China Natural Resources, Inc. (NasdaqCM:CHNR) entered into a sale and purchase agreement to acquire 30% stake in Zimbabwean lithium mine from Top Pacific (China) Limited, Li Feilie and Yao Yuguang on February 27, 2023. Pursuant to the terms and conditions of the Sale and Purchase Agreement, the Acquisition will be structured as a transfer of all of the Sellers? interests in Williams Minerals (Pvt) Ltd the company that owns the mining permit for the Zimbabwean lithium mine, to its intermediate holding company, which in turn will be 100% owned by a holding company.

The maximum consideration contemplated for this Acquisition is around $1.75 billion, based on an estimate of around 3.5 million tons inferred resource of lithium oxide in the Zimbabwean mine by a Zimbabwean geological and geophysical report. China Natural will pay an aggregate of $35 million by way of promissory notes and/or cash as a deposit if it chooses to proceed with the Acquisition after completion of due diligence, and an aggregate of $140 million by way of promissory notes and/or cash as an initial installment. China Natural will pay such consideration in the form of 50% as restricted shares and 50% as promissory note and/or cash.

The Company may issue its shares at a discount to the market price to secure a portion of the required capital. Completion of the Acquisition is contingent upon the satisfaction of a number of conditions, including, among other things, financing, due diligence results, the issuance of independent technical reports, and the China Natural's cash and restricted shares settlement of the total consideration. While the transfer of ownership interests in Williams Minerals is expected to close in the second fiscal quarter of 2023, there is no guarantee that it or any part of the Acquisition will close or be completed at the anticipated valuation and terms, or at all.

As of April 14, 2023. 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 by paying a deposit of $35 million by way of promissory notes to Feishang Group Limited and Top Pacific (China) Limited on or about April 21, 2023. As of December 22, 2023, Sellers are still in the process of satisfying conditions precedent to the closing of the Acquisition in accordance with the SPA, including but not limited to obtaining requisite governmental approvals, the parties entered into the Amendment Agreement to extend the long stop date for closing the Acquisition from December 31, 2023 to December 31, 2024.