CONTINENTAL MINERALS CORPORATION
THREE MONTHS ENDED MARCH 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

1.1 Date

This Management Discussion and Analysis ("MD&A") should be read in conjunction with the unaudited financial statements of Continental Minerals Corporation ("Continental", or the "Company") for the three months ended March 31, 2004.

This MD&A is prepared as of May 27, 2004. All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified.

1.2 Overview

Continental Minerals Corporation ("Continental", or the "Company") is engaged in the business of acquiring and exploring natural resource properties. In February 2004, Continental signed an interim option agreement with China NetTV Holdings Inc. (“ChinaNet”), whereby Continental acquired the right to earn a 60% interest in ChinaNet’s Xietongmen Gold-Copper Property (“the Property”) in Tibet, People’s Republic of China (“PRC”). Pursuant to the option agreement, Continental can earn a 50% interest in the Property by paying a total of US$2,000,000 and incurring expenditures on the Property totalling US$5,000,000 over a 24-month period. Continental can acquire an additional 10% interest by incurring a further US$3,000,000 in expenditures on the Property. Upon Continental earning its interest, the two companies will pursue development of the Property on a joint venture basis. The interim agreement is to be superseded by a formal agreement under the laws of PRC, the negotiation of which is currently in progress.

The 1,290-hectare Xietongmen Property is located in an area of moderate to gentle relief, approximately 240 kilometres southwest of Lhasa, Tibet. A highway and hydroelectric transmission line traverse the southern edge of the property.

The Property is situated within the Gangdese Arc, an east-west trending Cretaceous to Tertiary continental plutonic-volcanic complex. Altered intermediate volcanic and related intrusive rocks, lying adjacent to an altered diorite porphyry stock, host widespread porphyry-like gold and copper mineralization. The mineralization is spatially associated with a 150-500 metres wide, northwest trending, gossanous alteration zone that has been traced by geochemical surveys, geological mapping and test pit excavation over a length of 1,500 metres and for an additional approximately three kilometres by prospecting. Sulphide mineralization, including pyrite, pyrrhotite, chalcopyrite, sphalerite, with minor galena and traces of molybdenite, ranges up to 15% and averages about 5% within the zone.

Two diamond drill holes, separated by a 200 metre underground adit have also tested the zone. Long continuous intervals of gold and copper mineralization with excellent grades were encountered in drill hole ZK0301 - 235 metres @ 0.58 g/t Au and 0.47% Cu, drill hole ZK0701 207 metres @ 1.43 g/t Au and 0.68% Cu and a cross-cut accessed by adit PD 04 - 76 metres @ 1.91 g/t Au and 1.23% Cu, respectively. The mineralization is open in all directions and the full extent of the host alteration zone remains to be determined and explored. The grade and continuity of mineralization discovered at Xietongmen demonstrates that the property has excellent potential to host a large porphyry-like gold-copper deposit that is amenable to open pit mining.

CONTINENTAL MINERALS CORPORATION
THREE MONTHS ENDED MARCH 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

Continental personnel were mobilized to site subsequent to quarter end, in May 2004. Project orientation and preliminary socio-economic work, along with surface geological mapping, was conducted to finalize the approach and targets for a diamond drilling program planned for this year.

Continental received TSX Venture Exchange acceptance of the basic transaction terms for the Xietongmen property on May 6, 2004. Negotiations are ongoing with ChinaNet and its parent PRC corporation, Hong Lu Investment Holdings Co., Ltd., the registered property owner, with a view to reaching a definitive joint venture agreement that can be submitted to the appropriate PRC regulatory authorities for approval. Since negotiations and PRC government approvals will take longer than originally estimated, Continental has postponed the diamond drilling program and will announce a new drilling date upon receiving preliminary approval of the joint venture agreement from the local PRC authorities in Tibet. As is typical in such arrangements, there is always the risk that the parties will not be able to reach a definitive agreement or if reached, that the government officials of the PRC will not approve it or will require changes to the agreement.

Market Trends

Gold prices improved significantly in 2003, averaging about US$364/oz for the year. The upward trend has continued in 2004, with the gold price averaging approximately US$402/oz in the year to date. The copper price has also increased, averaging US$0.81/lb in 2003 and approximately US$1.26/lb in the first five months of 2004.

CONTINENTAL MINERALS CORPORATION
THREE MONTHS ENDED MARCH 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

1.3 Selected Annual Information

The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, and are expressed in Canadian dollars except common shares outstanding.

		As at			As at			As at
		December 31			December 31			December 31
Balance Sheet		2003			2002			2001
Current assets	$	2,980,415		$	231,972		$	283,967
Other assets		1			1			1
Total assets		2,980,416			231,973			283,968
Current liabilities		169,290			19,123			38,088
Shareholders’ equity		2,811,126			212,850			245,880
Total shareholders’ equity & liabilities		2,980,416			231,973			283,968
		Year ended			Year ended			Year ended
		December 31			December 31			December 31
Operations		2003			2002			2001
Corporation capital tax	$	–		$	12,426		$	11,120
Exploration		–			–			–
Interest (income)		(5,754	)		6,250			91,067
Legal, accounting and audit		25,478			49,046			111,738
Office and administration		164,928			74,055			170,509
Shareholder communications		14,701			33,559			50,027
Stock-based compensation		352,854			–			–
Trust and filing		46,018			47,527			31,979
Write off of mineral property interests		–			–			249,353
Loss for the period		598,225			222,863			715,793
Basic and diluted loss per share	$	(0.03	)	$	(0.01	)	$	(0.16	)
Weighted average number of common shares		20,906,714			18,882,378			4,475,788
outstanding

CONTINENTAL MINERALS CORPORATION
THREE MONTHS ENDED MARCH 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

1.4 Results of Operations

Expenses, excluding stock-based compensation, increased to $182,900 in the first fiscal quarter of 2004 from $99,698 in the last quarter of 2003 and $19,400 in the first quarter of fiscal 2003. The increase was primarily due to exploration expenditures on the Xietongmen property, which included geological wages ($50,446), analyses of samples ($15,568), travel costs ($10,664) and ancillary expenses (site activities - $10,148) related to the examination of the property and the development of a technical report on the project. Expenditures are higher in the current quarter than in the first quarter of fiscal 2003 because the Company had no exploration property in fiscal 2003.

The main administrative costs during the quarter were for salaries, office and administration, and legal, accounting and audit fees, associated with negotiations on the agreement for the Xietongmen property. Salaries, office and administration costs increased to $53,134 compared to $9,116 in the first quarter of fiscal 2003. Legal, accounting and audit expenses increased to $46,182, compared to $1,192 in the first quarter of fiscal 2003 as a result of this increased activity in the Company.

Stock-based compensation of $732,006 was charged to operations during the first quarter of 2004, compared to $352,854 in the fourth quarter of 2003 and $nil in the first quarter of 2003. No share purchase options were granted during the period, and the increase in stock-based compensation expense is related solely to the increased stock price of the Company during the quarter. Stock price is a major component of the value of stock-based compensation for unvested grants to non-employees.

CONTINENTAL MINERALS CORPORATION
THREE MONTHS ENDED MARCH 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

1.5 Summary of Quarterly Results

The following summary is presented in Canadian dollars except common shares outstanding.

	Mar 31,		Dec 31,		Sep 30,		Jun 30,		Mar 31,		Dec 31,		Sep 30,		Jun 30,
	2004		2003		2003		2003		2003		2002		2002		2002
Current assets	2,923,826		2,980,415		350,060		414,736		488,746		231,972		273,734		157,096
Other assets	1		1		1		1		1		1		1		1
Total assets	2,923,827		2,980,416		350,061		414,737		488,747		231,973		273,735		157,097
Current liabilities	120,601		169,290		8,913		24,478		21,326		19,123		17,996		38,622
Shareholders’ equity	2,803,226		2,811,126		341,148		390,259		467,421		212,850		255,739		118,475
Total shareholders’
equity and liabilities	2,923,827		2,980,416		350,061		414,737		488,747		231,973		273,735		157,097
Expenses:
Exploration	90,041		–		–		–		–		–		–		–
Corporation capital tax	–		–		–		–		–		–		–		12,426
Interest (income)	(17,756	)	(2,779	)	(1,093	)	(383	)	(1,499	)	7,879		(636	)	(623	)
Legal, accounting and
audit	46,182		10,602		4,865		8,819		1,192		10,969		23,032		6,667
Office and administration	53,134		76,094		39,577		40,141		9,116		6,663		13,847		36,764
Shareholder
communications	4,328		233		2,819		11,615		34		15,621		10,377		7,481
Trust and filing	6,971		15,548		2,943		16,970		10,557		1,757		5,949		20,625
Subtotal	182,900		99,698		49,111		77,162		19,400		42,889		52,569		83,340
Exploration - stock-based
compensation	525,006		–		–		–		–		–		–		–
Stock-based
compensation	207,219		352,854		–		–		–		–		–		–
Loss for the period	915,125		452,552		49,111		77,162		19,400		42,889		52,569		83,340
Basic and diluted loss per
share	(0.03	)	(0.02	)	(0.00	)	(0.00	)	(0.00	)	(0.00	)	(0.00	)	(0.00	)
Weighted average number
of common shares
outstanding (thousands)	27,107		20,907		20,876		20,833		20,702		18,882		18,291		17,273

1.6 Liquidity

Historically the Company's sole source of funding has been the issuance of equity securities for cash, primarily through private placements to sophisticated investors and institutions. The Company has issued common share capital in each of the past few years, pursuant to private placement financings and the exercise of warrants and options. The Company's access to exploration financing when the financing is not transaction specific is always uncertain. There can be no assurance of continued access to significant equity funding.

CONTINENTAL MINERALS CORPORATION
THREE MONTHS ENDED MARCH 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

At March 31, 2004, the Company had working capital of approximately $2.8 million, which is sufficient to fund its known commitments. As the Company chooses to proceed on its exploration program at the Xietongmen project, it will need to raise additional funds for such expenditures.

The Company has no long term debt, capital lease obligations, operating leases or any other long term obligations.

The Company has no "Purchase Obligations" defined as any agreement to purchase goods or services that is enforceable and legally binding on the Company that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

1.7 Capital Resources

The Company had no commitments for capital expenditures as of March 31, 2004.

In February 2004, the Company entered into an interim agreement with ChinaNetTV Holdings Inc., described in "1.2 Overview" of this MD&A, pursuant to which the Company can, at its option, earn up to a 60% interest in the Xietongmen Project by paying and spending a total of US$10 million.

The Company has no lines of credit or other sources of financing which have been arranged but are as yet unused.

1.8 Off-Balance Sheet Arrangements

In October 2001, the Company completed an arrangement agreement with Taseko Mines Limited ("Taseko") and its subsidiary Gibraltar Mines Ltd. ("Gibraltar"), which are British Columbia companies with certain management and directors in common with the Company. Under the terms of the arrangement agreement, among other things, the Company (a) transferred its interest in the Harmony Gold Property to Gibraltar for $2.23 million cash and 12,483,916 series A non-voting redeemable preferred shares in the capital of Gibraltar into common shares of Taseko, and (b) reorganized its share capital so that each common shareholder of the Company received in exchange for each ten common shares, one new common share of the Company plus ten non-voting, redeemable preferred shares of the Company. This is more fully described in note 8 of the accompanying financial statements.

Gibraltar is obligated to redeem the series A preferred shares under certain conditions, notably the sale of all or substantially all (80%) of the Harmony Gold Property (excluding options or joint ventures which do not result in the certain or immediate transfer of 80% of Gibraltar’s interest in the Harmony Gold Property), or upon the commencement of commercial production at the Harmony Gold Property (an “HP Realization Event”). Upon the occurrence of an HP Realization event, Gibraltar must redeem Gibraltar preferred shares by distributing that number of Taseko common shares (“Taseko Shares”) equal to the paid-up amount (as adjusted) divided by a deemed price per Taseko Share, which will vary dependent on the timing of such HP Realization Event. At March 31, 2004, the conversion rate was $4.14 per Taseko Share. This is more fully described in note 3 of the accompanying financial statements.

CONTINENTAL MINERALS CORPORATION
THREE MONTHS ENDED MARCH 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

1.9 Transactions with Related Parties

Hunter Dickinson Inc. (“HDI”) carries out investor relations, geological, corporate development, administrative and other management activities for, and incurs third party costs on behalf of the Company. Continental reimburses HDI on a full cost-recovery basis.

Costs for services rendered by HDI to the Company increased to $118,116 in the first quarter of fiscal 2004, as compared to $13,751 in the previous quarter and $8,015 in the first quarter of 2003.

1.10 Fourth Quarter

No applicable.

1.11 Proposed Transactions

There are no proposed asset or business acquisitions or dispositions, other than those in the ordinary course, before the board of directors for consideration.

1.12 Critical Accounting Estimates

Not applicable. The Company is a venture issuer.

1.13 Changes in Accounting Policies including Initial Adoption

Stock based compensation

Effective January 1, 2002, the Company adopted the recommendations of the CICA’s Handbook section 3870 entitled, “Stock-based Compensation and Other Stock-based Payments”. Under the new standard, stock-based payments to non-employees, and employee awards that are direct awards of shares, or call for settlement in cash or other assets, or are share appreciation rights that call for settlement by the issuance of equity instruments, granted on or after January 1, 2002, are accounted for using the fair value based method and the related compensation expense is included in operations, with an offset to contributed surplus. No compensation costs are required to be recorded for all other stock-based employee compensation awards; however the Company is permitted to, and has elected to, account for these records using the fair value based method and include these costs in operations.

Consideration paid by employees on the exercise of share purchase options, and the corresponding amount which was credited to contributed surplus, is recorded as share capital upon exercise.

Prior to adoption of the new recommendations, no compensation expense was recorded for the Company’s share purchase option plan when options were granted. Any consideration paid by those exercising share purchase options was credited to share capital upon receipt.

CONTINENTAL MINERALS CORPORATION
THREE MONTHS ENDED MARCH 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

The new Recommendations have been applied prospectively. The adoption of the new standard has resulted in no changes to amounts previously reported.

1.14 Financial Instruments and Other Instruments

None.

1.15 Other MD&A Requirements

1.15.1 Other MD&A Requirements

Additional information relating to the Company, including the Company's Annual Information Form, is available on SEDAR at www.sedar.com.

1.15.2 Additional Disclosure for Venture Issuers Without Significant Revenue

(a)	capitalized or expensed exploration and development costs; The required disclosure is presented in the Consolidated Schedule of Mineral Property Interests.
(b)	expensed research and development costs; Not applicable.
(c)	deferred development costs; Not applicable.
(d)	general and administration expenses; and The required disclosure is presented in the Consolidated Statements of Operations.
(e)	any material costs, whether capitalized, deferred or expensed, not referred to in (a) through (d); None.

CONTINENTAL MINERALS CORPORATION
THREE MONTHS ENDED MARCH 31, 2004

MANAGEMENT'S DISCUSSION AND ANALYSIS

1.15.3 Disclosure of Outstanding Share Data

The following details the share capital structure as at the date of this MD&A. These figures may be subject to minor accounting adjustments prior to presentation in future consolidated financial statements.

		Exercise
	Expiry date	price	Number	Number
Common shares				29,866,018
Share purchase options	November 29, 2005	$   0.50	4,083,334
	November 29, 2005	0.53	10,000	4,093,334
Warrants	July 5, 2004	0.85	183,500
	December 31, 2005	0.50	4,786,000	4,969,500
Preferred shares redeemable into
Taseko Mines Limited common
shares				12,483,916

This discussion includes certain statements that may be deemed "forward-looking statements". All statements in this discussion, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements.

The Company's auditors have not reviewed this MD&A or the unaudited quarterly financial statements to which this MD&A relates.