Continental Minerals Corporation: Exhibit 99.1 - Filed by newsfilecorp.com
1020 - 800 West Pender Street
Vancouver, BC Canada V6C
2V6
Tel 604 684•6365
Fax 604 684•8092
Toll Free 1 800 667•2114
www.continentalminerals.com
CONTINENTAL SECURITYHOLDERS APPROVE ARRANGEMENT
April 25, 2011 Vancouver, BC – Continental Minerals
Corporation (TSX-V:KMK, OTCBB:KMKCF) (“Continental” or the “Company”) announces
that at the reconvened special securityholders meeting held on April 22, 2011,
securityholders of Continental passed the special resolutions required to
approve the Arrangement by wide margins. Similarly, a vote of disinterested
shareholders, which excluded Jinchuan, passed by a wide margin. The remaining
principal condition to completion of the Arrangement, which is scheduled for
April 29, 2011, is the final court order which is expected to be sought on
Wednesday April 27, 2011 from the British Columbia Supreme Court at the
Vancouver Court House, 800 Smythe Street, Vancouver, BC, at 10 am or as soon
thereafter as Continental’s legal counsel can be heard. Any securityholder
wishing to be heard in the matter must file an appearance before then. The
Company expects to halt trading in the common and preferred shares of the
Company at the opening on April 29, 2011 to allow completion of the Arrangement
and assuming completion, the common and preferred shares will be delisted from
the TSX Venture Exchange the following week.
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 (formerly known as 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 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.
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.
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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:
Continental Investor Relations
Attention: Susie Bell
Toll Free: 1-800-667-2114
Ph:
(604) 684-6365
Fax: (604) 684-8092
Email: info@hdgold.com
Laurel Hill Advisory Group 1 888 268 4302
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.