SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 21st, 2024 • China Natural Resources Inc • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2024, between China Natural Resources, Inc., a British Virgin Islands business company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 21st, 2024 • China Natural Resources Inc • Gold and silver ores • New York
This letter (this “Agreement”) constitutes the agreement between China Natural Resources, Inc. (NASDAQ: CHNR) (the “Company”) and FT Global Capital, Inc. (“FT Global” or the “Placement Agent”) pursuant to which FT Global shall serve as the placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and sale (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement) (the “Services”). The Company expressly acknowledges and agrees that FT Global’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by FT Global to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of FT Global with respect to securing any other financing on behalf of the Company.
COMMON SHARE PURCHASE WARRANT CHINA NATURAL RESOURCES, INC.Security Agreement • February 21st, 2024 • China Natural Resources Inc • Gold and silver ores • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [˜] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [●]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from CHINA NATURAL RESOURCES, INC., a British Virgin Islands business company (the “Company”), up to [●]2 common shares, without par value, of the Company (the “Common Shares”) (the Common Shares issuable hereunder, as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON SHARE PURCHASE WARRANT CHINA NATURAL RESOURCES, INC.Warrant Agreement • February 21st, 2024 • China Natural Resources Inc • Gold and silver ores • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [•]or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [•] (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [•] (the “Termination Date”) but not thereafter, to subscribe for and purchase from CHINA NATURAL RESOURCES, INC., a British Virgin Islands business company (the “Company”), up to [•] common shares, without par value, of the Company (the “Common Shares”) (the Common Shares issuable hereunder, as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
