ARRANGEMENT AGREEMENT AMONG JINCHUAN GROUP LTD., JINQING MINING INVESTMENT LIMITED AND CONTINENTAL MINERALS CORPORATION AS OF DECEMBER 17, 2010 AS AMENDED AND RESTATED AS OF March 14, 2011Arrangement Agreement • March 24th, 2011 • Continental Minerals Corp • Gold and silver ores • British Columbia
THIS ARRANGEMENT AGREEMENT dated as of December 17, 2010, and amended and restated as of the date hereof, is entered into by and among Jinchuan Group Ltd., a PRC corporation (“Jinchuan”), JinQing Mining Investment Limited, a corporation existing under the laws of the Province of British Columbia and wholly-owned, directly or indirectly, by Jinchuan (“Subco”), and Continental Minerals Corporation, a corporation existing under the laws of the Province of British Columbia (“Continental”). Jinchuan and Subco are collectively referred to herein as the “Jinchuan Parties”.
ESCROW AGREEMENTEscrow Agreement • June 30th, 2005 • Continental Minerals Corp • Gold and silver ores
N8C Resources Inc., a company incorporated under the laws of the British Virgin Islands, with an address at PO Box 1968 GT, 94 Point Four Street, Grand Cayman, Cayman Islands, Fax c/o 604-684-8092 Attn: The President
Preliminary Option AgreementPreliminary Option Agreement • June 30th, 2005 • Continental Minerals Corp • Gold and silver ores • British Columbia
Leung Chi Ming, a citizen of China (Hong Kong) with an address at Flat C3, 5/F., Lucky Court, Mai Wo Ferry Pier Road, Lantau, Hong Kong. Fax (852) 5242 0544
SHAREHOLDERS AGREEMENT BY AND AMONG HIGHLAND MINING INC. TIBET TIAN YUAN MINERALS EXPLORATION LIMITED AND SHAREHOLDERS OF HIGHLAND MINING INC. CONTINENTAL MINERALS CORPORATION CHINA NETTV HOLDINGS INC. AND WANG ZHI DATED 23 December 2004Shareholders Agreement • June 30th, 2005 • Continental Minerals Corp • Gold and silver ores • British Columbia
WHEREAS, Leung Yuet Mei, Leung Chi Ming, Chen Yulin, the Company, Tian Yuan, Wang Zhi, CTVH, Hunter Dickinson Inc. and Continental have entered into a Option Agreement dated as of 23 December 2004 (the "Option Agreement"), pursuant to which the Company will issue, and Continental will purchase from Leung Yuet Mei, Leung Chi Ming and Chen Yulin shares of the Company representing 50% of the issued and outstanding Ordinary Shares of the Company, as set forth in the Option Agreement;
GEOLOGICAL, MANAGEMENT AND ADMINISTRATION SERVICES AGREEMENTGeological, Management and Administration Services Agreement • June 30th, 2006 • Continental Minerals Corp • Gold and silver ores • British Columbia
HUNTER DICKINSON INC., a company incorporated under the federal laws of Canada having a registered office at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7
ProtocolProtocol • May 23rd, 2005 • Continental Minerals Corp • Gold and silver ores
GEOLOGICAL, MANAGEMENT AND ADMINISTRATION SERVICES AGREEMENTManagement and Administration Services Agreement • May 23rd, 2005 • Continental Minerals Corp • Gold and silver ores • British Columbia
HUNTER DICKINSON INC., a company incorporated under the federal laws of Canada having a registered office at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7
Davis Wright Tremaine LLP Letterhead]Continental Minerals Corp • August 25th, 2006 • Gold and silver ores
You have requested our opinion in connection with the proposed merger (the “Merger”) of Continental Merger Inc., a Nevada corporation (the “Sub”) and wholly-owned subsidiary of Continental Minerals Corporation, a company existing under the laws of the Province of British Columbia, Canada (the “Parent”), with and into Great China Mining, Inc., a Nevada corporation (the “Company”), with the Company as the surviving corporation, pursuant to the terms of the Merger Agreement and the Plan of Merger both by and among Parent, Sub and the Company, dated May 29, 2006, (together, the “Merger Agreement).”1 Specifically, this opinion letter considers whether the Merger qualifies for U.S. Federal income tax purposes as a reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).2
MERGER AGREEMENT AMONG CONTINENTAL MINERALS CORPORATION and GREAT CHINA MINING, INC. and CONTINENTAL MERGER INC. Dated May 29, 2006Merger Agreement • June 30th, 2006 • Continental Minerals Corp • Gold and silver ores • British Columbia
THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Davis Wright Tremaine LLP Letterhead]Continental Minerals Corp • November 22nd, 2006 • Gold and silver ores
We have acted as special United Stated federal income tax counsel for Continental Minerals Corporation, a company existing under the laws of the Province of British Columbia, Canada (“Continental”) in connection with the preparation and filing on June 30, 2006, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) of the Registration Statement (No. 333-135566) on Form F-4, and as subsequently amended on August 25, 2006, September 28, 2006 and November 2, 2006 (as such may thereafter be amended or supplemented) (the “Registration Statement”). The Registration Statement relates to a plan of reorganization involving the formation of Continental Merger Inc., a Nevada corporation (the “Sub”) and wholly-owned subsidiary of Continental, and the merger of the Sub with and into Great China Mining, Inc., a Nevada corporation (the “Great China”), with Great China as the surviving corporation, and the resulting exchange b
POST-MERGER AGREEMENTAgreement • June 30th, 2006 • Continental Minerals Corp • Gold and silver ores • British Columbia
THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements herein contained, the parties hereto covenant and agree as follows:
LOAN AGREEMENTLoan Agreement • June 30th, 2005 • Continental Minerals Corp • Gold and silver ores
Highland Mining Inc., a corporation duly established and existing under the laws of British Virgin Islands, with its principal place of business at P.O. Box 3444, Road Town, Tortola, British Virgin Islands ("Borrower"); and
OPTION AGREEMENT ASSIGNMENTOption Agreement • July 15th, 2004 • Continental Minerals Corp • Gold and silver ores • British Columbia
PROPERTY OPTION AGREEMENTProperty Option Agreement • December 8th, 2004 • Continental Minerals Corp • Gold and silver ores • British Columbia
CHINA NETTV HOLDINGS INC., a company with offices at 916 – 925 West Georgia Street, Vancouver, British Columbia, V6C 3L2 (herein called the “Optionor”)
CORPORATE SERVICES AGREEMENTCorporate Services Agreement • June 30th, 2008 • Continental Minerals Corp • Gold and silver ores • British Columbia
HUNTER DICKINSON INC. (to be renamed Hunter Dickinson Services Inc.), a company incorporated under the federal laws of Canada
TERMINATION AGREEMENTTermination Agreement • June 30th, 2006 • Continental Minerals Corp • Gold and silver ores
GREAT CHINA MINING INC. formerly CHINA NETTV HOLDINGS INC., a Nevada company with offices at Suite 536, 999 Canada Place, Vancouver, British Columbia, V6C 3E2 Fax: (604) 641-1377
SHARE PLEDGE AGREEMENT DATED April ____, 2005 BETWEEN N8C Resources Inc. (as Pledgor) AND Chen, Yulin (as Pledgee) in respect of the shares in Highland Mining Inc.Share Pledge Agreement • June 30th, 2005 • Continental Minerals Corp • Gold and silver ores • Virgin Islands
N8C Resources, Inc. (“N8C”) a Cayman Islands company with an address at PO Box 1968 GT, 94 Point Four Street, Grand Cayman, Cayman Islands (the “Pledgor”);
Continental Minerals Corp. Suite 1020 – 800 West Pender Street Vancouver, B.C. V6C 2V6 Dear Sirs: Great China Mining, Inc. (“GCHA”) and Continental Minerals Corp. (“KMK”)Continental Minerals Corp • June 30th, 2006 • Gold and silver ores
SHARE PLEDGE AGREEMENT DATED March ____, 2005 BETWEEN N8C Resources Inc. (as Pledgor) AND Chen, Yulin (as Pledgee) in respect of the shares in Highland Mining Inc.Share Pledge Agreement • May 23rd, 2005 • Continental Minerals Corp • Gold and silver ores • Virgin Islands
N8C Resources, Inc. (“N8C”) a Cayman Islands company with an address at PO Box 1968 GT, 94 Point Four Street, Grand Cayman, Cayman Islands (the “Pledgor”);
AMENDMENT TO MERGER AGREEMENTTo Merger Agreement • September 29th, 2006 • Continental Minerals Corp • Gold and silver ores
LOAN AGREEMENTLoan Agreement • June 30th, 2005 • Continental Minerals Corp • Gold and silver ores
This Loan Agreement (“Agreement”) is entered into on _____________ , 2005 in Lhasa Municipality, Tibet Autonomous Region, People’s Republic of China (“China”) by the following parties:
HIGHLAND MINING INC. OPTION AGREEMENT DATED 23 December 2004Option Agreement • May 23rd, 2005 • Continental Minerals Corp • Gold and silver ores • British Columbia
For the purpose of this Agreement, LYM, LCM and CY may be referred to collectively as "ABC" and ABC, CTVH and Continental may be referred to collectively as "Investors".
Davis Wright Tremaine LLP Letterhead]Continental Minerals Corp • September 29th, 2006 • Gold and silver ores
You have requested our opinion in connection with the proposed merger (the “Merger”) of Continental Merger Inc., a Nevada corporation (the “Sub”) and wholly-owned subsidiary of Continental Minerals Corporation, a company existing under the laws of the Province of British Columbia, Canada (the “Parent”), with and into Great China Mining, Inc., a Nevada corporation (the “Company”), with the Company as the surviving corporation, pursuant to the terms of the Merger Agreement, dated May 29, 2006, among Parent, Sub and the Company, as amended by the Amendment to Merger Agreement, dated September 12, 2006, and the Plan of Merger, dated May 29, 2006 and Amended Plan of Merger, dated September 12, 2006, both by and among Parent, Sub and the Company, (collectively, the “Merger Agreement).”1
