on conversion of notes 28,236,036 2,774 1,352, ,355,623 Shares issued for settlement of debt 5,883, , ,673 Shares cancelled (750,000) (75) (83,550) (83,625) Warrants issued for cash , ,389 Warrants issued for services , ,695 Shares issued on financing 500, , ,000 Share issuance costs - - (8,750) (8,750) Beneficial conversion feature - - 1,803, ,803,200 Accumulated comprehensive loss ,633 93,633 Net loss, (4,015,592) - - (4,015,592) Balance, December 31, ,400,449 13,640 44,042,425 (40,069,672) (209,000) 114,987 3,892,380 Shares issued for cash 700, , ,000 Shares issued for services 457, , ,000 Shares issued on conversion of notes 80,270,092 8,142 1,438, ,466,637 Warrants issued for services , ,925 Beneficial conversion feature , ,857 Accumulated comprehensive loss (28,998) (28,998) Net loss, (2,543,857) - - (2,543,857) Balance, June 30, ,827,684 21,898 45,703,586 (42,613,529) (209,000) 85,989 2,988,944 The accompanying notes are an integral part of these interim condensed consolidated financial statements. 5

7 SILVER DRAGON RESOURCES INC. (AN EXPLORATION STAGE COMPANY) Interim Condensed Consolidated Statements of Cash Flows For the six-month periods ended June 30, 2012 and 2011 and Cumulative for the period from May 9, 1996 (date of inception) to June 30, 2012 (Unaudited) Supplemental cash flow information (note 12) The accompanying notes are an integral part of these interim condensed consolidated financial statements. 6 For the period from May 9, 1996 June 30 June 30 (dateof inception) through June 30, 2012 Cash flows from operating activities Net loss $ (2,543,857) $ (1,685,735) $ (42,613,529) Net loss from discontinued operations ,755 Net loss from continuing operations excluding minority interest (2,543,857) (1,685,735) (42,310,774) Adjustments for: Depreciation 25,032 23, ,985 Net loss from equity investment 339, ,858 1,717,049 Interest on convertible notes payable 152,562 6, ,622 Shares issued for services 26, ,575 8,590,071 Warrants and options issued for services 117, ,552 3,991,090 Amortization of beneficial conversion feature 646, ,172 1,277,463 Write-down of mineral rights - - 3,411,309 Write-down of assets ,063 Other - - (1,630,814) Changes in non-cash working capital: Other receivable (18,816) (51,773) (107,462) Deferred expenses 28,709 (45,338) 342,623 Prepaid expenses 46,939-46,939 Accounts payable 69,953 (1,487) 2,233,395 Accrued liabilities 57, , ,136 Other ,990 Net cash used in operating activities $ (1,052,658) $ (873,626) $ (20,102,315) Cash flows from investing activities Investments in mineral rights - - (1,920,441) Additional contribution to Sino-Top (775,015) (85,272) (4,426,570) Acquisition of plant and equipment (288,840) - (1,270,326) Other - 4,364,090 Net cash (used in) investing activities $ (1,063,855) $ (85,272) $ (3,253,247) Cash flows from financing activities Proceeds from issuance of common stock and warrants 21, ,000 18,168,492 Share issuance costs - (8,750) (206,686) Related party loans payable - - 1,192,922 Repayments of related party payables - (260,256) (722,813) Minority interest ,021 Promissory note payable ,623 Write-down of promissory note payable - - (350,000) Issuance of convertible notes payable (note 12) 2,065,045 1,124,492 4,488,192 Other - - (59,609) Net cash provided by financing activities 2,086, ,486 23,280,142 Effect of exchange rate on cash (28,998) (30,123) 130,521 (Decrease) increase in cash (59,467) (8,535) 55,101 Cash - beginning of period 114,568 96,563 - Cash - end of period $ 55,101 $ 88,028 $ 55,101

8 1. Nature of Business and Basis of Presentation SILVER DRAGON RESOURCES INC. (AN EXPLORATION STAGE COMPANY) Notes to the Interim Condensed Consolidated Financial Statements June 30, 2012 and 2011 Silver Dragon Resources Inc. was incorporated on May 9, 1996 in the State of Delaware and its executive office is in Toronto, Canada. It carries out operations through subsidiaries in Canada and Mexico and an affiliate in China, although operations in Mexico are dormant pending resolution of a lawsuit (see note 13). Silver Dragon Resources Inc. and its subsidiary and affiliate (collectively referred to as Silver Dragon or the Company ) are in the exploration stage as defined by Financial Accounting Standards Board s ( FASB ) Accounting Standard Codification ( ASC ) 915 Accounting and Reporting For Development Stage Entities. The Company s strategy is to acquire and develop a portfolio of silver properties in proven silver districts globally. To date, the Company has generated no sales and has devoted its efforts primarily to financing, by issuing common shares and convertible debt, and exploring its properties. The accompanying interim condensed consolidated financial statements of the Company have been prepared following generally accepted accounting principles in the United States ( US GAAP ), are expressed in United States funds, and pursuant to the regulations of the Securities and Exchange Commission ( SEC ) for interim condensed financial statements. In the opinion of management, all adjustments necessary for a fair presentation have been included. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the fiscal year ended December 31, 2011 filed in the Company s Annual Report on Form 10-K. 2. Going Concern and Exploration Stage Activities These consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. At June 30, 2012, the Company had working capital deficit of $3,683,609 (December 31, 2011 $2,633,525), has not yet achieved profitable operations, incurred a net loss of $2,543,858 for the six-month period ended June 30, 2012 (2011 -$1,685,735), has accumulated losses of $42,613,529 since its inception, and expects to incur further losses in the development of its business. These factors cast doubt as to the Company s ability to continue as a going concern, which is dependent upon its ability to obtain the necessary financing to repay liabilities when they come due, and in the long-run is dependent upon achieving profitable operations. Management believes that the Company will be able to obtain additional funds by equity or convertible debt financing; however, there is no assurance of additional funding being available or available on acceptable terms. Realization values may be substantially different from carrying values as shown. These interim condensed consolidated financial statements do not include any adjustments to reflect the future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result if the Company were unable to continue as a going concern. 3. Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. Where it is determined that a new accounting pronouncement affects the Company s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company s financials properly reflect the change. A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, the Company has not determined whether implementation of such proposed standards would be material to the Company s financial statements. New pronouncements assessed by the Company recently are discussed below: In June 2011, the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Update ( ASU ) No , Comprehensive Income (Topic 220) Presentation of Comprehensive Income ( ASU ). ASU requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU is effective for fiscal years and interim periods beginning after December 15, 2011 (March 1, 2012 for the Company). There was no material impact on the Company s results of operations, financial condition, or cash flows on adoption of this policy. 8

9 3. Recent Accounting Pronouncements, continued SILVER DRAGON RESOURCES INC. (AN EXPLORATION STAGE COMPANY) Notes to the Interim Condensed Consolidated Financial Statements June 30, 2012 and 2011 In May 2011, FASB issued ASU No , Fair Value Measurement (Topic 820) Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ( ASU ). The amendments in this update improve comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRSs and result in common fair value measurement and disclosure requirements. ASU is effective for fiscal years and interim periods beginning after December 15, 2011 (March 1, 2012 for the Company). There was no material impact on the Company s results of operations, financial condition, or cash flows on adoption of this policy. 4. Financial Instruments The carrying value of cash, other receivable, notes receivable, accounts payable, accrued liabilities, promissory note payable, current portion of convertible notes payable and related party payables approximated their fair value as of June 30, 2012 and December 31, 2011 due to their shortterm nature. Management believes that the carrying value of the non-current portion of convertible notes payable and notes receivable approximates their fair value using the present value method. Interest and Credit Risk In the opinion of management, the Company is not exposed to significant interest or credit risks arising from its financial instruments. Currency Risk While the reporting currency is the United States Dollar, $54,214 of consolidated expenses for the six-month period ended June 30, 2012 are denominated in Mexican Pesos; and $469,203 of consolidated expenses for the period ended June 30, 2012, are denominated in Canadian Dollars. As at June 30, 2012; 22% of the net monetary liabilities are denominated in Mexican Pesos; and 37% of the net monetary liabilities are denominated in Canadian Dollars. The Company has not entered into any hedging transactions to reduce the exposure to currency risk. 5. Notes Receivable (a) On February 15, 2011, the Company closed a convertible financing of $2.5 million bearing interest of 5.5% per annum over a four-year period, with consideration of $500,000 paid at closing and $2,000,000 paid in a series of ten notes, each in the principal amount of $200,000, due on or before the earlier of (i) 49 months from February 15, 2011, or (ii) subject to certain conditions, a series of dates beginning on September 15, 2011 and following on the 15th of each month thereafter. As at June 30, 2012, these conditions have not been met. Three of the notes receivable are secured by real estate property owned by the investor and the remainder are unsecured. On June 20, 2011, the Company agreed with the investor to modify the terms of certain notes. The notes that were due on September 15, 2011 and October 15, 2011 were redeemed in exchange for $271,561 on July 1, 2011 with the difference recorded as interest expense. On January 31, 2012, the Company agreed with the investor to accelerate certain payments for a total of $800,000 in exchange for redeeming $1,142,857. The notes that were due on November 15, 2011, December 15, 2011, January 15, 2012, February 15, 2012 and March 15, 2012 were redeemed, and the note due on April 15, 2012 was partially redeemed. The difference was recorded as a financing expense. As at June 30, 2012, the balance outstanding is $457,143 plus accrued interest of $92,262. (See Note 14 Subsequent Events) 9

10 SILVER DRAGON RESOURCES INC. (AN EXPLORATION STAGE COMPANY) Notes to the Interim Condensed Consolidated Financial Statements June 30, 2012 and Notes Receivable, continued (b) Notes receivable includes a promissory note issued by an investor on April 11, 2011 (note 9 (b)) for $300,000, bearing interest at 6% per annum and secured by assets pledged as collateral. The agreement was amended on October 12, 2011, and as a result $200,000 was paid on October 14, 2011 and the remaining $100,000 was paid on November 15, On December 15, 2011 an additional promissory note was issued for $250,000, bearing interest at 6% per annum and secured by assets pledged as collateral. $125,000 of principal under this note shall be due and payable on June 15, 2012 and the balance of $125,000 of principal and accrued interest shall be due and payable on August 1, On February 10, 2012, the Company received $150,000, and as at June 30, 2012, the balance outstanding is $100,000. (c) Notes receivable comprises of five notes issued to an investor. One non-interest bearing note was issued April 19, 2011 of $1,000,000, due on maturity on October 16, As at April 25, 2012, the note was cancelled since certain conditions had not been met, and the balance of $375,000 is no longer outstanding. Four non-interest bearing notes were issued April 19, 2011 (note 9 (c)) of $500,000 each, totalling $2,000,000 and with payment of principal and a one-time financing fee of 5.25% due on the principal sum, due on maturity on April 19, The notes are secured and collateralized. The Company has received $525,000 and as at June 30, 2012, the balance outstanding is $1,475, Plant and Equipment, net 7. Equity Investment Sanhe Sino-Top Resources & Technologies Ltd., China Gansu Shengda Group Ltd. ( Shengda ), owns 52%, and Exploration Unit of North China Geological Exploration Bureau, also known as Huaguan Industrial Corp. ( HIC ) and 5 individuals own 8%, and the Company owns 40% of Sino-Top, whose assets mainly consist of six exploration properties. Erbahuo, a seventh exploration property controlled by Sino-Top, is not controlled by the Company, although it has a right to receive 70% of its net income (see note 14 Subsequent events). 8. Promissory Note Payable In 2008, a promissory note was signed with a vendor in the amount of $166,623 at an interest rate of 5% per month, unsecured, and no maturity date. During the six-month period ended June 30, 2012, the Company incurred interest of $49,987 (2011 -$49,987). 10 June 30, December 31, Accumulated Cost depreciation Net book Net book value value Computer hardware $ 40,559 $ 33,297 $ 7,262 $ 8,543 Office equipment 45,720 30,161 15,559 17,290 Leasehold improvements 289,665 4, ,748 17,929 $ 375,944 $ 68,375 $ 307,569 $ 43,762 June Carrying value of investment at December 31, 2011 $ 4,328,143 Additional investment and advances 775,015 40% share of net loss for the six-month period ended June 30, 2012 (339,174) Carrying value of investment at June 30, 2012 $ 4,763,984 Share of loss for the six-month period ending June 30: Exploration expenses $ (235,772) $ (79,976) General and administrative expenses (103,402) (110,882) Share of loss for the period (at 40%) $ (339,174) $ (190,858)

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12 SILVER DRAGON RESOURCES INC. (AN EXPLORATION STAGE COMPANY) Notes to the Interim Condensed Consolidated Financial Statements June 30, 2012 and Convertible Notes Payable Balance, December 31, 2011 $ 4,025,629 Issued during the six-month period ended June 30, ,000 Deferred charges 199,449 Converted during the six-month period ended June 30, 2012 (1,716,575) Beneficial conversion 588,396 Balance June 30, 2012 $ 3,231,899 (a) On February 15, 2011, the Company closed a convertible financing of $2.5 million bearing interest of 5.5% per annum over a four-year period, with consideration of $500,000 paid at closing and $2,000,000 paid in a series of ten notes, each in the principal amount of $200,000, due on or before the earlier of (i) 49 months from February 15, 2011, or (ii) subject to certain conditions, a series of dates beginning on September 15, 2011 and following on the 15th of each month thereafter. The Company has the right to offset the payment of any unpaid note receivable subject to certain conditions. In exchange for the note receivable issued, the Company issued a convertible note payable with a face amount of $2,766,000 due February 15, 2015, which represents the $2,500,000 paid or to be paid to the Company by the investor and other fees and expenses. The investor also received a warrant to purchase 8.6 million common shares of the Company at an exercise price of $0.50 per share at any time within three years after the date of issuance. The proceeds of the financing were allocated between the convertible notes payable ($1,938,233), the related warrants ($242,090), the related expenses ($343,391), and the beneficial conversion feature ($242,786) based upon their respective fair values in accordance with ASC 470 ( Debt ). The difference between the face value of the convertible notes payable and the allocated value is being charged to interest expense over the term of the convertible notes payable. The fair value of the beneficial conversion feature will be allocated over the term from commitment date to the maturity date of the convertible notes payable. Contingent beneficial conversion features will be recognized when the outstanding conditions have been met and will be amortized from the date of recognition to the maturity date of the convertible notes payable. The fair value of the beneficial conversion feature as at June 30, 2012 is $159,329. The fair value of the warrants and the related expenses will be allocated over the term from the commitment date to the maturity date of the convertible notes payable. On June 15, 2012, the investor exercised a portion of its conversion rights under the note to convert $23,565 of the balance due under the note into 5,000,000 common shares. The shares were not delivered to the investor and the investor agreed to refrain and forebear temporarily from exercising and enforcing remedies against the Company (see note 14- Subsequent Events). (b) On April 11, 2011, the Company issued two unsecured, convertible notes with a principal amount of $100,000 and $300,000, bearing interest at 6% per annum and maturing April 11, This reflects an original issue discount of 4% and the sale of these notes to the holder for $96,000 and $288,000 respectively. The notes are convertible into common stock, at the lender s option, at a 30% discount of any four trading days prior to and including the day of conversion. As consideration, the Company received the note receivable set out in note 5(b). On December 15, 2011, the Company issued two unsecured, convertible notes with a principal amount of $150,000 and $250,000, bearing interest at 6% per annum and maturing December 15, This reflects an original issue discount of 4% and the sale of this note to the holder for $144,000 and $240,000 respectively. The notes are convertible into common stock, at the lender s option, at a 30% discount of any four trading days prior to and including the day of conversion. As consideration, the Company received $150,000 cash and the note receivable for $250,000 set out in note 5(a). The fair value of the beneficial conversion feature as at June 30, 2012 is $78,

13 SILVER DRAGON RESOURCES INC. (AN EXPLORATION STAGE COMPANY) Notes to the Interim Condensed Consolidated Financial Statements June 30, 2012 and Convertible Notes, continued (c) On April 19, 2011, the Company closed a convertible financing agreement with a privately held United States investment firm. The total planned funding amount is $3,000,000, with payment consisting of $1,000,000 through a convertible promissory note and four $500,000 promissory notes, bearing interest at a 5% one-time interest charge on the principal sum due on maturity, secured and collateralized by the lender. The initial note provides for $1,000,000 in the form of cash payments to be made to the Company according to a funding schedule expiring 180 days after an effective registration statement covering the resale of the shares of common stock issuable upon conversion of the note, assuming certain share volume and prices are met. The registration statement became effective on May 19, The subsequent notes each aggregate $500,000 consideration, totalling $2,000,000, which are secured and collateralized over the remainder of the three-year period. The total face amount of the convertible notes issued is $3,150,000 due April 19, 2014, which represents $3,000,000 to be paid to Company and other fees and expenses to be paid to the lender. The difference between the fair value of the convertible note payable and the allocated value is being charged to interest expense over the term of the convertible note payable. The fair value of the beneficial conversion feature as at June 30, 2012 is $418,057. The fair value of the beneficial conversion feature will be allocated over the term from the commitment date to the maturity date of the convertible note payable. (d) On August 24, 2011, the Company issued a convertible note with a principal amount of $55,000, due on May 25, 2012, which was paid in full on March 13, On November 30, 2011, the Company issued a convertible note with a principal amount of $75,000, due on September 5, 2012, which was paid in full on July 16, On January 27, 2012, the Company issued a convertible note with a principal amount of $42,500, due on October 30, On March 15, 2012, the Company issued a convertible note with a principal amount of $51,000, due on December 19, On May 16, 2012, the Company issued a convertible note with a principal amount of $42,500, due on February 21, The notes bear interest of 8% per annum and are unsecured. The notes are convertible into common stock, at the lender s option, at a discount to the average of the three lowest closing prices of the common stock during the 10 trading day period prior to conversion. The lender has agreed to restrict its ability to convert the notes and receive shares of common stock such that the number of shares of common stock held by them and their affiliates in the aggregate after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The fair value of the beneficial conversion feature as at June 30, 2012 is $28, Related Party Transactions and Balances During the six-month period ended June 30, 2012, the Company incurred $151,920 ( $142,647) in management fees paid to a company controlled by a director for his services as chief executive officer. During the six-month period ended June 30, 2012, the Company incurred $10,288 ( $nil) in rent paid to a company controlled by a director. Included in prepaids is a deposit of $5,115 ( $nil) 12

14 SILVER DRAGON RESOURCES INC. (AN EXPLORATION STAGE COMPANY) Notes to the Interim Condensed Consolidated Financial Statements June 30, 2012 and Capital Stock On January 18, 2011, the Company issued 50,000 shares of restricted common stock to a company, pursuant to the signing of a term sheet proposing $2.5 million of convertible debt financing for the Company, for fair value of $5,400 (note 9(a)). On January 25, 2011, the Company issued 1,410,000 common share purchase warrants to directors and consultants at an exercise price of $0.11 exercisable for a period of three years from the date of issuance. As an element of the Company s ongoing financing program on January 27, 2011, the Superior Court of the State of California for the County of Los Angeles entered an Order Approving Stipulation for Settlement of in the matter entitled Socius CG II, Ltd. v. Silver Dragon Resources Inc. The order provided for settlement of Socius GC II, Ltd. s ( Socius ) $405,981 claim against the Company. Socius purchased the claims from seven creditors of Silver Dragon. On January 28, 2011, the Company issued 9,000,000 shares of common stock to Socius and Socius subsequently returned 3,116,104 shares for cancellation. On January 31, 2011, the Company issued 15,000 shares of restricted common stock to an individual for investor relation services provided, for fair value of $1,500. On February 15, 2011 the Company issued 8.6 million share purchase warrants to an investor, as part of a financing arrangement (note 9) at an exercise price of $0.50 for a period of three years from the date of issuance. On February 17, 2011, the Company issued 250,000 share purchase warrants to a company at an exercise price of $0.07 exercisable for a period of one year from the date of issuance. On February 23, 2011, the Company issued 100,000 shares of restricted common stock to an individual pursuant to an addendum to an agreement signed October 7, 2010, for fair value of $12,400. On April 20, 2011, the Company issued 125,000 shares of restricted common stock to a law firm for legal services provided in connection with the convertible financing agreement closed on April 21, 2011, for fair value of $20,000. On May 20, 2011, the Company issued 400,000 and 750,000 shares of restricted common stock for services provided in connection with investor relations, for a fair value of $45,400 and $83,625 respectively. On August 24, 2011, the Company cancelled 750,000 shares since the contract for services was cancelled. On May 27, 2011, the Company closed a private placement and issued 1,250,000 units at $0.10 per unit for a total of $125,000. Each unit comprises of one common share and one common share purchase warrant. Each warrant of this type being exercisable for a period of 12 months to acquire one common share at an exercise price of $0.20. On May 27, 2011, the Company issued 1,250,000 warrants exercisable for a period of 24 months to acquire one common share at an exercise price of $0.50, for fair value of $40,152. On June 16, 2011, the Company issued 50,000 shares of restricted common stock for services provided in connection with investor relations, for a fair value of $5,000. On June 16, 2011, the Company issued 100,000 common share warrants for services provided at an exercise price of $0.12 exercisable for a period of one year from the date of issuance, for fair value of $3,946. On August 10, 2011, the Company issued 100,000 common share warrants to an employee at an exercise price of $0.15 exercisable for a period of two years from the date of issuance, for fair value of $6,139. On December 8, 2011, the Company issued 1,562,500 common shares at $0.08 per unit for a total of $125,

15 SILVER DRAGON RESOURCES INC. (AN EXPLORATION STAGE COMPANY) Notes to the Interim Condensed Consolidated Financial Statements June 30, 2012 and Capital Stock, continued During the year ended December 31, 2011, the Company issued 5,010,000 common shares pursuant to the conversion of a note payable of $185,380 principal and $103,105 interest (note 9(a)). During the year ended December 31, 2011, the Company issued 8,686,428 common shares pursuant to the conversion of a note payable of $318,100 principal and $3,353 interest (note 9(b)). During the year ended December 31, 2011, the Company issued 6,350,000 free trading shares pursuant to the conversion of a note with a balance of $392,085 principal (note 9(c)). During the year ended December 31, 2011, the Company issued 6,548,784 common shares pursuant to the conversion of six outstanding notes payable totalling $340,000 principal and $13,600 interest (note 9(d)). On February 3, 2012, the Company issued 357,143 common shares for legal services rendered, for a fair value of $20,000. On February 15, 2012, the Company issued 100,000 shares for services rendered, for a fair value of $6,000. On March 22, 2012, the Company issued 2,225,000 common share purchase warrants to directors and employees for services rendered at an exercise price of $0.06 exercisable for a period of three years from the date of issuance, for a fair value of $117,925. On April 10, 2012, pursuant to a private placement, the Company issued 700,000 common shares at $0.03 per unit for a total of $21,000. During the six-month period ended June 30, 2012, the Company issued 27,638,219 common shares pursuant to the conversion of a note of $511,344 principal and $83,616 interest (note 9(a)). During the six-month period ended June 30, 2012, the Company issued 2,663,514 common shares pursuant to the conversion of a note of $81,900 principal and $2,683 interest (note 9(b)). During the six-month period ended June 30, 2012, the Company issued 37,442,798 common shares pursuant to the conversion of a note of $588,831 principal and $64,063 interest (note 9(c)). During the six-month period ended June 30, 2012, the Company issued 13,666,385 common shares pursuant to the conversion of notes of $112,000 principal and $2,200 interest (note 9(d)). 14

16 SILVER DRAGON RESOURCES INC. (AN EXPLORATION STAGE COMPANY) Notes to the Condensed Consolidated Financial Statements June 30, 2012 and Capital Stock, continued Warrants As June 30, 2012, 19,003,000 warrants were outstanding, having an exercise price between $0.06 and $1.25 per share with an average remaining contractual life of 1.47 years. Weighted Number of average exercise warrants price Balance, December 31, ,978,000 $ 0.48 Issued during the six-month period ended June 30, ,225, Cancelled during the six-month period ended June 30, 2012 (4,200,000) (0.50) Expired during the six-month period ended June 30, 2012 (2,000,000) (0.42) Balance, June 30, ,003,000 $ 0.43 As at June 30, 2012, the range of exercise prices of the outstanding warrants were as follows: Options Weighted Number of Average remaining average exercise Range of exercise prices warrants contractual life Price $ $ ,003, years $0.38 $ $1.25 1,000, years $1.25 As at June 30, 2012, 500,000 options were outstanding, having an exercise price of $0.95 per share with an average remaining contractual life of 0.13years. Number of Weighted average options exercise price Balance, December 31, ,000 $ 0.70 Expired during the six-month period ended June 30, 2012 (200,000) (0.10) Balance, June 30, ,000 $ Supplemental Cash Flow Information For the six-month periods ended June 30, 2012 and 2011: For the period from May 9, Issuance of convertible notes payable June 30 June (date of inception) through June 30, 2012 Issuance of convertible notes payable $ (422,500) $ 6,050,000 $ 4,968,534 Cash advances 135, ,000 1,645,000 Notes receivable (14,762) (4,837,500) (5,142,262) Proceeds from collection of notes receivable 2,167,857-3,017,857 Deferred charges 199,450 (258,008) (937) $ 2,065,045 1,124,492 $ 4,488,192 15

17 SILVER DRAGON RESOURCES INC. (AN EXPLORATION STAGE COMPANY) Notes to the Interim Condensed Consolidated Financial Statements June 30, 2012 and Commitments and Contingencies (a) On December 19, 2011, the Company entered into a three-year lease agreement with a related party for office, which was amended during the first quarter to commence from June 1, 2012 and end on May 31, The future minimum commitment under the lease obligations for office premises are as follows: 2012 $ 30, , , ,721 $ 180,046 In addition, the Company is required to pay its proportionate share of realty taxes and certain other occupancy costs under the terms of the lease. (b) (c) Under an agreement with HIC, the Company has committed to provide capital contributions to cover expenses proportionate to its equity interest in Sino-Top. The Company s Mexican subsidiary has been subjected to irregularities that it has been seeking to redress. Legal proceedings were heard and decided on an ex parte basis, without notice to the Company that resulted in its Mexican subsidiary losing title to its mineral assets. In December 2010, the Company became aware of this situation, and has taken steps through the courts in Mexico to redress the situation, including a Constitutional Rights Claim before the Federal Court in the City of Durango, premised on procedural irregularities. On May 22, 2012 the court ruled against the Constitutional Rights Claim, and the Company s counsel subsequently requested a copy of the ruling in order to study it and determine what steps should be taken next. 14. Subsequent Events In June 2012, the Company announced that it had entered into an agreement to sell its 70% revenue interest in the Erbahuo Silver Mine in China along with its Chinese subsidiary, Chifeng Silver Dragon Resources & Technologies, Ltd., to a private Chinese investor for RMB7.4 million or approximately US$1.17 million. An initial deposit of RMB1.0 million (approximately $158,000) was received during the second quarter, and the sale is expected to close during the third quarter when the balance of the payments are to be made. After the quarter ended June 30, 2012, the Company issued 8,800,000 common shares pursuant to a conversion of a note payable with a principal balance of $20,856 (note 9 (b)). After the quarter ended June 30, 2012, the Company issued 5,181,538 common shares pursuant to a conversion of a note payable with a principal balance of $14,000 (note 9 (c)). After the quarter ended June 30, 2012, the Company issued 11,389,579 common shares pursuant to a conversion of a note payable with a principal balance of $18,000 and interest of $3,000 (note 9(d)). On July 16, 2012, the Company entered into a forbearance agreement with a lender whereby the lender forbears from reselling any of the Company s securities from July 16, 2012 to September 15, The interest payable on the outstanding note payable will be amended from 5% to 10.5% per annum. The lender is to advance $57,143 in terms of the eighth note receivable (note 9(a)). On July 16, 2012, the Company entered into a standstill agreement with a lender whereby the lender shall not convert any amount of the notes issued by the Company into common stock between July 20, 2012 and September 15, The interest payable on the outstanding notes payable will be amended from 0% to 5% per annum. The lender will advance $50,000 pursuant to the terms of the existing agreements (note 9(c)). 16

18 SILVER DRAGON RESOURCES INC. (AN EXPLORATION STAGE COMPANY) Notes to the Interim Condensed Consolidated Financial Statements June 30, 2012 and Segmented Information As at June 30, 2012 Corporate Mexico China Total Equity investment $ - $ - $ 4,763,984 $ 4,763,984 Notes receivable $ 2,124,405 $ - $ $ 2,124,405 Total assets $ 2,771,675 $ - $ 4,763,984 $ 7,535,659 Six-month period ended June 30, 2012 Corporate Mexico China Total Revenues $ - $ - $ - $ - Depreciation $ 25,032 $ - $ - $ 25,032 Loss before income tax $ (2,020,440) $ (54,214) $ (469,203) $ (2,543,857) As at December 31, 2011 Corporate Mexico China Total Equity investment $ - $ - $ 4,328,143 $ 4,328,143 Notes receivable $ 4,277,500 $ - $ - $ 4,277,500 Total assets $ 4,776,665 $ 597 $ 4,328,143 $ 9,105,405 Six-month period ended June 30, 2011 Corporate Mexico China Total Revenues $ - $ - $ - $ - Depreciation $ (23,557 ) $ - $ - $ (23,557 ) Loss before income tax $ (1,571,168 ) $ (69,280 ) $ (45,287 ) $ (1,685,735 ) 17

19 ITEM 2. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERTATIONS Forward-looking statements Statements made in this Form 10-Q that are not historical or current facts are forward-looking statements made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of These statements often can be identified by the use of terms such as may, will, expect, believe, anticipate, estimate, approximate, or continue, or the negative thereof. We intend that such forward-looking statements be subject to the safe harbor processes for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. All references herein to the terms we, our, us, SDR, and the Company refer to Silver Dragon Resources Inc. and its subsidiaries. Available information We file annual, quarterly, current reports, proxy statements, and other information with the SEC. You may read and copy documents that have been filed with the SEC at their Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the Commission at SEC You can also obtain copies of our SEC filings by going to their website at OVERVIEW Our primary objective is to explore for silver minerals and, if warranted, to develop those existing mineral properties. Our secondary objective is to locate, evaluate, and acquire other mineral properties, and to finance our exploration and development through equity financing, by way of joint venture or option agreements or through a combination of both. The Company s primary objective right now is to monetize its assets in order to augment its cash flow and ensure increased value. CHINA The properties in China, in which we have an interest, continue to be drilled and tunnelled. Geologic mapping, trenching, tunneling and drilling work are underway for three of the properties known as Dadi, Laopandao, and Aobaotugounao. An NI report on Laopandao property was completed during the fourth quarter of 2011 year and the N report on Dadi was updated during the third quarter of On May 2, 2012 the Company announced that its 40% equity owned joint venture Sanhe Sino-Top Resources & Technologies, Ltd. ( Sino-Top'') has commenced this year s approved exploration program on three of its properties in Northern China. The exploration targets include 4,000 meters (incl. 1,000 meters contingency) drilling, 3,000 meters tunneling, and 500 meters trenching at Dadi; 4,000 meters (incl. 1,000 meters contingency) drilling, 700 meters tunneling and 500 meters trenching at Laopandao; 4,000 meters drilling and 5,000 meters trenching at Aobaotugounao. In total, the budget for this year s exploration is RMB 36,845,000 (US$ 5.8 million). On May 16, 2012, the Company announced results from the ongoing 2012-drilling program at its Dadi Silver-Lead-Zinc polymetallic property in Inner Mongolia, Northern China. Dadi is a silver-lead-zinc polymetallic project owned by Sanhe Sino-Top Resources & Technologies, Ltd. ( Sino-Top ), of which Silver Dragon Resources Inc. has a 40% equity interest. Highlights of that announcement are as follows: The current season s work commenced in February 2012, with most of the activity focused on underground drilling and drifting (face drilling); Seven underground drill holes and six underground transverse drifts were completed to define mineralization zones II and IV. Samples were collected from drill holes and transverse drifts: 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. Within transverse drift CM14, a 1 meter long mineralized body was discovered with grades of Ag (silver) 254 g/t, Pb (lead) 1.04%, and Zn (zinc) 3.36%. 18

20 Exploration work at Dadi commenced on February 24, 2012, focusing on underground drifting (face drilling) and underground drilling. As of April 30, 2012, seven underground drill holes (ZK1401, ZK1205, ZK1001, ZK0808, ZK0101, ZK0306, and ZK0505) have been completed with a total drilling length of 1,039 meters. In addition, underground drifting, including transverse drifts CM08, CM12, and CM14 to 1,350 meters. Transverse drifts PD4CM02, PD4CM06, PD4CM08 in tunnel PD4 were also completed. The total tunneling length was meters, including ore drifts, transverse drifts and transportation tunnels. At present, 149 samples from drill core and channel sampling within the transverse drifts have been analyzed. On June 14, 2012, the Company announced that it has entered into a definitive agreement to sell its 70% interest in the Erbahuo Silver Mine in China along with its Chinese subsidiary, Chifeng Silver Dragon Resources & Technologies, Ltd., to a private Chinese investor for RMB 7.4 million or approximately US$1.17 million. Proceeds from the sale of Erbahuo will be used for further exploration and development of Silver Dragon's other properties in China, including Dadi and Laopandao, of which Silver Dragon has a 40% interest. The Board of Directors of both Sino-Top and Silver Dragon reviewed the proposal and unanimously determined that the sale of Erbahuo is in the best interest of the Sino-Top joint venture. The joint venture will focus on developing the award winning Dadi Silver-Polymetallic property into a 2,000 tonne-per-day Silver- Lead-Zinc ore processing operation by Under the terms of the agreement, Silver Dragon has received a payment of RMB1 million or approximately US$158,000, and will receive two further payments: RMB5 million (US$793,000) before July 15, 2012; and RMB1.4 million (US$222,000) before November 1, On July 5, 2012, the Company announced results from the ongoing 2012 drilling program at its Dadi and Aobaotugounao Silver-Lead-Zinc polymetallic propertiesin Inner Mongolia, Northern China. Dadi and Aobaotugounao are owned by Sanhe Sino-Top Resources & Technologies, Ltd. ( Sino-Top ), of which Silver Dragon Resources Inc. has a 40% equity interest. Highlights are as follows: According to assay results released on June 25, four underground drill holes (ZK0808, ZK0308, ZK0702, and ZK0901) have been completed, revealing significant Silver-Lead-Zinc mineralization at Dadi. Four underground drill holes located at 1,384 meters in the PD1 tunnel at exploration lines no.3, no. 7 and no. 9 at Dadi further define mineralization zones I and II, at deeper levels. 1:2,000 geological mapping, geological section surveying and surface drilling are in progress at Aobaotugounao. Two mineralized intervals have been discovered at the underground drill hole ZK0808: azimuth 220, dip angle 86, drilling length 120m. One is from 61.5m to 63m interval and the grades are Ag 35.5 g/t, Pb 1.15%, Zn 0.52%. The second interval is from 97.5m to 100.5m interval and the grades of two samples are Ag 78.8 g/t, Pb 0.11%, Zn 0.13%, and Ag 732 g/t, Pb 3.28%, Zn 9.56%, respectively. Based on assay results for underground dill hole ZK0308: azimuth 220, dip angle 86,drilling length m, one sample (from 84m to 85.5m interval) reveals a mineralized body with grades of Ag 34.4 g/t, Pb 1.44% and Zn 1.89%. Four intervals 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 with grades of Ag 2.3 g/t, Pb 0.019% and Zn 1.14%; the second interval is from 63m to 66m with grades of two samples being Ag 72.5 g/t, Pb 0.96% and Zn 4.3%, and Ag 10.4 g/t, Pb 0.04 % and Zn 1.19%, respectively; the third interval is from 67.5m to 69m with grades of Ag 11.5 g/t, Pb 0.07% and Zn 1.07%. 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 significant concentration of lead and zinc mineralization. Three samples taken 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. From the 56.4m to 57.9m intervals, the grades are Ag 5.5 g/t, Pb 0.062%, and Zn 0.71%; from the 57.9m to 59.4m intervals, grades are Ag 11.0 g/t, Pb 0.082%, and Zn 2.04%; from the 59.4m to 60.6m interval, grades are Ag 11.2 g/t, Pb 0.05%, and Zn 1.34%. In June 2012, we announced an agreement to sell our 70% interest in the Erbahuo Silver Mine in China along with our Chinese subsidiary, Chifeng Silver Dragon Resources & Technologies, Ltd., to a private Chinese investor for RMB 7.4 million or approximately US$1.17 million. Proceeds from the sale of Erbahuo will be used for further exploration and development of our other properties in China, including Dadi and Laopandao. An initial deposit of RMB1 million (approximately $158,000) was received during the second quarter, and the sale is expected to close during the third quarter when the balance of the payments are to be made. 19