CONTINENTAL MINERALS CORPORATION

SIX MONTHS ENDED JUNE 30, 2005

MANAGEMENT'S DISCUSSION AND ANALYSIS
 

1.1	DATE	1
1.2	OVERVIEW	1
1.3	SELECTED ANNUAL INFORMATION	5
1.4	SUMMARY OF QUARTERLY RESULTS	6
1.5	RESULTS OF OPERATIONS	7
1.6	LIQUIDITY	8
1.7	CAPITAL RESOURCES	8
1.8	OFF-BALANCE SHEET ARRANGEMENTS	8
1.9	TRANSACTIONS WITH RELATED PARTIES	9
1.10	FOURTH QUARTER	9
1.11	PROPOSED TRANSACTIONS	9
1.12	CRITICAL ACCOUNTING ESTIMATES	9
1.13	CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION	9
1.14	FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS	9
1.15	OTHER MD&A REQUIREMENTS	10
1.15.1	OTHER MD&A REQUIREMENTS	10
1.15.2	ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE.	10
1.15.3	DISCLOSURE OF OUTSTANDING SHARE DATA	11

Page 1 of 11

CONTINENTAL MINERALS CORPORATION

SIX MONTHS ENDED JUNE 30, 2005

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 six months ended June 30, 2005.

This MD&A is prepared as of August 5, 2005. All dollar figures stated herein are expressed in Canadian dollars, unless otherwise specified.

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 actual results or developments may differ materially from those projected in the forward-looking statements.

1.2 Overview

Continental is engaged in the business of acquiring and exploring natural resource properties. Continental is focused on exploring and developing mineral projects in the People’s Republic of China (“China”). In 2004, Continental signed an option agreement to acquire up to a 60% interest in the Xietongmen Copper-Gold Property in Tibet, China.

A drilling program on Xietongmen property was initiated near the end of the first quarter of 2005. On July 13 and 26, 2005, subsequent to the quarter end, Continental announced assay results from the initial 14 drill holes that show strong continuity to the mineralization and correlation between copper and gold values.

The Company also seeks to acquire other mineral properties in China.

Property Agreements

In February 2004, Continental announced that it had reached an interim agreement (the “Property Option Agreement”) with China NetTV Holdings Inc. (“ChinaNet”), pursuant to which the Company had acquired the right, subject to TSX Venture Exchange approval, to earn up to a 60% interest in ChinaNet’s Xietongmen copper-gold property, located 240 kilometres southwest of Lhasa. Subsequently, the Company received TSX Venture Exchange acceptance of the basic transaction terms for the Xietongmen Property in May 2004.

In November 2004, the Company signed a formal agreement (the “Preliminary Option Agreement”). Under the Preliminary Option Agreement, the Company obtained options to acquire up to 60% of the shares of Highland Mining Inc. (“Highland”), the British Virgin Islands parent company of Tibet Tian Yuan Minerals Exploration Ltd. (“Tian Yuan”), a private Chinese corporation which owns 100% of the Xietongmen Property.

Page 1 of 11

CONTINENTAL MINERALS CORPORATION

SIX MONTHS ENDED JUNE 30, 2005

MANAGEMENT'S DISCUSSION AND ANALYSIS
 

In December 2004, a formal agreement (the “Formal Agreement”) was finalized and received Canadian and Chinese regulatory approvals. Under the Formal Agreement, the Company acquired options to purchase up to 60% of the shares of Highland.

The Company can acquire an initial 50% interest in Highland ("Tranche One") by:

(a)	making initial option payments, totaling US$2 million, and comprising:
	(i)	US$1.2 million upon receipt of regulatory approvals ($1,435,292 which was paid in December 2004) and the
	(ii)	US$0.8 million balance within one year; and
(b)	funding Highland to conduct a US$5 million exploration program on the Xietongmen Project. Of this, exploration expenditures of US$3 million are to be funded by November 10, 2005 with a further US$2 million of exploration expenditures to be funded by November 10, 2006.

Upon acquisition of 50% of Highland, the Company can increase its interest in Highland to 60% ("Tranche Two") by funding a further US$3 million in exploration expenditures on the Xietongmen Property within the ensuing year.

The Company paid a finder’s fee of US$120,000 ($146,293) in January 2005. The remaining US$80,000 finder's fee will be due upon payment of the remaining US$0.8 million of the initial option payments.

Upon payment of the US$1.2 million in December 2004, the Company received 500,000 common shares of Highland, representing 50% of the share capital of Highland. The Company agreed to pledge those shares (the “Pledged Shares”) to the founding shareholders of Highland. The Share Pledge Agreement was executed in April 2005. Pursuant to the Share Pledge Agreement, the Pledged Shares may be transferred to the founding shareholders of Highland for US$1 if the Company ceases to fund the Tranche One amounts described above. The Pledged Shares are to be released to the Company upon completion of the option payments and exploration expenditures required under Tranche One.

Under the Formal Agreement, the Company is the operator to manage Highland and Tian Yuan during the option period. Upon completion of Tranche One, or if the Company has chosen to exercise the second option, the completion of Tranche Two, further equity and/or loan funding of Highland would be proportional to interests held in the project, with a proportionate reduction in the shareholdings of any shareholder which fails to match the funding of the others.

In December 2004 a Highland Shareholders Agreement was executed as required under the Formal Agreement. Under the Highland Shareholders Agreement, if the other parties’ shareholdings in Highland fall below 15%, those parties may elect to convert their holdings to an entitlement of 12.5% of the after pay-back net profit of Highland.

Page 2 of 11

CONTINENTAL MINERALS CORPORATION

SIX MONTHS ENDED JUNE 30, 2005

MANAGEMENT'S DISCUSSION AND ANALYSIS
 

Property Activities

The 1,290-hectare Xietongmen Property is located in an area of moderate relief approximately 240 kilometres southwest of Lhasa.

The property hosts porphyry-like copper and gold mineralization within a four kilometre long alteration zone that was initially probed by ChinaNet in 2003. Two drill holes, spaced approximately 250 metres apart, returned long intersections of excellent copper and gold grades.

Continental commenced drilling in April 2005. The grid drilling program is designed to systematically delineate the copper-gold mineralization on the property, infilling between and stepping out from the two 2003 holes. Holes are being drilled at a 50-metre spacing to confirm the continuity, and structural controls and orientation of the mineralization.

Assay results compiled from the first 14 holes show strong continuity of mineralization and correlation between copper and gold values. In addition, long intervals of moderate (for example, hole 5002 intersected 251.3 metres grading 0.55% copper and 0.82 g/t gold) to high (for example, hole 5012 intersected 308.5 metres grading 0.84% copper and 1.25 g/t gold) grades were intersected.

Drill Hole		From (metres)	To (metres)	Intercept (metres)	Intercept   (feet)	Cu1 %	Au1 g/t	CuEQ2 %	AuEQ2 g/t
5001		15.8	277.6	261.8	859	0.41	0.60	0.76	1.30
5001	Incl.	44.6	70.0	25.4	84	0.74	0.81	1.21	2.08
5002		8.6	259.9	251.3	824	0.55	0.82	1.03	1.76
5002	Incl.	44.5	77.2	32.7	107	0.96	0.77	1.41	2.42
5003		2.5	226.1	223.6	734	0.37	1.05	0.98	1.68
5003	Incl.	99.1	123.2	24.1	79	0.92	2.45	2.35	4.03
5004		46.5	294.0	247.5	812	0.57	0.67	0.96	1.65
5004	Incl.	46.5	188.0	141.5	464	0.70	0.77	1.15	1.97
5005		20.4	200.0	179.6	589	0.36	0.53	0.67	1.15
5005	Incl.	20.4	122.5	102.1	335	0.43	0.63	0.80	1.37
5006		18.7	242.7	224.0	735	0.49	0.76	0.93	1.60
5006	Incl.	18.7	121.6	102.9	338	0.71	0.99	1.29	2.21
5007		41.2	97.0	55.8	183	0.88	0.29	1.05	1.80
5007		151.0	195.0	44.0	144	0.22	0.70	0.63	1.08
5008		17.0	306.0	289.0	948	0.63	1.07	1.25	2.15
5008	Incl.	40.2	70.0	29.8	98	1.05	0.89	1.57	2.69
5008	Incl.	155.0	181.3	26.3	86	0.98	1.67	1.95	3.35
5009		82.0	137.5	55.5	182	0.42	0.47	0.69	1.19
5010		36.7	122.0	85.3	280	0.63	0.50	0.92	1.58
5010	Incl.	41.0	88.2	47.2	155	0.81	0.55	1.13	1.94
5010	and	41.0	63.0	22.0	72	1.08	0.69	1.48	2.54
5011		45.3	301.9	256.6	842	0.66	0.89	1.18	2.02
5011	Incl.	45.3	184.0	138.7	455	0.80	0.94	1.35	2.31
5011	Incl.	254.0	300.0	46.0	151	0.70	1.04	1.31	2.24
5012		24.0	332.5	308.5	1012	0.87	1.25	1.60	2.74
5012	Incl.	24.0	106.0	82.0	269	1.36	0.83	1.84	3.16
5012	and	24.0	61.0	37.0	121	2.15	0.62	2.51	4.31

Page 3 of 11

CONTINENTAL MINERALS CORPORATION

SIX MONTHS ENDED JUNE 30, 2005

MANAGEMENT'S DISCUSSION AND ANALYSIS
 

Drill Hole		From (metres)	To (metres)	Intercept (metres)	Intercept (feet)	Cu1 %	Au1 g/t	CuEQ2 %	AuEQ2 g/t
5012	Incl.	119.1	332.5	213.4	700	0.72	1.44	1.56	2.67
5013		42.0	349.4	307.4	1009	0.64	0.76	1.08	1.86
5013	Incl.	66.0	176.0	110.0	361	0.83	0.89	1.35	2.31
5014		76.0	304.0	228.0	748	0.51	0.84	1.00	1.71
5014	Incl.	76.0	112.0	36.0	118	0.74	0.91	1.27	2.18
5014	Incl.	171.0	211.0	40.0	131	0.59	0.94	1.14	1.95

¹Copper capped at 5%, gold capped at 10 g/t for all calculations.
²Copper and gold equivalent calculations use metal prices of US$1.00/lb for copper and US$400/oz for gold.
Adjustment factors to account for differences in relative metallurgical recoveries for gold and copper will depend on the completion of definitive metallurgical testing.
CuEQ = Cu % + (Au g/t x 12.86/22.046)
AuEQ = (Cu % x 22.046/12.86) + Au g/t

These holes have tested the mineralization in an area of approximately 300 metres by 300 metres. Discovery of a new porphyry copper-gold deposit is indicated. Six drill rigs are on site continuing to delineate the deposit, which is open to expansion in all lateral directions.

Continental has also initiated a community relations program on behalf of the venture, designed to establish an active dialogue with local residents in the Tibetan villages and the various authorities in the region. The goal is to ensure that the activities provide direct, tangible benefits for local residents and communities in a manner that respects local socio-economic priorities and incorporates a high standard of environmental management. During the early exploration stage, the program has provided employment opportunities for local residents and assisted a community school to acquire operating resources.

Market Trends

Copper prices have been increasing since late 2003. Copper averaged US$1.30/lb in 2004 and has averaged approximately US$1.52/lb to mid August 2005.

Gold prices dropped in the second quarter of 2005, but have been increasing in the third quarter. The average price to mid August is approximately US$428/oz, an increase from the average price of US$410/oz in 2004.

Page 4 of 11

CONTINENTAL MINERALS CORPORATION

SIX MONTHS ENDED JUNE 30, 2005

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 December 31
		2004		2003		2002
Current assets	$	7,504,356	$	2,980,415	$	231,972
Other assets		1		1		1
Total assets		7,504,357		2,980,416		231,973
Current liabilities		354,239		169,290		19,123
Shareholders’ equity		7,150,118		2,811,126		212,850
Total shareholders’ equity & liabilities		7,504,357		2,980,416		231,973
Working capital	$	7,150,117	$	2,811,125	$	212,849

		Year ended December 31
Expenses		2004			2003			2002
Exploration (excluding stock-based compensation)	$	2,139,062		$	–		$	–
Interest income		(119,588	)		(5,754	)		6,250
Foreign exchange		148,910
Conference and travel		50,917			29,267			1,199
Legal, accounting and audit		433,670			25,478			49,046
Office and administration (excl stock-based compensation )		437,288			135,661			85,282
Shareholder communications		46,339			14,701			33,559
Trust and filing		26,724			46,018			47,527
		3,163,322			245,371			222,863
Stock-based compensation		2,435,995			352,854			–
Loss for the year	$	5,599,317		$	598,225		$	222,863
Basic and diluted loss per share	$	(0.17	)	$	(0.03	)	$	(0.01	)
Weighted average number of common shares outstanding		32,592,964			20,906,714			18,882,378

Page 5 of 11

CONTINENTAL MINERALS CORPORATION

SIX MONTHS ENDED JUNE 30, 2005

MANAGEMENT'S DISCUSSION AND ANALYSIS
 

1.4 Summary of Quarterly Results

The following summary is presented in thousands of Canadian dollars except per shares amount.

		Jun 30,			Mar 31,			Dec 31,			Sep 30,			Jun 30,			Mar 31,			Dec 31,			Sep 30,
		2005			2005			2004			2004			2004			2004			2003			2003
Current assets	$	6,234		$	6,691		$	7,504		$	9,032		$	9,122		$	2,924		$	2,980		$	350
Other assets		13			–			–			–			–			–			–			–
Total assets		6,247			6,691			7,504			9,032			9,122			2,924			2,980			350
Current liabilities		1,240			224			354			58			237			121			169			9
Shareholders’ equity		5,007			6,467			7,150			8,974			8,885			2,803			2,811			341
Total shareholders’ equity and
liabilities		6,247			6,691			7,504			9,032			9,122			2,924			2,980			350
Working capital		4,994			6,467			7,150			8,974			8,885			2,803			2,811			341
Expenses:
Exploration		1,524			507			1,679			177			193			90			–			–
Amortization		1			–			–			–			–			–			–			–
Conference and travel		31			4			51			–			–			–			–			–
Legal, accounting and audit		89			58			162			141			84			47			11			5
Office and administration		197			131			138			142			104			53			47			39
Project investigation		21			–			–			–			–			–			–			–
Shareholder communications		49			28			21			3			18			4			–			3
Trust and filing		21			9			2			2			16			7			16			3
Interest income		(40	)		(39	)		(50	)		(38	)		(14	)		(18	)		(3	)		(1	)
Foreign exchange loss(gain)		(14	)		(3	)		61			54			34			–			–			–
Subtotal		1,879			695			2,064			481			435			183			100			48
Stock-based compensation		149			230			596			433			675			732			353			–
Loss for the period	$	2,028		$	925		$	2,660		$	914		$	1,110		$	915		$	453		$	49
Basic and diluted loss per share	$	(0.05	)	$	(0.03	)	$	(0.07	)	$	(0.02	)	$	(0.04	)	$	(0.03	)	$	(0.02	)	$	(0.00	)
Weighted average number of
common shares outstanding
(thousands)		37,796			37,476			37,467			36,172			29,533			27,107			20,907			20,876

Page 6 of 11

CONTINENTAL MINERALS CORPORATION

SIX MONTHS ENDED JUNE 30, 2005

MANAGEMENT'S DISCUSSION AND ANALYSIS
 

1.5 Results of Operations

Loss for the three months ended June 30, 2005 was $2,028,000, compared to a loss of $1,110,000 for the corresponding quarter in fiscal 2004 and $925,000 in the previous quarter. The increased loss was due mainly to the commencement of a drilling program at the Xietongmen Property at the end of the first quarter of fiscal 2005. This loss was partially offset by lower stock-based compensation.

Excluding stock-based compensation, exploration expenses increased to $1,524,000 in the current quarter compared to $193,000 for the corresponding quarter in fiscal 2004. This increase was due to the Company’s increased exploration activities at the Xietongmen Property. Exploration expenditures for the current quarter were $895,000 (2004 – nil) for drilling, $268,000 (2004 – $115,000) for geological work, $117,000 (2004 – $33,000) for site activities, $87,000 (2004 – $8,000) for assay analysis, $62,000 (2004 – $30,000) for transportation, and $36,000 (2004 – nil) for environmental and socioeconomic activities.

Administrative costs for the current quarter also increased in line with the Company’s increased exploration activities. Excluding stock-based compensation, the main administrative costs for the current quarter were office and administration, legal, accounting and audit fees, and shareholder communication costs. Office and administration costs for the current quarter increased to $197,000, compared to $104,000 for the corresponding quarter in the previous year, due mainly to additional consulting services for the Xietongmen Project, and wages paid for increased administrative activities. Legal, accounting and audit expenses for the current quarter increased slightly to $88,000 from $83,000 in the similar quarter of fiscal 2004 due to ongoing regulatory compliance required by government bodies in Tibet and China. Shareholder communication costs were $49,000 for the current quarter, compared to $18,000 for the corresponding quarter in the previous year. This increase was due to the increased level of communication related to the Company’s increased activities in the current quarter.

Interest income increased to $40,000 in the current quarter, compared to $14,000 for the same corresponding period in the previous year, due to higher cash balances on hand compared to the previous year.

Stock-based compensation of $149,000 was charged to operations during the second quarter of 2005, compared to $675,000 for the corresponding period in the previous year. The decrease in stock-based compensation was due to a lower number of options granted and unvested compared to the previous year.

The year to date loss of $2,953,000 for the six months ended June 30, 2005 was higher than the loss of $2,025,000 for the first six months of fiscal 2004, due mainly to higher exploration expenditures (2005 –$2,032,000; 2004 – $284,000) at the Company’s Xietongmen Property, and higher salaries, office and administrative expenditures (2005 – $328,000; 2004 – $186,000) from the increased overall activity. This increase was offset by lower stock-based compensation costs of $379,000 for the first six months of fiscal 2005 compared to $1,407,000 for the corresponding period in fiscal 2004, as a result of a lesser number of stock options granted and unvested during the period.

Page 7 of 11

CONTINENTAL MINERALS CORPORATION

SIX MONTHS ENDED JUNE 30, 2005

MANAGEMENT'S DISCUSSION AND ANALYSIS
 

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.

The Company had working capital of approximately $5.0 million as at June 30, 2005, compared to $7.2 million as at December 31, 2004 (December 31, 2003 – $2.8 million). The Company's working capital may be insufficient to fund its known commitments as the Company has chosen to proceed on its exploration program at the Xietongmen Project. Consequently, the Company 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 June 30, 2005.

In December 2004, the Company initiated an option agreement with Highland Mining Inc., an affiliate of ChinaNetTV Holdings Inc., described in "Item 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 is 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 the notes to the accompanying financial statements.

Page 8 of 11

CONTINENTAL MINERALS CORPORATION

SIX MONTHS ENDED JUNE 30, 2005

MANAGEMENT'S DISCUSSION AND ANALYSIS
 

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 June 30, 2005, the conversion rate was $4.39 per Taseko Share. This is more fully described in the notes to the accompanying financial statements.

1.9 Transactions with Related Parties

Hunter Dickinson Inc. ("HDI") is a private company owned equally by nine public companies, one of which is the Company. HDI has certain directors in common with the Company, and provides geological, corporate development, administrative and management services to, and incurs third party costs on behalf of, the Company on a full cost recovery basis pursuant to an agreement dated December 31, 1996. The balances receivable from, or payable to, HDI have resulted from advances against future work, services, or cost reimbursements, or from HDI providing periodic short-term working capital advances to the Company.

Costs for services rendered by and expenses reimbursed to HDI by the Company totaled $481,961 for the second quarter of 2005.

1.10 Fourth Quarter

Not 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

None.

1.14 Financial Instruments and Other Instruments

None.

Page 9 of 11

CONTINENTAL MINERALS CORPORATION

SIX MONTHS ENDED JUNE 30, 2005

MANAGEMENT'S DISCUSSION AND ANALYSIS
 

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 Exploration Expenses.

(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.

Page 10 of 11

CONTINENTAL MINERALS CORPORATION

SIX MONTHS ENDED JUNE 30, 2005

MANAGEMENT'S DISCUSSION AND ANALYSIS
 

1.15.3 Disclosure of Outstanding Share Data

The following details the share capital structure as at August 5, 2005, 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				40,244,851
Share purchase options	November 29, 2005	$ 0.50	2,953,334
	November 29, 2006	$ 1.10	447,267
	November 30, 2006	$ 1.33	300,000
	November 30, 2007	$ 1.20	260,000	3,960,601
Warrants	December 31, 2005	$ 0.50	3,830,000
	July 12, 2006	$ 1.05	5,890,000	9,720,000
Preferred shares redeemable into Taseko Mines Limited common shares				12,483,916

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

Page 11 of 11