VANCOUVER,
Dec. 20 /PRNewswire-FirstCall/ -
Continental Minerals Corporation (TSX-V:KMK, OTCBB:KMKCF)
("Continental" or the "Company") announced today that it has signed
the formal arrangement agreement ("Arrangement Agreement") with
Jinchuan Group Ltd ("Jinchuan") to implement Jinchuan's
proposed acquisition of Continental announced September 17, 2010. Jinchuan is a large
China-based mining group and will
be acquiring Continental for aggregate cash consideration of
approximately C$431 million through a
statutory plan of arrangement ("Arrangement") process which will be
subject to the terms and conditions of the Arrangement
Agreement.
The Arrangement Agreement provides for the
acquisition of 100% of Continental's approximately 166 million
common shares on a fully diluted basis for C$2.60 per share. Continental is entering into
banking arrangements to facilitate the exercise of all outstanding
options so that the underlying shares can participate in the
Arrangement and Continental's outstanding class of Preferred Shares
will be exchanged for common shares of Taseko Mines Limited. The
Board of Directors of Continental is also proposing to include in
the Arrangement a special cash distribution of about C$0.07 per outstanding Continental share
(including option shares) as of a record date immediately prior to
completion of the Acquisition. Completion of the Arrangement is
targeted for mid-February, 2011.
Holders of Continental common shares aggregating
approximately 10% of the outstanding shares have signed voting
lock-up agreements pursuant to which such persons will agree to
support the Arrangement. The Arrangement Agreement contains
customary representations, warranties and covenants of each of
Jinchuan and Continental reflecting the principal terms and
conditions announced September 17,
2010. Holders of Continental Preferred Shares will receive
common shares of Taseko Mines Limited on the ratio of 0.5028 Taseko
Share per Continental Preferred Share and such Taseko shares will
not be subject to any hold periods. A holder of 11% of the
Preferred Shares has also agreed to support the Arrangement.
Continental will be convening a special meeting
of its securityholders to consider the Arrangement in early
February, 2011 and an information circular containing detailed
disclosure regarding the Arrangement will be mailed to
Continental's securityholders in early January, 2011. The
Arrangement will require the approval of securityholders of
Continental at the meeting in accordance with the terms of the
orders to be granted by the Supreme Court of British Columbia, Business Corporations
Act (British Columbia) and
Multilateral Instrument 61-101 "Protection of Minority Security
Holders in Special Transactions". The Arrangement Agreement
and related information circular will be filed and available for
public download at www.sedar.com and in the United States at www.sec.gov concurrently
with mailings to securityholders.
Advisors
BMO Capital Markets is sole financial advisor to
Continental in connection with the proposed Arrangement. McCarthy
Tétrault LLP acts as counsel to the special committee of the Board
and Lang Michener LLP acts as general counsel to Continental.
Sino Resources Capital Pty Ltd. and Blake,
Cassels & Graydon LLP are the financial and legal advisors to
Jinchuan respectively in respect of the Arrangement.
About Continental
Continental is a TSX Venture Exchange listed
resource company associated with the Vancouver-based Hunter Dickinson Group of
mining companies. Since 2005, Continental has focused on
exploring and unlocking the value of its large Xietongmen
copper-gold property in Tibet Autonomous Region, PRC.
About Jinchuan
Jinchuan Group is a large integrated non-ferrous
metallurgical and chemical engineering enterprise engaged in
mining, concentrating, metallurgy and chemical engineering.
It produces nickel, copper, cobalt, rare and precious metals and
also some chemical products such as sulfuric acid, caustic soda,
liquid chlorine, hydrochloric acid and sodium sulfite, together
with some further processed nonferrous metals products. The
output of nickel and platinum group metals respectively accounts
for more than 90% of the total in China. Jinchuan Group Ltd.
is the largest producer of nickel-cobalt in China.
THE TSX VENTURE EXCHANGE NOR ITS REGULATION
SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE
TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS NEWS RELEASE.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains "forward-looking
statements" within the meaning of applicable Canadian securities
laws concerning the likelihood of the Arrangement completing.
Although Continental has attempted to identify important factors
and conditions that could prevent the Arrangement from completing
there may be other conditions or factors that are yet to be
determined based in part on the present need to secure shareholder,
regulatory and other approvals and complete, regulatory filings and
Court documents. There can be no assurance that Continental's
identification of conditions and completion factors will prove to
be complete or accurate, as future events could differ materially
from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward- looking
statements.
SOURCE Continental Minerals Corporation
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