HONG
KONG, April 14, 2023 /PRNewswire/ -- China
Natural Resources, Inc. (NASDAQ: CHNR) ("China Natural Resources,"
the "Company," or "CHNR") announced today that the Company has
completed its due diligence investigation with satisfactory
results, and will proceed with the acquisition of Williams Minerals
(Pvt) Ltd ("Williams Minerals") by paying a deposit of US$35 million by way of promissory notes to
Feishang Group Limited and Top Pacific (China) Limited (the "Sellers") on or about
April 21, 2023, pursuant to the
definitive sale and purchase agreement that the Company entered
into with the Sellers on February 27,
2023 (the "Sale and Purchase Agreement").
Williams Minerals owns the mining permit for a Zimbabwean
lithium mine. Under the Sale and Purchase Agreement, it is expected
that the Company will indirectly acquire all interests in Williams
Minerals and pay an aggregate of US$140
million by way of promissory notes and/or cash to the
Sellers as an initial installment. Consideration for the Company's
"ownership" (as defined in the Sale and Purchase Agreement) of
various regions of the Zimbabwean lithium mine will thereafter be
calculated and paid, and such "ownership" will vest, cumulatively,
region by region and over time, based on the issuance and results
of subsequent independent technical reports, with the maximum
consideration contemplated to be US$1.75
billion. The subject of each independent technical report
will be the quantity of qualified measured, indicated and inferred
sources of lithium oxide (grade 1.06% or above in accordance with
the standard under the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves) proven to
be in a discrete region of the mining area. For each region of the
lithium mine, until the consideration due for each region based
upon the independent technical report has been paid and the
Company's "ownership" has vested, the Sellers will maintain legal
possession and control, including the right to exploration, sales
of lithium, and the revenue derived therefrom, as well as liability
for operational costs and third-party claims.
Completion of the transaction as contemplated by the Sale and
Purchase Agreement is contingent upon the satisfaction of a number
of conditions, including, among other things, the issuance of
independent technical reports, the actual quantity of qualified
lithium oxide metal resources proven or estimated to exist in each
mining area covered by the relevant independent technical report,
and the Company's full settlement of the purchase consideration in
cash and restricted shares. There is no guarantee that the
transaction will be completed at the anticipated valuation and
terms, or at all.
Mr. Wong Wah On Edward, Chairman
of the Company, commented, "We are pleased with the favorable
outcome of our due diligence investigation of this potentially high
value lithium mine. This payment of deposit is a necessary step
towards acquiring the exploration rights to the lithium mine, as
all parties remain highly motivated to complete the transaction. We
are excited to be moving forward and continue to see significant
opportunities to leverage our mining expertise as we continue to
execute on our long-term business strategy."
For more information about the acquisition of Williams Minerals,
please see the Report on Form 6-K furnished by CHNR with the U.S.
Securities and Exchange Commission (the "SEC") on February 28, 2023.
This press release is not an offer of securities for sale in
the United States. Securities may
not be offered or sold in the United
States absent registration or an exemption from
registration. Any public offering of securities to be made in
the United States will be made by
means of a prospectus that may be obtained from the issuer and will
contain detailed information about the company and management, as
well as financial statements.
About China Natural Resources:
China Natural Resources, Inc., a British Virgin Islands corporation, through
its operating subsidiaries in the
People's Republic of China (the "PRC"), is currently engaged
in the acquisition and exploitation of mining rights in Inner
Mongolia, including preliminary exploration for nickel, lead,
silver and other nonferrous metal, has recently entered the
wastewater treatment industry, and is actively exploring further
business opportunities in the healthcare sector, natural resources
sectors and other 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.
Williams Minerals is owned by China Natural Resources' controlling
shareholder, Feishang Group Limited, and a non-affiliate, Top
Pacific (China) Limited. While
there is no guarantee, the acquisition of Williams Minerals is
expected to close in the second fiscal quarter of 2023.
Forward-Looking Statements:
This Form 6-K includes forward-looking statements within the
meaning of the U.S. federal securities laws. Any express or implied
statements contained in this press release that are not statements
of historical fact may be deemed to be forward-looking statements,
including, without limitation, statements regarding the intent,
belief and current expectations of the Company, its directors or
its officers with respect to the potential closing of the
acquisition of Williams Minerals, and the timing of such closing;
the ability to locate and execute on strategic opportunities; the
impact of the rising commodity prices; the potential presence of
minerals in the Zimbabwean lithium mine; the potential completion
of the acquisition of Williams Minerals; the vesting of ownership
of the regions of the Zimbabwean mine and the timing thereof; the
level of demand for lithium and other precious minerals; and the
availability of internally generated funds and funds for the
payment of operating expenses, capital expenditures and the
Company's growth strategy. Forward-looking statements are not a
guarantee of future performance and involve risks and
uncertainties, and actual results may differ materially from those
in the forward-looking statements as a result of various factors.
Among the risks and uncertainties that could cause the Company's
actual results to differ from its forward-looking statements are:
uncertainties regarding the governmental, economic and political
circumstances in the PRC; the impact on the Company's financial
position, growth potential and business from an investment in the
natural resources sector generally and in the Zimbabwean lithium
mine specifically; uncertainties related to the Company's ability
to identify potential partners or acquisition targets as it
considers strategic alternatives; uncertainties related to the
Company's ability to settle in cash the consideration due in
connection with the acquisition of Williams Minerals; uncertainties
associated with metal price volatility; uncertainties concerning
the viability of mining and estimates of reserves at the Zimbabwean
lithium mine; uncertainties associated with the issuance of and
accuracy of the independent technical reports; uncertainties
related to geopolitical events and conflicts, such as the conflict
between Russia and Ukraine; uncertainties regarding the impact of
the COVID-19 pandemic on domestic PRC and global economic
conditions, demand for the mineral reserves that we may locate or
extract, our workforce, whether due to illness or restrictions on
movement, and on the price of our common shares; uncertainties
related to possible future increases in operating expenses; the
fluctuations of interest rates and foreign exchange rates;
uncertainties related to the results of the next assessment by the
Staff of the Nasdaq Listing Qualifications department of the
Company's compliance with the Nasdaq Listing Rules; uncertainties
related to the political situation between the PRC and the United States; uncertainties regarding the
ability of the Public Company Accounting Oversight Board to
continue to fully inspect auditors located in the PRC and
Hong Kong, the implementation by
the SEC of more stringent disclosure and/or other requirements for
companies located in the PRC or that have operations in the PRC
that are listed on exchanges in the
United States, and increasing regulation by PRC government
agencies of companies located in the PRC but listed elsewhere; and
other risks detailed from time to time in the Company's filings
with the SEC, including, without limitation, the information set
forth in the Company's Annual Reports on Form 20-F under the
heading "Risk Factors." When, in any forward-looking statement, the
Company, or its management, expresses an expectation or belief as
to future results, that expectation or belief is expressed in good
faith and is believed to have a reasonable basis, but there can be
no assurance that the stated expectation or belief will result or
be achieved or accomplished. Except as required by law, the Company
undertakes no obligation to update any forward-looking
statements.
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SOURCE China Natural Resources, Inc.