Shareholders meeting adjourned pending
final clearance of joint SEC filings
VANCOUVER,
March 14 /PRNewswire/ - Continental
Minerals Corporation (TSXV: KMK) (OTCBB: KMKCF) ("Continental" or
the "Company") has been advised that Jinchuan Group has now
obtained all Chinese regulatory approvals required to complete the
Arrangement. In particular, approval was received from China's Ministry of Commerce (known as
"MOFCOM") and State Administration of Foreign Exchange ("SAFE").
The final remaining condition required for both Continental and
Jinchuan Group is that of clearance of regulatory comments from the
United States Securities and Exchange Commission ("SEC"). The SEC
has requested that Continental and Jinchuan Group amend their joint
February 11, 2011 Schedule 13E-3
going private transaction statement by expanding the disclosure by
both parties and by adding advisory materials which had been
prepared by the financial advisors for each party at the time the
Arrangement was being negotiated. These materials provide
some additional analysis of and support for the parties' respective
fairness determinations. In addition, the SEC has requested
that certain additional disclosure regarding the Arrangement be
provided to shareholders which will be contained in a supplement
(the "Circular Supplement") being prepared to augment Continental's
management information circular dated as of January 17, 2011.
To allow for time to complete the Circular
Supplement, the Securityholders meeting scheduled for today has
been adjourned to a to-be-announced date. The British
Columbia Supreme Court, which is the Court supervising the
Arrangement, ordered today that the Circular Supplement be
summarized in a news release and available for download from
Continental's website as well as those of the SEC (sec.gov)
and SEDAR.com. Securityholders who request a copy of the
Circular Supplement by phone will receive them by first class mail.
The Court further ordered today that the record date for the
Securityholders Meeting remain the same (January 14, 2011), meaning that only
securityholders of record on that date will continue to have the
right to vote at the Meeting, which will be reconvened to a date to
be announced with at least 15 days notice upon completion of the
SEC's review of the amended Schedule 13E-3. The parties will
amend their Arrangement Agreement to extend the targeted completion
of the Arrangement to occur within approximately 30 days but in any
event prior to April 30, 2011.
Shareholders who have already submitted their
proxies need do nothing further and shareholders continue to have
the right to revoke or change their proxies prior to the
commencement of the adjourned meeting.
Jinchuan is acquiring Continental through a
statutory plan of arrangement process which is subject to the terms
and conditions of an Arrangement Agreement, as amended and restated
as of the date hereof and which is filed on SEDAR. The transaction
values the common equity of Continental at approximately
C$431 million.
Additional Information and Where to Find
It
Jinchuan Group Ltd. has filed a Schedule 13E-3
with the SEC in connection with the proposed Arrangement. The
Schedule 13E-3 contains additional information regarding the
Arrangement, including, without limitation, information regarding
the special meeting of shareholders of Continental Minerals
Corporation that will be called to consider the proposed
Arrangement. The Schedule 13E-3 contains important information
about the parties to the Arrangement, the proposed Arrangement and
related matters. Investors and shareholders should read the
Schedule 13E-3 (and any amended Schedule 13E-3) and the other
documents filed with the SEC in connection with the proposed
Arrangement carefully before they make any decision with respect to
the proposed Arrangement. A copy of the Plan of Arrangement with
respect to the proposed Arrangement is an exhibit to the Schedule
13E-3.
The Schedule 13E-3 and all other documents filed
with the SEC in connection with the proposed Arrangement is
available free of charge at the SEC's web site at www.sec.gov.
Additionally, the Schedule 13E-3 and all other documents filed with
the SEC in connection with the Proposed Offer will be made
available to investors or shareholders free of charge by calling or
writing to: Continental at 1020 - 800 West Pender Street,
Vancouver, BC Canada V6C 2V6; Fax: 604 684∙8092, Email:
info@hdimining.com.
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 McMillan 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 understand completion of the Arrangement is not
certain and they should. not place undue reliance on forward-
looking statements.
SOURCE Continental Minerals Corporation