6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2007

Commission File Number 0-26046

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China Natural Resources, Inc.

(Translation of registrant’s name into English)

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Room 2105, West Tower, Shun Tak Centre,

200 Connaught Road C., 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 ý 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):  ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12b3-2(b) under the Securities Exchange Act of 1934. Yes  ¨    No  ý.

If “Yes” is marked, indicated below the file number assigned to the registrant in connection with Rule 12b3-2(b): 82-__________.

Consummation of Sale of $35 Million in Common Shares and Warrants

On August 24, 2007, China Natural Resources, Inc. completed the sale to six non-U.S. persons of an aggregate of 2,187,500 units, each unit consisting of two common shares and one warrant to purchase one common share, for a purchase price of $16.00 per unit, or an aggregate purchase price of $35 million. Each warrant entitles the holder to purchase one common share at an exercise price of $10.00 per share for a three year period commencing August 24, 2008. The Company’s entry into subscription agreements relating to the sale of units was disclosed in Form 6-K filed on August 8, 2007.

No commissions or other compensation were paid in connection with the sale of the units. The units were sold pursuant to the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended.

On August 24, 2007, the Company issued a press release disclosing that the Company had consummated the sale of the common shares and warrants. A copy of that press release is furnished as an exhibit to this report.

Exhibits

Exhibit	Description
99.1	Press Release dated August 24, 2007

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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.

CHINA NATURAL RESOURCES, INC.
By:	/s/ LI FEILIE
	Li Feilie
	President and Chief Executive Officer

Date:  August 24, 2007

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EXHIBITS

Exhibit	Description
99.1	Press Release dated August 24, 2007

EX-99.1

EXHIBIT 99.1

CONTACT

Edward Wong, Financial Controller

011-852-2810-7205 or fc@chrb.com

FOR IMMEDIATE RELEASE

CHINA NATURAL RESOURCES RECEIVES $35 MILLION

PURCHASE PRICE FOR SHARES AND WARRANTS

HONG KONG, August 24, 2007 – CHINA NATURAL RESOURCES, INC. (NASDAQ: CHNR), a company based in the People’s Republic of China, today announced that it had completed the sale of $35 million in common shares and warrants to several non-U.S. investors.  The investors purchased a total of 2,187,500 units, each unit consisting of two common shares and one warrant to purchase one common share, for a purchase price of $16.00 per unit.  The warrants are exercisable at $10.00 per share for three years commencing August 24, 2008.

Among the investors is Rosetta Stone Capital Limited, a company owned and managed by Mr. Andy Xie Guozhong. Mr. Xie is an independent economist and financial advisor. He was the former chief economist of Morgan Stanley Dean Witter Asia. Mr. Xie was ranked as the number one economist in Asia between the years 2000 to 2005 by the Institutional Investors Magazine. He was also selected by CCTV, China’s largest national television network and the World Economic Forum in 2003 as one of the ten future economic leaders in China.

Mr. Xie commented, “Rosetta Stone Capital is very pleased to make this investment in China Natural Resources.  China's industrialization and urbanization continue to drive strong demand for non-ferrous metals.   We believe China's strong economic growth that underpins the global demand for non-ferrous metals will continue for the next two decades.  China 's mining sector is quite fragmented.  We believe China Natural Resources is in an excellent position to become a successful consolidator.  We look forward to a long-term partnership with the company and will support the company in its future capital needs.”

Mr. Feilie Li, the Company’s Chairman and CEO, commented, “We are extremely delighted to have Rosetta Stone Capital and the other investors as our long term partners. The new funds will enable the Company to capture opportunities that will help further accelerate its goal to achieve a leadership position in the mining industry in China. The new funds will also empower the Company to continue its rapid growth while enhancing its capabilities to acquire new mining assets and complementary operations.”  

This press release includes forward-looking statements within the meaning of federal securities laws.  These forward-looking statements are based upon assumptions believed to be reliable, but involve risks and uncertainties that may cause actual results of operations to differ materially from the forward-looking statements.  Among the risks and uncertainties that could cause our actual results to differ from our forward-looking statements are our intent, belief and current expectations as to business operations and operating results of the Company, uncertainties regarding the governmental, economic and political circumstances in the People’s Republic of China, risks and hazards associated with the Company’s mining activities, uncertainties associated with ore reserve estimates, uncertainties associated with metal price volatility, uncertainties associated with the Company’s reliance on third-party contractors and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings. Although the Company’s management believes that the expectations reflected in forward-looking statements are reasonable, it can provide no assurance that such expectations will prove to be accurate.