Exhibit 99.2
LETTER OF TRANSMITTAL
Relating to Guardians of Gold Inc.’s and Nirek Resources Inc.’s offer to exchange (i) 1,068,932 shares of newly issued common stock of Guardians of Gold Inc. (“GOG”); (ii) 1,068,932 shares of newly issued common stock of Nirek Resources Inc. (“NRI”); (iii) 1,068,932 silver certificates issued by NRI for (10) grams of silver (each a “Silver Certificate”); such silver will be delivered to the holders of the Silver Certificates on or before March 31, 2016 and (iv) 1,068,932 warrants issued by NRI, exercisable on or before July 18, 2011, each exercisable at a cost of $190.00 for ten (10) grams of gold (each, an “NRI Warrant”); such gold will be delivered to holders of the NRI Warrants who exercise such NRI Warrants in a timely manner, delivery of such gold to the exercising holders of NRI Warrants shall occur on or before March 31, 2016 (in the event that only a portion of the gold can be delivered by March 31, 2016, it shall be distributed,prorata, among the holders of the NRI Warrants who exercised such NRI Warrants in a timely manner The remaining balance of gold shall be replaced, on or before March 31, 2016, by an amount of silver equal in value to the aforementioned gold, based on the market prices of the silver and gold on the date the related NRI Warrant was exercised); for shares of issued and outstanding Silver Dragon Resources Inc. (“SDRG”) common stock, at an exchange ratio of (a) one (1) share of GOG common stock; (b) one (1) share of NRI common stock; (c) one (1) Silver Certificate and (d) one (1) NRI Warrant for each one hundred (100) shares of SDRG common stock (collectively, the “Consideration” or the “Entitlements”).
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| 1. | 1 (one) share of common stock of GOG |
| 2. | 1 (one) share of common stock of NRI |
| 3. | 1 (one) Silver Certificate |
| 4. | 1 (one) NRI Warrant |
SDRG shareholders may take up the exchange offer by following either Option One or Option Two below.
The Letter of Transmittal, with Option One completed, should be personally delivered or mailed to: Heritage Transfer Agency Inc., 4 King Street West, Suite 1320, Toronto, Ontario, Canada M5H 1B6
The undersigned hereby requests that, upon completion of the offer to purchase shares of common stock of SDRG on the basis of the Consideration, shares representing the Entitlements 1. and 2. be issued in accordance with the terms of the offer.Note: DTCwill not and cannot take any responsibility for the execution and delivery of Entitlements 3. and 4 above. Therefore each tendering shareholder must provide instructions below for mail delivery or pick up of the Silver Certificate and NRI Warrant.
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OPTION ONE | Delivery of Silver Certificate and NRI Warrant for DTC participant shareholders | |||||
Number of SDRG shares tendered via DTC: ______ (must be in round lots of 100) | ||||||
Mail or make available for delivery the Silver Certificate and the NRI Warrant (two entitlements) via one of the manners below: | ||||||
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Mail as follows to: |
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Make available for pick-up at the office at 4 King Street West, Suite 1320, Toronto, Ontario, M5H 1B6 against a counter receipt, by: | ||||||
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IMPORTANT: THIS LETTER OF TRANSMITTAL MUST BE DATED & SIGNED |
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Dated: |
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| Signature of Shareholder: |
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Print Name: |
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The Letter of Transmittal, with Option Two completed, should be personally delivered or mailed to: Heritage Transfer Agency Inc., 4 King Street West, Suite 1320, Toronto, Ontario, Canada M5H 1B6
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OPTION TWO | (Stock held in shareholder’s name and tendered direct to transfer agent) | |||||
Delivery of all Entitlements | ||||||
(PLEASE PRINT BELOW in name of shareholder as tendered in preferred manner of delivery) | ||||||
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Number of SDRG shares tendered herewith ________ (must be in round lots of 100) | ||||||
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Mail as follows to: |
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Make available for pick-up at the office at 4 King Street West, Suite 1320, Toronto, Ontario, M5H 1B6 against a counter receipt, by: | ||||||
Name: |
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IMPORTANT: THIS LETTER OF TRANSMITTAL MUST BE DATED & SIGNED |
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Dated: |
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Print Name: |
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INSTRUCTIONS
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1. | Each holder of shares of common stock of the SDRG desiring to receive certificates representing the Consideration (Entitlements) must deliver this Letter of Transmittal, with Option One or Option Two completed and signed, to the address set out in Instruction 4 below. | |
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2. | Each holder of shares of common stock of SDRG desiring to receive certificates representing the Consideration/Entitlements must fill in the delivery instructions and sign and date this Letter of Transmittal. For shareholders who are tendering direct to the Transfer Agent (Option Two), if the instructions are not completed, the new share certificates and other Entitlements may be mailed to the shareholder’s address recorded on the books of SDRG. | |
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3. | Where this Letter of Transmittal is executed on behalf of a corporation, partnership or association or by any agent, executor, administrator, trustee, curator, guardian or any person acting in a representative capacity, this Letter of Transmittal must be accompanied by evidence of authority to act satisfactory to Heritage Transfer Agency Inc. (the “Transfer Agent”). | |
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4. | For more information, questions, concerns, or comments, please contact the Transfer Agent, attelephone 416-364-9509, attentionMoe Wortzman. | |
| Additional copies of this Letter of Transmittal may be obtained from the Transfer Agent at the following address: | |
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| Heritage Transfer Agency Inc. |