JINCHUAN ACQUSITION FUNDS ARE NOW IN CANADA; ARRANGEMENT DIVIDEND EST
AT$0.10/share
VANCOUVER,
April 21 /PRNewswire-FirstCall/ -
Continental Minerals Corporation (TSX-V:KMK, OTCBB:KMKCF)
("Continental" or the "Company") announces that it has tentatively
set April 29th, 2011 as
the completion date for its acquisition by Jinchuan Group Ltd by
way of plan of Arrangement ("Arrangement"). As of today completion
of the Arrangement remains subject to final shareholders approval
at tomorrow's meeting, Court approval and customary closing
conditions and further news releases will be issued as these
conditions are satisfied.
Under the terms of the Arrangement, the Company
intends to declare a dividend as part of the Arrangement (the
"Arrangement Dividend") and estimates that the Arrangement Dividend
will be $0.10 per common share. Once
formally declared, the Arrangement Dividend would be paid to
shareholders of record on April 28,
2011 plus to holders of options which are exercised
conditional on the Arrangement completing on April 29, 2011. Accordingly the common shares
will trade ex-dividend commencing at the opening of the market on
April 26th meaning that
common shares purchased on or after April
26th will participate in the Arrangement assuming
it completes, but will not participate in the Arrangement
Dividend.
The Company plans to attend at the British
Columbia Supreme Court, 800 Smythe Street Vancouver BC, on
Wednesday April 27th at
10AM to seek a final Court order to
permit the Arrangement to complete. Any securityholder wishing to
be heard in the matter must file an appearance before then.
Jinchuan is a large China-based mining group and has agreed,
subject to shareholders approvals and other customary conditions,
to acquire Continental through a statutory plan of arrangement
process. The transaction values the common equity of Continental at
approximately C$431 million. The
acquisition is subject to the terms and conditions of an
Arrangement Agreement, as amended, which is filed on SEDAR and
described in the original Management Information Circular of
January 17, 2011 as augmented by the
final Supplement dated April 7,
2011.
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.
Riverstone Advisory 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.
Additional Information and Where to Find It
Continental and Jinchuan Group Ltd. have filed a Schedule 13E-3
with the SEC on March 23, 2011 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,
as amended 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 are 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:
Cautionary Notes Regarding Forward-Looking
Statements and No Regulatory Review
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. Neither the TSX Venture Exchange nor its
regulation services provider (as that term is defined in the
policies of the TSX Venture Exchange) accept responsibility for the
adequacy or accuracy of this news release.
SOURCE Continental Minerals Corporation