EX-99.1 2 exhibit99-1.htm INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2006 Filed by Automated Filing Services Inc. (604) 609-0244 - Continental Minerals Corporation - Exhibit 99.1


CONSOLIDATED FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED
JUNE 30, 2006

 

(Expressed in Canadian Dollars, unless otherwise stated)


CONTINENTAL MINERALS CORPORATION
Consolidated Balance Sheets
(Expressed in Canadian Dollars)

    June 30     December 31  
    2006     2005  
    (unaudited)     (restated - note 2(b))  
Assets            
             
Current assets            
   Cash and equivalents $  745,957   $  4,009,244  
   Accounts receivable   481,640     200,588  
   Amounts due from related party (note 5)       152,319  
   Prepaid expenses and other items   518,289     56,669  
    1,745,886     4,418,820  
             
Mineral property interests   1,903,525     1,903,525  
Equipment (note 3)   497,197     132,241  
Investments   1     1  
             
  $  4,146,609   $  6,454,587  
             
             
Liabilities and Shareholders' Equity            
             
Current liabilities            
   Accounts payable and accrued liabilities $  853,000   $  500,346  
   Amounts due to related party (note 5)   1,704,479      
    2,557,479     500,346  
             
Non-controlling interest (note 2)       944,880  
             
Shareholders' equity            
   Share capital (note 4)   24,548,183     19,465,518  
   Contributed surplus (notes 4)   1,189,767     545,035  
   Deficit   (24,148,820 )   (15,001,192 )
    1,589,130     5,009,361  
Continuing operations (note 1)            
Subsequent event (note 4(c) and 7)            
Proposed merger transaction (note 6)            
             
  $  4,146,609   $  6,454,587  

See accompanying notes to the consolidated financial statements

Approved by the Board of Directors

/s/ Gerald Panneton /s/ Jeffrey Mason
   
Gerald Panneton Jeffrey Mason
Director Director


CONTINENTAL MINERALS CORPORATION
Consolidated Statements of Operations
(Unaudited - Expressed in Canadian Dollars)

    Three months ended June 30     Six months ended June 30  
    2006     2005     2006     2005  
                         
Expenses (income)                        
 Conference and travel $  197,044   $  31,552   $  346,488   $  35,428  
 Exploration (schedule)   5,246,327     1,525,594     7,442,880     2,033,017  
 Foreign exchange   33,019     (13,546 )   26,822     (16,422 )
 Interest   (7,634 )   (39,966 )   (24,731 )   (78,970 )
 Legal, accounting and audit   227,975     88,691     383,270     146,281  
 Office and administration   476,002     197,051     884,616     328,275  
 Stock-based compensation - administration (note 4)   371,896     86,965     600,422     199,186  
 Stock-based compensation - exploration (note 4)   162,199     61,866     194,814     179,324  
 Project investigation       20,634         20,634  
 Shareholder communications   107,029     48,560     206,229     76,354  
 Trust and filing   17,318     20,809     31,698     30,012  
Loss before non-controlling interest   6,831,175     2,028,210     10,092,508     2,953,119  
                         
Non-controlling interest           944,880      
                         
Loss for the period $  6,831,175   $  2,028,210   $  9,147,628   $  2,953,119  
                         
Basic and diluted loss per common share $  0.13   $  0.05   $  0.19   $  0.08  
                         
Weighted average number of common shares outstanding   51,080,722     37,796,256     49,223,744     37,703,156  

See accompanying notes to the consolidated financial statements

 

Consolidated Statements of Deficit
(Unaudited - Expressed in Canadian Dollars)

    Six months ended June 30  
    2006     2005  
Deficit, beginning of period $  15,001,192   $  6,420,405  
Loss for the period   9,147,628     2,953,119  
             
Deficit, end of period $  24,148,820   $  9,373,524  

See accompanying notes to the consolidated financial statements


CONTINENTAL MINERALS CORPORATION
Consolidated Statements of Cash Flows
(Unaudited - Expressed in Canadian Dollars)

    Three months ended June 30     Six months ended June 30  
Cash provided by (used for)   2006     2005     2006     2005  
                         
Operating activities                        
 Loss for the period $  (6,831,175 ) $  (2,028,210 ) $  (9,147,628 ) $ (2,953,119 )
 Items not involving cash                        
     Non-controlling interest           (944,880 )    
     Stock-based compensation   534,095     148,831     795,236     378,510  
     Amortization   27,484     1,403     48,061     1,403  
 Changes in non-cash operating working capital                        
     Amounts receivable   (91,276 )   (142,866 )   (281,052 )   (163,421 )
     Prepaid expenses   (462,121 )   39,222     (461,620 )   72,079  
     Accounts payable and accrued liabilities   262,960     1,016,116     352,654     890,736  
Cash used for operating activities   (6,560,033 )   (965,504 )   (9,639,229 )   (1,773,812 )
                         
Investing activities                        
 Acquisition of equipment   (195,901 )   (14,030 )   (413,017 )   (14,030 )
Cash used for investing activities   (195,901 )   (14,030 )   (413,017 )   (14,030 )
                         
Financing activities                        
 Issuance of common shares, net of issue costs   4,769,861     419,091     4,932,161     431,571  
 Due to (from) related parties, net   1,597,750     (152,520 )   1,856,798     (194,588 )
Cash provided by financing activities   6,367,611     266,571     6,788,959     236,983  
                         
Decrease in cash and equivalents   (388,323 )   (712,963 )   (3,263,287 )   (1,550,859 )
Cash and equivalents, beginning of period   1,134,280     6,558,412     4,009,244     7,396,308  
                         
Cash and equivalents, end of period $  745,957   $  5,845,449   $  745,957   $  5,845,449  
                         
Supplementary information                        
Taxes paid $  –   $  –   $  –   $  –  
Interest paid $  –   $  –   $  –   $  –  
                         
Non-cash financing and investing activities                        
Fair value of stock options transferred to share capital                        
     on options exercised from contributed surplus $  104,281   $  299,910   $  150,504   $  299,910  

See accompanying notes to the consolidated financial statements


CONTINENTAL MINERALS CORPORATION
Consolidated Schedules of Exploration Expenses
(Unaudited - Expressed in Canadian Dollars)

    Three months ended June 30     Six months ended June 30  
Xietongmen Property, China   2006     2005     2006     2005  
                         
Exploration Costs                        
   Amortization $  27,484   $  1,403   $  48,061   $  1,403  
   Assays and analysis   558,366     86,691     900,382     101,975  
   Drilling   1,851,605     894,826     2,570,649     1,007,770  
   Engineering   953,944         1,043,687     6,920  
   Environmental   171,533         171,533      
   Equipment rentals and leases   161,658     26,939     248,430     54,129  
   Freight   16,155         16,155      
   Geological   603,337     268,324     954,859     410,859  
   Graphics   32,708     7,712     50,888     21,563  
   Property Fees/Assessments   22,001         22,001      
   Reclamation fees       24,398         28,106  
   Site activities   487,646     116,939     759,782     175,490  
   Socioeconomic   146,375     35,957     314,353     93,272  
   Transportation   213,515     62,405     342,100     131,530  
Incurred during the period   5,246,327     1,525,594     7,442,880     2,033,017  
Non-cash stock based compensation   162,199     61,866     194,814     179,324  
    5,408,526     1,587,460     7,637,694     2,212,341  
Cumulative balance, beginning of period   11,945,744     3,997,613     9,716,576     3,372,732  
Cumulative balance, end of period $  17,354,270   $  5,585,073   $  17,354,270   $  5,585,073  



CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the six months ended June 30, 2006
(Unaudited - Expressed in Canadian Dollars)
 

1.

NATURE OF OPERATIONS

   

These consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles and are presented in Canadian dollars. They do not include all the disclosures as required for annual financial statements under generally accepted accounting principles. However, these interim consolidated financial statements follow the same accounting policies and methods of application as the Company’s most recent annual financial statements. These interim consolidated financial statements should be read in conjunction with the Company’s amended and restated annual consolidated financial statements for the year ended December 31, 2005 as filed on SEDAR on August 24, 2006.

   

Operating results for the three month and six month periods ended June 30, 2006 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2006 or for any other period.

   

These consolidated financial statements are prepared on the basis that the Company will continue as a going concern. Management recognizes that the Company will need to generate additional financial resources in order to discharge current liabilities and meet its planned business objectives. However, there can be no assurances that the Company will continue to obtain additional financial resources and/or achieve profitability or positive cash flows. If the Company is unable to obtain adequate additional financing, the Company will be required to curtail operations and exploration activities. Furthermore, failure to continue as a going concern would require that the Company’s assets and liabilities be restated on a liquidation basis which would differ significantly from the going concern basis.

   
2.

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION


(a)

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles. The consolidated financial statements include the accounts of the Company and its wholly owned and controlled subsidiaries.

   

All material intercompany balances and transactions have been eliminated. NCI has been reduced to zero to reflect its share of the loss incurred by Highland Mining Inc.

   
(b)

Restatement

   

The consolidated balance sheet as at December 31, 2005 has been amended and restated to increase the value assigned to non-controlling interest and mineral property interests recorded as a result of the acquisition of 50% of Highland Mining Corporation by $904,519, which amendment reflects the non-controlling interest at their fair value, instead of at the book value of the assets acquired as previously recorded, at the date the Company became the primary beneficiary, in order to comply with the provisions of AcG-15 on variable interest entities. This restatement had no impact on working capital, shareholders’ equity or on any amounts or totals reported in the statements of operations, deficit or cash flows or the schedule of exploration expenses as at and for the year ended December 31, 2005 (refer to notes 2(r) and 4(a) of the




CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the six months ended June 30, 2006
(Unaudited - Expressed in Canadian Dollars)
 

amended and restated consolidated financial statements as at and for the year ended December 31, 2005 which were filed on SEDAR on August 24, 2006).

   

The consolidated balance sheet as at December 31, 2005 has been amended and restated to increase the value assigned to mineral property interests recorded by $904,519. The consolidated statements of operations and cash flows for the three months ended March 31, 2006 were amended prior to this filing to increase the amount allocated to the non-controlling interest and decrease the net loss by $904,519, which reflects the non-controlling interest’s share of the joint venture losses after giving effect to the amended value assigned to the non-controlling interest at the date of combination. This amendment is reflected in the results of operations and cash flows for the three and six month periods ended June 30, 2006.

   
3.

EQUIPMENT


            June 30, 2006           December 31, 2005  
            Accumulated     Net book           Accumulated     Net book  
      Cost     amortization     value     Cost     amortization     value  
  Vehicles $  385,855   $  30,130   $  355,725   $  109,702   $  2,806   $  106,896  
  Buildings   12,767     3,192     9,575     12,767         12,767  
  Field   79,157     10,606     68,551     5,356         5,356  
  Computers   54,604     5,143     49,461     6,269         6,269  
  Furniture   15,681     1,796     13,885     953         953  
    $  548,064   $  50,867   $  497,197   $  135,047   $  2,806   $  132,241  

4.

SHAREHOLDERS’ EQUITY


(a)

Authorized share capital

   

The Company’s authorized share capital consists of an unlimited number of common shares without par value and an unlimited number of non-voting, redeemable preferred shares.

   
(b)

Issued and outstanding common share capital


      Number of     Dollar  
      common shares     Amount  
  Balance, December 31, 2005   47,306,185   $  19,465,518  
     Share purchase warrants exercised   158,000     183,461  
     Share purchase options exercised, net of issuance costs (note 4(c))   4,954,000     4,748,700  
     Fair value of stock options allocated to shares issued on exercise       150,504  
  Balance, June 30, 2006   52,418,185   $  24,548,183  



CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the six months ended June 30, 2006
(Unaudited - Expressed in Canadian Dollars)
 

(c)

Warrants

   

The continuity of share purchase warrants is as follows:


Expiry date July 12, 2006  
Exercise price $1.05  
Balance, December 31, 2005 5,640,000  
Issued  
Exercised (4,954,000 )
Expired  
Balance, June 30, 2006 686,000  

A total of 4,311,000 warrants of the 4,954,000 warrants exercised during the period were subject to a commission fee of 10% of the exercised amounts. Hence, a total of $453,000 issuance costs was recorded during the period.

   

Subsequent to June 30, 2006, a total of 686,000 warrants were exercised for gross proceeds of $720,300.

   
(d)

Share purchase option plan

   

The continuity schedule of share purchase options of which 994,000 are exercisable is as follows:


        Weighted  
  Share purchase options outstanding Number of   average  
    options   exercise price  
  Balance, December 31, 2005 1,859,267   $ 1.44  
     Granted 3,195,000   1.72  
     Exercised (158,000 ) 1.16  
     Expired or cancelled (5,000 ) 1.33  
  Balance, June 30, 2006 4,891,267   $ 1.63  



CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the six months ended June 30, 2006
(Unaudited - Expressed in Canadian Dollars)
 

Options outstanding and exercisable at June 30, 2006 were as follows:

      Number of Number of
      options options
  Expiry date Option price outstanding exercisable
  November 30, 2006 $ 1.10 316,600 316,600
  November 30, 2006 $ 1.33 204,667 204,667
  September 28, 2007 $ 1.70 900,000 300,000
  November 30, 2007 $ 1.20 260,000 173,333
  December 24, 2007 $ 1.50 15,000
  February 29, 2008 $ 1.61 40,000
  February 27, 2009 $ 1.61 50,000
  April 30, 2009 $ 2.01 855,000
  November 30, 2009 $ 1.61 250,000
  February 28, 2011 $ 1.61 2,000,000
  Total   4,891,267 994,000
  Average option price   $ 1.63 $ 1.35

The exercise prices of all share purchase options granted were at or above the market price at the grant date. Using an option pricing model with the assumptions noted below, the estimated fair value of all options granted in the six months ended June 30, 2006, and which have been reflected in the consolidated statements of operations, is as follows:

      Three months ended     Six months ended  
      June 30     June 30  
      2006     2005     2006     2005  
  Exploration                        
       Engineering $  3,871   $  2,731   $  5,052   $  13,524  
       Environmental, socioeconomic and land   976     3,967     1,407     9,910  
       Geological   105,323     55,168     136,326     155,890  
  Exploration   110,170     61,866     142,785     179,324  
  Administration   352,275     86,965     580,801     199,186  
  Total compensation cost recognized in                        
       operations, credited to contributed                        
       surplus $  462,445   $  148,831   $  723,586   $  378,510  



CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the six months ended June 30, 2006
(Unaudited - Expressed in Canadian Dollars)
 

The weighted-average assumptions used to estimate the fair value of options vesting during the respective periods were as follows:

      Three months ended June 30     Six months ended June 30  
      2006     2005     2006     2005  
  Risk free interest rate   4.25%     3%     4.25%     3%  
  Expected life   2.9 years     2.1 years     2.9 years     2.1 years  
  Expected volatility   69%     95%     69%     95%  
  Expected dividends   nil     nil     nil     nil  

(e)

Contributed surplus


  Balance, December 31, 2005 $  545,035  
  Changes during the period      
     Non-cash stock-based compensation   723,586  
     Share purchase options exercised, credited to share capital   (150,504 )
  Balance, June 30, 2006 $  1,118,117  

5.

RELATED PARTY BALANCES AND TRANSACTIONS


  Due from (to) related parties   June 30 2006     December 31 2005  
     Hunter Dickinson Inc. $  (1,704,479 ) $  152,319  

      Three months ended     Six months ended  
  Reimbursement for third party   June 30           June 30        
  expenses and services rendered   2006     2005     2006     2005  
   Hunter Dickinson Inc. $  1,051,526   $  305,135   $  1,811,139   $  481,961  



CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the six months ended June 30, 2006
(Unaudited - Expressed in Canadian Dollars)
 

6.

PROPOSED MERGER TRANSACTION


  (a)

In April 2006, the Company completed the exploration expenditure requirement to exercise the Second Option to earn-in additional 10% (to a total of 60%) interest in Highland Mining Inc. pursuant to the Highland Mining Option Agreement. On July 1, 2006, the Company served notice to Great China Mining Inc (“GCMI”) of its intention to exercise the Second Option. GCMI is currently undertaking the review of the expenditures incurred effective from the date of the earn-in. Under the terms of the Option Agreement, once the Second Option is exercised and the first US$8 million in exploration expenditures is funded, further equity and/or loan funding of Highland will 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.

     
  (b)

In April 2006, the Company announced that it had entered into agreements with shareholders holding approximately 67% of GCMI’s common shares who have agreed to support a merger among GCMI and the Company, whereby GCMI shares will be exchanged for Continental common shares on a ratio of 8.7871 GCMI shares for each Continental common share. The Company will also issue 136,607 options at exercise prices ranging from $1.02 to $1.23 with expiry dates ranging from August 2, 2006 to December 2, 2008, to replace certain GCMI options currently outstanding. If for any reason the corporate merger cannot complete, the majority shareholders of GCMI have agreed to exchange their shares at the above ratio in a series of private transactions, subject to regulatory approval.

     
 

The Company will also acquire three mineral property interests totalling approximately 100 square kilometers, lying within an area of interest near the Xietongmen Property, in exchange for 1,500,000 units, with each unit consisting of one Continental common share and one common share purchase warrant exercisable at $1.59 per common share for two years, from the date of the completion of the merger and US$3,250,000 cash, with US$1,250,000 payable on completion of the merger and the remaining balance in four equal annual installments of US$500,000.

     
 

Pursuant to the terms of the merger agreement, Continental will increase its board of directors to 11 and appoint to it three GCMI nominees. Two of these nominees are Messrs. Wang Zhi and Yang (Jack) Jie, both of whom currently serve as directors of GCMI. Continental will also issue 700,000 options exercisable at $1.61 per common share expiring February 28, 2011. The Company has also agreed to retain Mr. Wang under an incentive arrangement and has agreed to pay a bonus of 2,500,000 units of Continental (one share plus one one-year share purchase warrant exercisable at $1.59 per common share) in the event that all necessary mining permits are received in a timely manner, but in any event, no later than June 30, 2010.

     
 

As at June 30, 2006, completion of the merger is pending shareholder and regulatory approvals.




CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the six months ended June 30, 2006
(Unaudited - Expressed in Canadian Dollars)
 

7.

SUBSEQUENT EVENT

Subsequent to June 30, 2006, the Company entered into an agreement with Taseko Mines Ltd. (“Taseko”), a public company with certain directors in common with the Company, whereby the Company will issue to Taseko a $11.5 million Convertible Secured Promissory Note of Continental (the “Note”).

Taseko has the right to convert any or the entire principal then outstanding under the one year Note, plus a 5% premium into Continental common shares at $2.05 per share if the Note is exercised within the first six months or, at $2.25 per share if exercised in the second six months. Taseko also receives the right to participate in Continental’s future financings (the “Participation Right”) and in such event can redeem the Note at 105% of the $11.5 million principal amount of the Note and use the proceeds to subscribe for securities offered under such future financing. In addition, upon conversion of the Note or its redemption in the event that the Participation Right is exercised, Taseko will acquire a right of first refusal (the “Pre-Emptive Right”) for up to five years, during which time Taseko may purchase up to 50% of any equity or convertible securities, excepting certain normal course securities offerings and strategic alliances, offered by Continental in a subsequent financing until a maximum of 19.9% of Continental’s then outstanding shares on a fully diluted basis are held by Taseko. If Taseko fails to exercise the PreEmptive Right in regards to any offered securities under a future financing, the Pre-Emptive Right thereupon expires.

The Note provides for interest at the rate of 16% per annum payable monthly. Interest is payable in cash, or at Taseko’s election, in Continental common shares based upon the higher of the five day volume weighted average of the closing price of Continental’s common shares at the time the interest payment is due or at Closing. Repayment of the Note is secured by an indirect pledge of Continental’s 60% interest in the Xietongmen property, which security interest will be subordinated, if necessary, to any security interest granted by Continental in respect of senior debt. Continental retains the right to pre-pay the Note on 10 days notice, after 180 days from closing.

Completion of this financing is subject to regulatory approval. Any Continental shares issued pursuant to the conversion of the Note will be subject to a four month hold period from closing.