Continental Minerals Corporation
TSX VENTURE : KMK
OTC Bulletin Board : KMKCF

Continental Minerals Corporation
Great China Mining Inc.
OTC Bulletin Board : GCHA

Great China Mining Inc.

May 19, 2006 09:00 ET

Update on Continental-Great China Mining Transaction

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - May 19, 2006) - Gerald S. Panneton, President and CEO of Continental Minerals Corporation (TSX VENTURE:KMK)(OTCBB:KMKCF) and Anthony Garson, President and CEO of Great China Mining Inc. (OTCBB:GCHA), announce an update and further details with respect to Continental's proposed merger with Great China Mining (described in a joint news release on April 13, 2006), whereby the companies will be merged to unify 100% ownership of the Xietongmen copper-gold property into Continental as the surviving corporation. The Xietongmen property, located in Tibet, China, is operated by Continental under a 60% earn-in right and is known to host a large copper-gold mineral resource.

Under the merger, Continental will issue approximately 36 million of its common shares for 100% of Great China Mining plus 250,446 Continental options at an exercise price of CDN$1.02 to $1.23 with expiry dates from August 2, 2006 to December 2, 2008 to replace Great China Mining options. Certain of the merger shares and options will be subject to resale restrictions as required by Canadian and US regulatory policies as well as by agreement with certain Great China Mining shareholders.

The agreement includes the acquisition of interests in three other properties, totalling 109 square kilometers, lying within an area of interest around the Xietongmen property. Acquisition of these properties from Guangmin Zhu, Xiaofei Qi and others, parties related to Great China Mining, involves payment of 1,500,000 units of Continental, with each unit consisting of one Continental common share and one warrant exercisable at $1.50 per share for two years from merger completion. As further consideration for the interests in these properties, Continental shall pay US$3,250,000 cash, payable as to US$1,250,000 on completion of the merger and the balance in four annual installments of US$500,000 to property holders not including Great China Mining.

Pursuant to the terms of the Merger Agreement, Continental will increase its board of directors to 11 and appoint to it three Great China Mining nominees. Two of these nominees are Messrs. Wang Zhi and Yang (Jack) Jie, both of whom currently serve as directors of Great China Mining. As a result, Continental will issue 700,000 $1.61 options expiring February 28, 2011. Continental has also agreed to retain Mr. Wang under an incentive arrangement and has agreed to pay a bonus of 2,500,000 units of Continental (share plus one-year $1.59 warrant) in the event that all necessary mining permits are received in a timely manner, but in any event, no later than March 31, 2010.

Continental and Great China Mining are currently in the process of finalizing a definitive merger agreement. Completion of the share exchange to effect the merger, as well as the above the related transactions, are anticipated to occur in the third quarter; however, these currently remain subject to a number of conditions, including execution of definitive documentation as well as Great China Mining shareholders' approval and regulatory approvals.

Gerald Panneton, President & CEO

Continental Minerals Corporation

Anthony Garson, President and CEO

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address the proposed merger, acquisition of additional property, exploration drilling, exploitation activities and events or developments that the companies expect are forward-looking statements. Although the companies believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.

For more information on Continental Minerals Corporation, Investors should review the Company's annual Form 20-F filing with the United States Securities Commission at www.sec.gov and its home jurisdiction filings that are available at www.sedar.com.

For more information on Great China Mining Inc., Investors should review the Company's annual Form with the United States Securities Commission at www.sec.gov.


No regulatory authority has approved or disapproved the information contained in this news release.

Contact Information

  • Continental Minerals Ltd.
    Shawn Wallace
    Investor Relations
    (604) 684-6365 or Toll Free: 1-800-667-2114
    (604) 684-8092 (FAX)
    www.continentalminerals.com
    or
    Great China Mining Inc.
    Anthony Garson
    President and CEO
    (604) 641-1366
    (604) 641-1377 (FAX)
    www.greatchinamining.com