HONG KONG, June 10, 2025 /PRNewswire/ -- China Natural Resources, Inc. (NASDAQ: CHNR), a British Virgin Islands ("BVI") company (the "Company") today announced that it will implement the combination (the "Combination") of issued and outstanding common shares, without par value, of the Company. The Company's common shares will begin trading on a post-Combination basis at market open on June 13, 2025.Upon the effectiveness of the share combination, every eight issued and outstanding common shares will automat ...

Core Viewpoint - China Natural Resources, Inc. has announced an eight-to-one share combination to increase its per share trading price and meet Nasdaq listing requirements [1][3]. Group 1: Share Combination Details - The board of directors has approved an eight-to-one share combination of issued and outstanding common shares, effective June 12, 2025 [1]. - Every eight issued and outstanding common shares will automatically convert into one common share, with fractional shares rounded up to the next whole share [2]. - The share combination will not affect the total number of authorized common shares, and all outstanding options and warrants will be adjusted proportionately [3]. Group 2: Company Operations and Strategy - China Natural Resources operates in exploration and mining, focusing on acquiring and exploiting mining rights in Inner Mongolia, including lead, silver, and other nonferrous metals [4]. - The company is in the process of acquiring Williams Minerals, which operates a lithium mine in Zimbabwe, for a maximum consideration of US$1.75 billion [4].

Acquisition and Business Strategy - The company is in the process of acquiring Williams Minerals, which holds a mining permit for a lithium mine in Zimbabwe, with a completion date extended to December 31, 2025[16]. - The acquisition involves a 70% ownership by the controlling shareholder and a 30% ownership by a non-affiliate, contingent upon various conditions being met[16]. - The anticipated benefits of the acquisition of Williams Minerals are subject to realization uncertainties[39]. - The acquisition of Williams Minerals is conditional upon various factors, including a cash payment of US$140 million and independent technical reports on lithium resources[138]. - The company has extended the long stop date for closing the acquisition of Williams Minerals to December 31, 2025, due to ongoing conditions precedent[138]. - Future acquisitions may dilute shareholder ownership and increase debt, with no assurance of successful integration or favorable terms[141]. - The company has limited experience in acquiring businesses, which may expose it to unknown risks and liabilities[144]. - The company is exploring strategic alternatives in non-natural resources sectors, which may include identifying potential partners or acquisition targets[39]. - The company is exploring business opportunities in non-natural resource sectors in addition to its current operations[177]. Financial Performance and Risks - The company has incurred losses from operations in each of the preceding three fiscal years of 2022, 2023, and 2024, with no assurance of future profitability[68]. - The company reported a deemed distribution of RMB20.38 million (US$2.79 million) to its controlling shareholder in 2024[51]. - The company has not made any capital contributions or received dividends from its subsidiaries during the reported periods[51]. - The company faces significant regulatory risks from the PRC government, which may influence its ability to conduct business and accept foreign investments[47]. - Recent policies from the PRC government could adversely affect the company's financial condition and operations[48]. - The company has incurred operating losses of CNY24.55 million, CNY9.14 million, and RMB7.20 million (US$0.99 million) for the fiscal years 2022, 2023, and 2024 respectively[145]. - The company has faced significant non-recurring expenses related to the acquisition of PST Technology, including legal and integration costs[134]. - The company may continue to incur operational costs related to ESG compliance, which could materially impact its financial condition[133]. Regulatory Environment - The company faces significant regulatory uncertainties in China that could impact its business operations and financial condition[37]. - The company is subject to the Holding Foreign Companies Accountable Act, which may lead to delisting if audit reports are not compliant[49]. - The PRC government may intervene in the company's operations, which could limit its ability to offer securities and negatively affect their value[59]. - The company is subject to complex PRC regulations regarding offshore offerings, which may require approvals or filings that could delay or prevent capital raising efforts[64]. - The company is currently not in compliance with the Nasdaq continued listing requirements, specifically the minimum bid price requirement of $1.00 per share[166]. - The company has been granted an additional 180 calendar days until June 30, 2025, to regain compliance with the bid price requirement[166]. - The company is subject to various government regulations regarding exploration activities, and failure to comply could result in fines or suspension of business permits[128]. - The company is currently engaged solely in metal exploration and mining activities in the Inner Mongolia Autonomous Region of the PRC after the sale of its wastewater treatment segment in July 2023[175]. Currency and Economic Factors - The fluctuation of the Renminbi may materially and adversely affect the company's financial condition and investment value[59]. - Fluctuations in the Renminbi exchange rate could materially affect the company's cash flows and financial condition, especially as most operating expenses are denominated in CNY[86]. - China's economic growth has been uneven, with potential fluctuations or declines anticipated in the near future, which may adversely affect the company's financial condition and results of operations[71]. - Government measures aimed at boosting the Chinese economy could lead to higher inflation, impacting operating costs such as employee compensation and office expenses[71]. Shareholder and Corporate Governance - Mr. Li Feilie holds approximately 54.5% of the company's outstanding common shares, allowing him significant influence over shareholder votes and corporate transactions[170]. - The company has 9,865,767 common shares issued and outstanding as of the date of the annual report[160]. - The company plans to issue up to 1,487,870 common shares at a price of $2.20 per share in a registered direct offering, with gross proceeds of approximately $3.27 million expected[160]. - Up to 1,115,903 common shares may be issued upon the exercise of warrants at a per share exercise price of $3.00[159]. - The company has adopted IFRS accounting principles, which differ from U.S. GAAP, and does not provide reconciliation of these principles[153]. - The company has historically engaged in substantial related party transactions, which may not be as favorable as those with unrelated parties due to lack of independent review[157]. Market Conditions and Commodity Prices - In 2024, lead prices fluctuated between CNY15,790 (US$2,164) and CNY20,050 (US$2,747) per ton, while silver prices ranged from CNY5,743 (US$787) to CNY8,733 (US$1,197) per kg, indicating significant market volatility[127]. - The SHFE lead price fluctuated significantly in 2024, starting at CNY15,900 (US$2,179) per ton and reaching an annual high of CNY20,050 (US$2,747) per ton, closing at CNY16,765 (US$2,297) per ton, representing an annual increase of approximately 5.61%[208]. - The SHFE silver price started at CNY5,972 (US$818) per kg, peaked at CNY8,733 (US$1,197) per kg, and closed at CNY7,470 (US$1,024) per kg, reflecting an annual increase of approximately 25%[212]. - World refined lead production in 2024 was 13,029 thousand tons, while refined usage was 12,998 thousand tons, indicating a slight decrease in both production and usage compared to previous years[209]. Environmental, Social, and Governance (ESG) Considerations - ESG issues are increasingly important to stakeholders, and failure to meet evolving expectations may negatively impact the company's reputation and increase costs[130]. - The company aims to enhance overall cost effectiveness and productivity while maintaining responsible environmental practices[205]. - The company is committed to delivering long-term value to shareholders and contributing to the economic and social development of the regions where it operates[211].

Company Overview - China Natural Resources Inc. is a holding company engaged in exploration and mining, focusing on acquiring and exploiting mining rights in Inner Mongolia, particularly for lead, silver, and other nonferrous metals [2] - The company is in the process of acquiring Williams Minerals, which operates a lithium mine in Zimbabwe, for a maximum consideration of US$1.75 billion [2] Compliance with Nasdaq Listing Requirements - On January 3, 2025, the company was granted an additional 180-day period until June 30, 2025, to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market [1] - If the closing bid price reaches at least $1.00 per share for ten consecutive business days, Nasdaq will confirm compliance; otherwise, the company may face delisting [1] Strategic Intent and Future Opportunities - The company intends to monitor its share price and explore options to regain compliance with Nasdaq's minimum bid price requirement [1] - There are ongoing efforts to close the acquisition of Williams Minerals, which is expected to enhance the company's portfolio in the mining sector [2]

Core Points - China Natural Resources, Inc. received a notification from Nasdaq regarding non-compliance with the minimum bid price requirement due to its common shares closing below $1.00 for 30 consecutive business days [1] - The company has a compliance period of 180 calendar days, until January 2, 2025, to regain compliance with the minimum bid price requirement [2] - If the company's share price reaches at least $1.00 for ten consecutive business days during the compliance period, Nasdaq will confirm compliance [2] - If compliance is not achieved by January 2, 2025, the company may be eligible for an additional 180-day grace period [2] Company Overview - China Natural Resources, Inc. is a British Virgin Islands corporation engaged in the exploration of lead, silver, and other metals in the Inner Mongolia Autonomous Region of the People's Republic of China [3] - The company is actively exploring further business opportunities in the natural resources sector and other sectors [3]

Regulatory Environment - The PRC government has significant authority to influence the operations of China-based companies, which may affect their ability to conduct business and accept foreign investments [15]. - Recent regulatory actions by the PRC government, including the PRC Data Security Law, impose obligations on data activities that could impact the company's operations and compliance costs [23]. - The Holding Foreign Companies Accountable Act (HFCA Act) may lead to the company's shares being prohibited from trading on U.S. exchanges if audit reports are not from PCAOB-inspected firms for two consecutive years [17]. - The company is required to comply with new filing and reporting procedures for overseas securities offerings as per the Overseas Listing Trial Measures effective March 31, 2023 [23]. - The company has faced risks related to potential regulatory changes that could adversely affect its business and financial condition [16]. - The PCAOB's ability to inspect audit firms in mainland China and Hong Kong is crucial for maintaining compliance with U.S. regulations [17]. - The company is classified as a "Commission-Identified Issuer" under the HFCAA, which subjects it to potential delisting risks if the PCAOB cannot inspect its auditor for two consecutive years [29]. - The PRC government may exert more control over offshore holding companies, which could significantly limit the company's ability to offer securities and adversely affect their value [42]. - The company faces risks related to changes in PRC laws and regulations, which may materially affect its business operations and financial condition [27]. - The approval of PRC government authorities may be required for offshore offerings, creating uncertainty in capital raising efforts [30]. - The company has faced uncertainties regarding the PRC legal system, which could adversely affect its operations and compliance [43]. - Changes in PRC laws and regulations may adversely affect the company's business operations and profitability due to substantial uncertainties in interpretation and enforcement [44]. - PRC regulations on loans and direct investments by offshore holding companies may delay or prevent the company from funding and expanding its PRC subsidiaries, impacting liquidity [45]. - The company is required to maintain compliance with various PRC laws and regulations, and failure to do so could materially affect its business [55]. - The company is subject to the Revised Confidentiality and Archives Administration Provisions, which mandate strict adherence to confidentiality in overseas securities activities [55]. - The company has not received any investigation or sanction from PRC authorities regarding national security issues related to its operations [57]. - The company is subject to uncertainties regarding future regulatory changes that could impact its business operations and financial condition [57]. - The company will monitor the regulatory environment closely to ensure compliance with data security laws and regulations [57]. - The interpretation and implementation of new data security laws remain uncertain, which could materially affect the company's operations and securities [57]. Financial Performance - The company has incurred losses from operations in each of the preceding three fiscal years: 2021, 2022, and 2023, with no assurance of future profitability [36]. - The company incurred operating losses of CNY10.48 million, CNY24.55 million, and CNY9.14 million (US$1.29 million) for the fiscal years 2021, 2022, and 2023 respectively [87]. - The company has generated losses from operations over the past three fiscal years and may continue to incur significant losses in the foreseeable future [86]. - Net loss decreased by CNY9.86 million (US$1.39 million) from CNY22.30 million in 2022 to CNY12.44 million in 2023 [207]. - Profit from discontinued operations decreased by CNY5.15 million (US$0.73 million) from CNY1.04 million in 2022 to a loss of CNY4.11 million in 2023 [207]. - The total net value of property, plant, and equipment for Bayannaoer Mining was approximately CNY0.05 million (US$0.01 million) as of December 31, 2023 [192]. - Administrative expenses decreased by CNY12.37 million (US$1.75 million) from CNY25.25 million in 2022 to CNY12.88 million in 2023 [207]. - Other income increased by CNY3.04 million (US$0.43 million) from CNY0.70 million in 2022 to CNY3.74 million in 2023, primarily due to government compensation for the termination of 5 mine exploration rights [207]. Cash Flow and Dividend Restrictions - Cash and asset transfers between the company and its subsidiaries totaled HK$114,000 (approximately US$16.1 million) in 2023, primarily for working capital [20]. - The company has not made any capital contributions or received dividends from its subsidiaries during the reporting periods [19]. - The PRC subsidiaries are subject to restrictions on paying dividends, which may limit cash availability for distributions to investors [18]. - The company is subject to restrictions on paying dividends and making payments to its offshore holding company, which could impact cash flow [27]. - The company's ability to pay dividends is restricted by PRC regulations, which only allow payments from accumulated profits and require setting aside a portion of after-tax profits as reserve funds [47]. - Government controls on currency conversion may restrict the company's ability to remit foreign currency for dividends or obligations, potentially affecting financial operations [49]. - The company may face restrictions on dividend payments from its PRC subsidiaries, which can only pay dividends out of retained earnings [130]. Market Conditions and Economic Factors - Inflation in the PRC and a slowing economy could negatively affect the company's profitability and growth, as rising costs may not be compensated by product price increases [46]. - The fluctuation of the Renminbi may materially and adversely affect the company's investment value [27]. - Fluctuations in the Renminbi against the U.S. Dollar may materially impact the company's cash flows and financial condition, especially as most operating expenses are in CNY [52]. - The market prices of metals are influenced by geopolitical tensions and economic conditions, which could adversely affect the company's operations and profitability [66]. - In 2023, lead prices on the Shanghai Futures Exchange fluctuated between CNY15,015 (US$2,121) and CNY17,540 (US$2,478) per ton, while silver prices ranged from CNY4,756 (US$672) to CNY6,343 (US$896) per kg, and copper prices varied from CNY62,690 (US$8,856) to CNY71,500 (US$10,101) per ton, indicating significant market volatility [67]. Corporate Governance and Compliance - The company aims to become a leading multi-resources company in China while complying with high international standards of corporate governance and enhancing cost effectiveness [135]. - The company has obtained all necessary licenses, permits, and approvals to operate its business in China, and has not been denied any such licenses [55]. - The company has completed SAFE registration for its executive officers and employees regarding stock incentive plans, mitigating potential legal and financial risks [59]. - The company faces regulatory uncertainties that could restrict the adoption of additional incentive plans under PRC law, potentially impacting employee retention and motivation [59]. - The company has historically engaged in substantial related party transactions, which may not be as favorable as those with unrelated parties [99]. - The company is exempt from certain Nasdaq requirements, including independent review of related party transactions, due to its status as a foreign private issuer [97]. - The company has incurred considerable costs to comply with Section 404 of the Sarbanes-Oxley Act, which may impact financial resources [91]. Exploration and Mining Activities - The Moruogu Tong Mine is currently in the exploration stage, with no revenues generated yet, and funding for exploration is planned through borrowings or cash on hand [62]. - The company holds an exploration permit for the Moruogu Tong Mine in Inner Mongolia, indicating the presence of lead and silver [123]. - The exploration site of the Moruogu Tong Mine covers an area of approximately 7.81 square kilometers, with indications of lead and silver presence [193]. - The exploration program at the northern part of Moruogu Tong Mine has covered an area of 3.22 square kilometers, involving 76 drilling holes totaling 22,272.86 meters [146]. - Initial results indicate the presence of lead and silver, with the average grade of lead in the deposit being over 1.81% [147][148]. - Future exploration costs for the northern part of Moruogu Tong Mine are estimated at approximately CNY11.38 million (US$1.61 million) [146]. - The company plans to accelerate exploration in the southern part of Moruogu Tong Mine with an initial investment of CNY2.16 million for six additional drilling holes [146]. - The company may face unforeseen risks related to the acquisition of the Zimbabwean lithium mine, including undisclosed issues affecting mineral extraction [77]. Acquisitions and Divestitures - The company entered into a Sale and Purchase Agreement to sell 100% equity interest of Precise Space-Time Technology Limited for approximately CNY95.76 million [74]. - The completion of the acquisition of Williams Minerals is conditional upon various factors, including the payment of US$140 million and the issuance of independent technical reports [79]. - The company has entered into a definitive agreement to acquire Williams Minerals, which owns a mining permit for a Zimbabwean lithium mine, with a maximum consideration of US$1.75 billion [120]. - The acquisition of Williams Minerals is expected to vest cumulatively from 2024 through 2026, contingent upon independent technical reports and full settlement of the purchase consideration [120]. - The divestiture of the wastewater treatment segment may adversely impact the company's business if it cannot offset the loss of revenue from this segment [74]. - The company completed the sale of PST Technology in July 2023, discontinuing its wastewater treatment segment and focusing solely on metal exploration and mining activities [118]. - The total value of consideration for the acquisition of PST Technology was approximately CNY104.1 million (US$14.7 million), reflecting a 20% discount to the independent valuation [121]. Employee and Labor Costs - The average wage level for employees has increased, leading to expected higher labor costs, which may adversely affect profitability if not passed on to customers [61]. - The company may incur penalties if it fails to comply with PRC regulations regarding employee benefits and social security contributions [61]. - The company may experience dilution if additional equity securities are issued or if outstanding warrants are exercised [101]. - Mr. Li Feilie beneficially owns approximately 54.5% of the company's outstanding common shares, allowing him significant influence over shareholder votes [111].

Group 1 - China Natural Resources, Inc. closed a registered direct placement of approximately $3.27 million, issuing 1,487,870 common shares at a price of $2.20 per share [1] - The company also issued warrants for the purchase of up to 1,115,903 common shares at an exercise price of $3.00 per share, with a term of 42 months [1] - Net proceeds from the offering will be used for general corporate purposes [1] Group 2 - The common shares are offered through a prospectus supplement as part of the company's effective shelf registration statement [2] - The shelf registration statement was declared effective by the SEC on February 10, 2023 [2] Group 3 - China Natural Resources operates in two segments: wastewater treatment and exploration and mining [3] - The company is engaged in acquiring mining rights in Inner Mongolia and exploring for lead, silver, and other nonferrous metals [3] - The company plans to acquire Williams Minerals, which operates a lithium mine in Zimbabwe, for a maximum consideration of $1.75 billion, expected to close in 2024 [3]

Group 1 - China Natural Resources, Inc. has entered into a securities purchase agreement for a registered direct placement of approximately $3.27 million of common shares at a price of $2.20 per share, issuing a total of 1,487,870 common shares [1] - In a concurrent private placement, the company will issue common share warrants initially exercisable for the purchase of up to 1,115,903 common shares at an exercise price of $3.00 per share, with a term of 42 months [1] - The net proceeds from this offering will be used for general working capital purposes, with completion expected on or about February 21, 2024, subject to customary closing conditions [1] Group 2 - FT Global Capital, Inc. acted as the exclusive placement agent for the transaction [2] - The common shares are being offered through a prospectus supplement as part of the company's effective shelf registration statement filed with the SEC [2] Group 3 - China Natural Resources operates in two reportable segments: wastewater treatment and exploration and mining, and is engaged in acquiring mining rights in Inner Mongolia [3] - The company recently agreed to acquire Williams Minerals, which operates a lithium mine in Zimbabwe, for a maximum consideration of $1.75 billion, with the acquisition expected to close in 2024 [3]

Group 1 - China Natural Resources (CHNR) stock is experiencing significant trading activity, with over 4.6 million shares traded compared to its daily average of approximately 62,000 shares [1] - The stock has surged by 201.8% as of Thursday morning, indicating a substantial price increase [2] - CHNR is classified as a penny stock, with a previous closing price of $1.03 and a market capitalization of around $8.454 million [1][2] Group 2 - The volatility of stocks based in China has been noted, which may contribute to the current trading dynamics of CHNR [1] - Penny stocks like CHNR are susceptible to manipulation by retail and day traders, which can lead to rapid price increases followed by sharp declines [2] - Investors are advised to be cautious, as the current rise in CHNR stock may be driven by speculative trading rather than fundamental value [2]

Acquisition and Expansion - The company is in the process of acquiring Williams Minerals, which holds the mining permit for a lithium mine in Zimbabwe, with a completion contingent on several conditions[11]. - The acquisition involves a 70% ownership by the controlling shareholder and a 30% ownership by a non-affiliate, with no guarantee of closing at anticipated terms[11]. - The company is focused on expanding its operations in the wastewater treatment sector through the acquisition of PST Technology and Shanghai Onway[24]. - The company is assessing strategic alternatives, including potential partnerships and acquisitions in non-natural resources sectors[24]. - The company has diversified into the environmental protection sector by acquiring PST Technology, with a total consideration of approximately CNY104.1 million (US$15.1 million), which was a 20% discount to the independent valuation[209]. - The company is actively exploring business opportunities in the healthcare and other non-natural resource sectors[206]. - The company plans to pay the first installment of US$140 million in cash or promissory notes for the acquisition of Williams Minerals[160]. - The completion of the acquisition of Williams Minerals is conditional upon various conditions, with no assurance that these will be fulfilled[50]. - The acquisition of PST Technology has resulted in substantial costs, with future integration costs potentially exceeding initial estimates[49]. - The anticipated benefits of the acquisition may be affected by changes in the economic, political, and regulatory environment, including fluctuations in foreign exchange rates and demand for lithium[164]. Financial Performance and Risks - The company has incurred losses from operations in each of the preceding three fiscal years, with no assurance of future profitability[51]. - The company incurred operating losses of CNY 14.71 million, CNY 23.73 million, and CNY 30.72 million (US$4.45 million) for the fiscal years 2020, 2021, and 2022 respectively[178]. - The company acknowledges potential fluctuations in interest rates and foreign exchange rates that could affect financial performance[26]. - The company is exposed to risks related to geopolitical events, including the conflict between Russia and Ukraine, which may impact operations[24]. - The company is subject to risks associated with cost overruns in fixed-price contracts for EPC projects, which could materially affect financial results[128]. - The company faces uncertainties regarding the viability of mining and estimates of reserves at both the Moruogu Tong Mine and the Zimbabwean lithium mine[24]. - The company has faced challenges in retaining key personnel, which could impact its future success and growth prospects[180]. - The company has incurred significant expenses related to the acquisition, including legal and accounting fees, which could adversely affect its financial condition[162]. Regulatory and Compliance Issues - The company is subject to PRC laws and regulations that may restrict its ability to make dividends and distributions to investors, including U.S. investors[32]. - Recent regulatory actions by the Chinese government, including the PRC Data Security Law, could significantly impact the company's ability to conduct business and accept foreign investments[38]. - The company was identified as a "Commission-Identified Issuer" under the Holding Foreign Companies Accountable Act, which may lead to trading prohibitions if the PCAOB cannot inspect its auditor for two consecutive years[39]. - The company is subject to uncertainties regarding the interpretation and application of PRC laws and regulations, which may impact business operations[62]. - The company must maintain various licenses and permits from PRC authorities to operate, and failure to do so could materially affect its business[44]. - The approval or filing with the CSRC or other PRC government authorities may be required for offshore offerings, creating uncertainty regarding compliance[92]. - The company is subject to potential sanctions by the CSRC or other PRC regulatory authorities if it fails to comply with filing requirements for offshore offerings[100]. - The company faces uncertainty regarding compliance with new PRC data protection regulations, which could materially affect its business operations[184]. Market and Economic Conditions - The rural wastewater treatment industry in the PRC is highly competitive and fragmented, posing challenges for the company's operations[46]. - Inflation in China and a slowing economy could negatively impact the company's profitability and growth[66]. - The COVID-19 pandemic severely disrupted operations in 2022, leading to a lower-than-anticipated revenue increase due to project delays and reduced market demand[203]. - Local government budget constraints and delayed payments have historically impacted cash flows, with potential future delays expected[135]. - The environmental protection industry in China is fragmented and competitive, with significant barriers to entry in certain regions[133][134]. Intellectual Property and Technology - The company owns five patents in China related to wastewater treatment technology, but the effectiveness of intellectual property protection in China is uncertain[83]. - The company may face challenges in protecting its intellectual property rights due to ambiguities in Chinese laws and enforcement difficulties[84]. Shareholder and Corporate Governance - The beneficial owner, Mr. Li Feilie, controls approximately 65.6% of the outstanding common shares, influencing shareholder votes and corporate decisions[194]. - The company’s ability to amend its Memorandum and Articles without shareholder approval could delay or prevent changes in control, including tender offers[196]. - The company is exempt from certain Nasdaq requirements, including independent review of related party transactions, which may not be as favorable as those of other Nasdaq-listed companies[189].