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MINERAL RIGHTS ACQUISITION AGREEMENT

Asset Purchase Agreement

MINERAL RIGHTS ACQUISITION AGREEMENT | Document Parties: ASIAN DRAGON GROUP INC. You are currently viewing:
This Asset Purchase Agreement involves

ASIAN DRAGON GROUP INC.

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Title: MINERAL RIGHTS ACQUISITION AGREEMENT
Date: 8/31/2007

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Exhibit 10.5


THIS AGREEMENT MADE EFFECTIVE AS OF THE 29th DAY OF August, 2007   (the "Effective Date").

BETWEEN:

WORLD FORTUNE ENTERPRISE INC. , a private corporation with
offices at  870 East 54 th Ave, Vancouver, British Columbia, V5X 1L7,
Canada;

(“World Fortune”)

AND:

ASIAN DRAGON GROUP INC., a publicly traded corporation with
offices at suite 1100 – 475 Howe Street, Vancouver, British Columbia,
V6C 2B3;

(“Asian Dragon”)

WHEREAS World Fortune is a private British Columbia corporation established to source and assess opportunities in the precious and base metals industries in China;

AND WHEREAS Asian Dragon is a Nevada corporation whose securities trade on the NASDAQ OTCBB as well as on the Frankfurt Exchange, and whose business is the acquisition and exploitation of  precious and base metals projects and properties of merit;

AND WHEREAS World Fortune has entered into a China Mineral Properties Rights Purchase Agreement (the “Mineral Rights Agreement”) attached and incorporated into this Agreement as “Schedule A” for the rights (the “Rights”) from the Luoning Fuding Mining Development Ltd. (“Fuding”) as follows:

  1. a 100% interest of a 70% interest in the Luanchuan Mozigou Molybdenum Mine;

  2. a 100% interest of a 70% interest in the Lushi Jiashapa Vanadium Mine;

  3. a 100%  interest of a 70% interest in the Luoning Xiayu Fanggelewan Silver-Lead Mine; and

  4. a 100% interest of a 70% interest in the Silver-Lead Mine XWG.

AND WHEREAS the Rights are optioned herein to Asian Dragon by World Fortune in exchange for Asian Dragon assuming World Fortune’s responsibility for the total investment owed by World Fortune and detailed in the Mineral Rights Agreement and a grant of Asian Dragon common shares to World Fortune as consideration for World Fortune’s provision of this option to Asian Dragon (the “Agreement”); 

AND WHEREAS World Fortune wishes to option to Asian Dragon and Asian Dragon wishes to option from World Fortune, World Fortune’s rights to the Interests (the “Options”) upon execution of this Agreement.









NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained, the parties hereto do covenant and agree each with the other as follows:

1.                      Representations and Warranties of World Fortune

1.1                   In order to induce Asian Dragon to enter into this Agreement and complete the transactions contemplated under this Agreement, World Fortune represents and warrants to Asian Dragon that:

           (a)        World Fortune is, and will remain during the term of this Agreement until formal assignment is made to Asian Dragon, the registered and beneficial owner of Rights pursuant to the JV and such Rights are free and clear of all transfer, assignment or other restric­tions, liens, charges and encumbrances of any kind whatso­ever;
  
(b) World Fortune has good and sufficient right and authority to enter into this Agreement and carry out its obligations hereunder; and
  
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