ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 28, 2008, Magnus International Resources Inc. ("Magnus", or the "Company") executed an agreement (the "Transfer Agreement") with Mr. Lai Jinzang ("Jinzang") under which Magnus agreed to sell its 90% interest in Yunnan Long Teng Mining Ltd., which owns the exploration license underlying the Huidong gold exploration property in Sichuan Province, China, to Jinzang. Under the Transfer Agreement, Magnus will receive: (i) 7,000,000 yuan (approximately US$1,000,000) within seven days of the execution of the Transfer Agreement; (ii) a further 7,000,000 yuan within seven days of the successful renewal of the exploration license underlying the Huidong property; (iii) a further 4,900,000 yuan within seven days of the transfer of Magnus' 90% interest in Yunnan Long Teng Mining Ltd. to Jinzang; and (iv) a further 2,100,000 yuan within seven days of the transfer of the remaining 10% interest in Yunnan Long Teng Mining Ltd. held by Geological Brigade Team 209 of the Nuclear Industry of Yunnan Province ("Team 209") to Jinzang, whether directly from Team 209 or indirectly from Team 209 to Magnus and then to Jinzang. In addition, Magnus will retain a 3% net smelter royalty on any minerals produced from the Huidong property under the exploration license in the future, which will be paid quarterly. To date, Magnus has received the first payment of 7,000,000 yuan from Jinzang. If the exploration license underlying the Huidong property is not successfully renewed, then Magnus will be required to return all payments to Jinzang within one month and the Transfer Agreement will terminate.

The foregoing description of the Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the Chinese version of the Transfer Agreement, which is attached hereto as Exhibit 10.1, and the English translation version of the Transfer Agreement, which is attached hereto as Exhibit 10.2.

ITEM 8.01 OTHER EVENTS

Pursuant to Form 8-K, General Instructions F, registrant hereby incorporates by reference the press release attached hereto as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

Exhibit No. Description
Exhibit 10.1 Contract on the Transfer of Equity of Yunnan Long Teng Mining Ltd. - Chinese version.
Exhibit 10.2 Contract on the Transfer of Equity of Yunnan Long Teng Mining Ltd. - English translation.
Exhibit 99.1 Press Release dated June 5, 2008.

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