UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of February 2024.
Commission File Number 0-26046
China Natural Resources, Inc.
(Translation of registrant's name into English)
Room 2205, 22/F, West Tower, Shun Tak Centre,
168-200 Connaught Road Central, Sheung Wan,
Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files of will file
annual reports under cover of Form 20-F or Form 40-F. Form 20-F þ Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
This report on Form 6-K is hereby incorporated by reference into the Registration
Statement on Form F-3 (File No. 333-268454) of China Natural Resources, Inc. (the “Company,” “we,” “us,”
and “our”).
Press Release
On February 21, 2024, the Company issued a press release announcing the
closing of its previously announced registered direct offering and private placement with certain institutional investors of a total of
approximately $3.27 million of its common shares and warrants to purchase common shares. The full text of the press release is attached
as Exhibit 15.1 to this Report on Form 6-K.
EXHIBIT INDEX
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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CHINA NATURAL RESOURCES, INC.
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| Date: February 23, 2024 |
By: |
/s/ Wong Wah On Edward |
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Wong Wah On Edward |
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Chairman, President and Chief Executive Officer |
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EXHIBIT 15.1
CHINA NATURAL RESOURCES, INC. ANNOUNCES THE CLOSING
OF REGISTERED DIRECT PLACEMENT OF
$3.27 MILLION OF COMMON SHARES AND PRIVATE PLACEMENT
WARRANTS
HONG KONG, February 21, 2024 – CHINA NATURAL RESOURCES, INC. (NASDAQ:
CHNR) (the “Company”) today announced that it closed the registered direct placement of approximately $3.27 million of common
shares at a price of $2.20 per share on February 21, 2024, as previously announced on February 16, 2024. The Company issued a total of
1,487,870 common shares to the institutional investors participating in the offering. In a concurrent private placement, the Company also
issued warrants (“Warrants”) to the investors, initially exercisable for the purchase of up to 1,115,903 common shares at
an exercise price of $3.00 per share, which Warrants have a term of 42 months from the date of issuance.
The net proceeds from this offering will be used for general corporate
purposes.
FT Global Capital, Inc. acted as the exclusive placement agent for the
transactions.
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP acted
as counsel to the Company and Sheppard Mullin Richter & Hampton LLP acted as counsel to the placement agent in connection with the
transactions. PacGate Law Group provided due diligence services to the placement agent in connection with the transactions.
The common shares are being offered through a prospectus supplement which
is a part of the Company’s effective shelf registration statement and the base prospectus contained therein. A shelf registration
statement (SEC Filing No. 333-268454), declared effective by, the Securities and Exchange Commission (the “SEC”) on February
10, 2023 and including an accompanying prospectus supplement dated February 21, 2024. The offering of the common shares only was made
by means of the prospectus supplement.
The prospectus supplement and accompanying prospectus relating to the registered
direct offering was filed with the SEC and is available on the SEC's website located at http://www.sec.gov.
For further details of this transaction, please see the Form 6-K to be
filed with the SEC.
About China Natural Resources:
China Natural Resources, Inc. (NASDAQ: CHNR) is currently a holding company
that operates in two reportable operating segments: wastewater treatment and exploration and mining. Upon the completion of Precise Space-Time
Technology disposition on July 28, 2023, the Company is engaged in the acquisition and exploitation of mining rights in Inner Mongolia,
including exploring for lead, silver and other nonferrous metal, and is actively exploring business opportunities in the healthcare and
other non-natural resource sectors. China Natural Resources recently agreed to acquire Williams Minerals, which operates a lithium mine
in Zimbabwe, for a maximum consideration of US$1.75 billion. While there is no guarantee, the acquisition of Williams Minerals is expected
to close in 2024. Williams Minerals is owned by China Natural Resources’ controlling shareholder, Feishang Group Limited, and a
non-affiliate, Top Pacific (China) Limited.
Forward-Looking Statements:
This press release contains certain statements that may include “forward-looking
statements.” All statements other than statements of historical fact included herein are “forward-looking statements.”
These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects”
or similar expressions, involving known and unknown risks and uncertainties. Although the Company believes that the expectations reflected
in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove
to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press
release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result
of a variety of factors, including the risk factors discussed in the Company’s periodic reports that are filed with the Securities
and Exchange Commission and available on the SEC’s website (http://www.sec.gov). All forward-looking statements attributable to
the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under
the applicable securities laws, the Company does not assume a duty to update these forward-looking statements.
Company Contact
Zhu Youyi, Chief Financial Officer
Phone:
Email:
China Natural Resources (NASDAQ:CHNR)
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