EX-99.1 2 exhibit99-1.htm FINANCIAL STATEMENTS Filed by sedaredgar.com - Continental Minerals Corporation - Exhibit 99.1


CONSOLIDATED FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED
JUNE 30, 2008

(Expressed in Canadian Dollars, unless otherwise stated)

(Unaudited)

 

 

These financial statements have not been reviewed by the Company's auditors



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

    June 30     December 31  
    2008     2007  
             
Assets            
             
Current assets            
   Cash and cash equivalents $  26,141,548   $  33,040,579  
   Amounts receivable   435,096     211,864  
   Prepaid expenses and deposits   277,200     668,407  
    26,853,844     33,920,850  
             
Mineral property interests (note 5)   117,987,309     117,287,309  
Property and equipment (note 4)   469,167     548,280  
Investments   1     1  
  $  145,310,321   $  151,756,440  
             
             
Liabilities and Shareholders' Equity            
             
Current liabilities            
   Accounts payable and accrued liabilities $  1,092,654   $  1,912,150  
   Amounts due to related parties (note 8)   197,206     345,420  
   Current portion of long-term payable (note 8(a)(i))   509,850     991,300  
    1,799,710     3,248,870  
             
Long-term payable (note 8(a)(i))   1,019,700     991,300  
Future income tax liabilities   28,236,874     25,510,000  
             
Shareholders' equity            
   Share capital (note 6(b))   175,044,539     175,044,539  
   Contributed surplus (note 6(e))   12,596,113     10,680,085  
   Deficit   (73,386,615 )   (63,718,354 )
    114,254,037     122,006,270  
             
             
  $  145,310,321   $  151,756,440  

See accompanying notes to the consolidated financial statements

Approved by the Board of Directors

/s/ David Copeland /s/ Ronald Thiessen
   
David Copeland Ronald Thiessen
Director Director



CONTINENTAL MINERALS CORPORATION
Consolidated Statements of Operations
(Unaudited - Expressed in Canadian Dollars except for number of shares)

    Three months ended June 30     Six months ended June 30  
    2008     2007     2008     2007  
Expenses                        
 Amortization $  12,788   $  –   $  23,948   $  –  
 Conference and travel   263,133     424,161     453,517     579,904  
 Consulting   29,622         60,168      
 Exploration (schedule)   1,895,469     3,836,913     3,426,555     6,259,570  
 Exploration - stock-based compensation (note 6(d))   251,513     97,017     263,635     114,857  
 Insurance   36,987     45,036     76,797     90,072  
 Interest expense       3,938         362,949  
 Interest income   (119,169 )   (316,958 )   (461,245 )   (410,162 )
 Legal, accounting and audit   213,287     198,226     380,577     264,043  
 Loss on extinguishment of promissory note               376,366  
 Office and administration   836,677     765,361     1,560,254     1,403,394  
 Operations and administration - stock-based                        
    compensation (note 6(d))   812,346     842,478     1,127,393     1,307,611  
 Project investigation   7,533         7,533      
 Shareholder communications   81,702     70,978     136,637     136,820  
 Trust and filing   26,491     17,023     56,445     59,125  
Loss before the following:   4,348,379     5,984,173     7,112,214     10,544,549  
 Foreign exchange loss (gain) related to future                        
       income tax liability (note 7(b)(iv))   361,874     (2,166,450 )   2,551,874     (2,202,450 )
 Foreign exchange loss (gain)   (9,154 )   406,824     4,173     521,260  
Loss and comprehensive loss for the period $  4,701,099   $  4,224,547   $  9,668,261   $  8,863,359  
                         
Basic and diluted loss per share $  (0.04 ) $  (0.03 ) $  (0.07 ) $  (0.08 )
                         
Weighted average number of                        
   common shares outstanding   129,053,091     120,790,152     129,053,091     110,427,961  

See accompanying notes to the consolidated financial statements

Consolidated Statements of Deficit                        
(Expressed in Canadian Dollars)                        
    Three months ended June 30     Six months ended June 30  
    2008     2007     2008     2007  
Deficit, beginning of period $  (68,685,516 ) $  (46,507,446 ) $  (63,718,354 ) $  (42,282,899 )
Loss for the period   (4,701,099 )   (4,638,812 )   (9,668,261 )   (8,863,359 )
Deficit, end of period $  (73,386,615 ) $  (51,146,258 ) $  (73,386,615 ) $  (51,146,258 )

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)   2008     2007     2008     2007  
                         
Operating activities                        
 Loss for the period $  (4,701,099 ) $  (4,224,547 ) $  (9,668,261 ) $  (8,863,359 )
 Items not involving cash                        
     Accretion, net of interest               98,634  
     Amortization   66,954     92,835     140,178     169,241  
     Interest paid by issuance of common shares               156,274  
     Foreign exchange loss (gain)   351,674     (2,166,450 )   2,545,074     (2,212,850 )
     Loss on extinguishment of convertible promissory note               376,366  
     Stock-based compensation   1,063,859     939,495     1,391,028     1,422,468  
 Changes in non-cash working capital items                        
     Amounts receivable   (116,095 )   (138,962 )   (223,232 )   (100,451 )
     Prepaid expenses   (142,654 )   39,617     391,207     79,777  
     Accounts payable and accrued liabilities   (177,750 )   25,226     (819,496 )   (2,355,005 )
     Due to (from) related parties   (33,670 )       (148,214 )   335,276  
Cash used for operating activities   (3,688,781 )   (5,432,786 )   (6,391,716 )   (10,893,629 )
                         
Investing activities                        
 Acquisition of property and equipment   (54,406 )   (191,847 )   (61,065 )   (212,777 )
 Principal payment on long-term payable           (446,250 )    
Cash used for investing activities   (54,406 )   (191,847 )   (507,315 )   (212,777 )
                         
Financing activities                        
 Issuance of common shares, net of issue costs       17,000         48,875,029  
 Repayment of convertible promissory note               (12,075,000 )
 Repayment to related party       (34,998 )       (1,500,000 )
Cash provided by financing activities       (17,998 )       35,300,029  
                         
Increase (decrease) in cash and cash equivalents   (3,743,187 )   (5,642,631 )   (6,899,031 )   24,193,623  
Cash and cash equivalents, beginning of period   29,884,735     31,628,056     33,040,579     1,791,802  
                         
Cash and cash equivalents, end of period $  26,141,548   $  25,985,425   $  26,141,548   $  25,985,425  
                         
Components of cash and cash equivalents are as follows:                        
 Cash $  1,262,722   $  276,060   $  1,262,722   $  276,060  
 Government of Canada treasury bills   24,878,826     25,509,365     24,878,826     25,509,365  
  $  26,141,548   $  25,785,425   $  26,141,548   $  25,785,425  
                         
Supplementary information                        
Interest paid $  –   $  159,885   $  –   $  159,885  
                         
Non-cash financing and investing activities                        
Fair value of stock options transferred from                        
   contributed surplus to share capital on options exercised $  –   $  23,494   $  –   $  23,494  

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   2008     2007     2008     2007  
                         
Exploration Costs                        
   Amortization $  54,166   $  92,835   $  116,230   $  169,241  
   Assays and analysis   21,560     194,277     77,863     261,935  
   Drilling   29,207     515,944     29,207     515,944  
   Engineering   654,454     1,466,815     1,031,176     2,485,102  
   Environmental   145,372     426,354     416,846     447,494  
   Equipment rentals and leases   7,868     97,944     8,375     150,762  
   Freight   39,177     13,145     39,177     23,167  
   Geological   67,456     212,552     155,465     336,865  
   Graphics   1,832     8,680     26,405     19,290  
   Property and finders' fees   2,378     (10,508 )   2,565     132,838  
   Site activities   457,527     464,432     692,343     799,770  
   Socioeconomic   319,764     255,247     602,401     717,808  
   Transportation   94,708     99,196     228,502     199,354  
Incurred during the period   1,895,469     3,836,913     3,426,555     6,259,570  
Non-cash stock based compensation   251,513     97,017     263,635     114,857  
    2,146,982     3,933,930     3,690,190     6,374,427  
Accumulated exploration expenses, beginning of period   47,521,822     32,043,594     45,978,614     29,603,097  
Accumulated exploration expenses, end of period $  49,668,804   $  35,977,524   $  49,668,804   $  35,977,524  

See accompanying notes to the consolidated financial statements



CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the three and six months ended June 30, 2008
(Unaudited – Expressed in Canadian Dollars)

1. BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
   

These interim 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 annual consolidated financial statements for the year ended December 31, 2007.

 

Operating results for the six-month period ended June 30, 2008 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2008 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 meet its planned business objectives. However, there can be no assurance 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.

SIGNIFICANT ACCOUNTING POLICIES

 

(a)

Basis of presentation

 

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated.

 

(b)

Cash and cash equivalents

 

Cash and cash equivalents consist of cash and highly liquid investments, having maturity dates of three months or less from the date of acquisition, that are readily convertible to known amounts of cash.

 

(c)

Mineral property interests

 

Exploration expenses incurred prior to the determination of the feasibility of mining operations and option payments, until such time as the option is exercised or an interest in the property is earned, are expensed as incurred.




CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the three and six months ended June 30, 2008
(Unaudited – Expressed in Canadian Dollars)

Mineral property acquisition costs subsequent to exercising the option or earning an interest in the property, and exploration and development expenditures incurred subsequent to the determination of the feasibility of mining operations, are deferred until the property to which they relate is placed into production, sold, allowed to lapse or abandoned. Mineral property acquisition costs include the cash consideration and the fair market value of common shares issued for mineral property interests. These costs are amortized over the estimated life of the property following commencement of commercial production, or written off if the property is sold, allowed to lapse or abandoned or when an impairment in value is determined to have occurred.

   

Administrative expenditures are expensed in the period incurred.

   
(d)

Property and equipment

   

Property and equipment are primarily used in the Company's exploration activities and are stated at cost less accumulated amortization. Amortization of equipment related to the Company's exploration activities is included within exploration expenses. Amortization of equipment not specifically related to the Company's exploration activities is included in the consolidated statements of operations. Amortization is provided on a straight-line basis at various rates ranging from 10% to 50% per annum representing the estimated useful lives of the related equipment.

   
(e)

Share capital

   

Share capital is recorded based on proceeds from share issuances net of issue costs. Shares issued for consideration other than cash are valued at their quoted market price on the date the agreement to issue the shares was reached and announced for business combinations and the date of issuance for other non-monetary transactions.

   
(f)

Stock-based compensation

   

The Company has a share purchase option plan, which is described in note 8(d). All stock-based payments are accounted for using a fair value based method and the related compensation expense is included in operations, with an offset to contributed surplus.

   

Consideration received on the exercise of stock options is recorded as share capital and the related contributed surplus is transferred to share capital.

   
(g)

Foreign currency translation

   

All of the Company's foreign operations are considered integrated.

   

Monetary assets and liabilities of the Company and its integrated foreign operations are translated into Canadian dollars ("CAD") at exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical exchange rates unless such items are carried at market, in which case they are translated at the exchange rates in effect on the balance sheet date. Revenues and expenses are translated at the rates in effect at the date of transaction. Gains or losses on translation are recorded in the consolidated statements of operations.




CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the three and six months ended June 30, 2008
(Unaudited – Expressed in Canadian Dollars)

(h)

Earnings (loss) per share

   

Basic earnings (loss) per share is calculated by dividing earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the year. For all periods presented, earnings (loss) available to common shareholders equals reported earnings (loss). Diluted earnings (loss) per share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of common shares outstanding for the calculation of diluted earnings (loss) per share assumes that the proceeds to be received on the exercise of dilutive stock options or warrants are applied to repurchase common shares at the average market price for the year. For all years presented, the impact of stock options and warrants, if any, has been excluded as they would be anti-dilutive.

   
(i)

Use of estimates

   

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as at the balance sheet date, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of potential impairments of investments, property and equipment and mineral property interests, valuation of income tax assets and liabilities, determination of fair values assigned to the net assets acquired and liabilities assumed on acquisitions, determination of reclamation obligations and determination of fair values of stock options and warrants. Actual results could differ from those estimates.

   
(j)

Segment disclosures

   

The Company operated in a single reportable operating segment – the acquisition, exploration and development of mineral properties.

   
(k)

Income taxes

   

The Company uses the asset and liability method of accounting for income taxes. Under this method, future income tax assets and liabilities are computed based on differences between the carrying amounts of existing assets and liabilities on the balance sheet and their corresponding tax values, using the enacted or substantively enacted income tax rates expected to apply to taxable income in the years in which those temporary difference are expected to be recovered or settled. Future income tax assets also result from unused loss carry forwards. Future income tax assets are recognized to the extent that they are considered more likely than not to be realized. The valuation of future income tax assets is adjusted, if necessary, by the use of a valuation allowance to reduce the asset to its estimated realizable amount.

   
(l)

Asset retirement obligations

   

The Company recognizes statutory, contractual or other legal obligations related to the retirement of tangible long-lived assets when such obligations are incurred, if a reasonable estimate of fair value can be made. These obligations are measured initially at fair value and the resulting costs capitalized to the carrying value of the related asset. In subsequent periods, the liability is adjusted for any changes in the amount or timing and for the discounting of the underlying future




CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the three and six months ended June 30, 2008
(Unaudited – Expressed in Canadian Dollars)

cash flows. The capitalized asset retirement cost is amortized to operations over the life of the related asset. As at the end of reported period, the Company did not have any asset retirement obligations.

 

(m)

Impairment of long-lived assets

 

The Company periodically reviews and evaluates its long-lived assets, including mineral properties, plant and equipment, for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to its estimated undiscounted future cash flows expected to be generated by the asset. Measurement of an impairment loss is based on the excess of the estimated fair value of the asset over its carrying value.

 

 

At each reporting period and whenever events or circumstances indicate that an asset's fair value may not be at least equal to its carrying value, management of the Company reviews the net carrying value. These reviews involve consideration of the fair value of each property to determine whether a permanent impairment in value has occurred and whether any asset write down is necessary.

 

(n)

Variable interest entities

 

Pursuant to Accounting Guideline 15, "Consolidation of Variable Interest Entities" ("AcG15"), the Company is required to consolidate variable interest entities ("VIEs"), where it is the VIEs primary beneficiary. VIEs are entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The primary beneficiary is the party that has exposure to a majority of the expected losses and/or expected residual returns of the VIE. For the year ended December 31, 2005, the Company concluded that the Xietongmen joint venture was a variable interest entity requiring consolidation. For the years ended December 31, 2007 and 2006, the Company has determined that it has no variable interest entities.

 

(o)

Comparative figures

 

Certain of the prior years' comparative figures have been reclassified to conform with the presentation adopted in the current year.

 

3.

CHANGES IN ACCOUNTING POLICIES

 

(a)

Newly Adopted Accounting Standards


  (i)

Section 1535 – Capital Disclosures

     
 

This standard requires disclosure of an entity's objectives, policies and processes for managing capital, quantitative data about what the entity regards as capital and whether




CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the three and six months ended June 30, 2008
(Unaudited – Expressed in Canadian Dollars)

 

the entity has complied with any externally imposed capital requirements and, if it has not complied, the consequences of such non-compliance. Refer to note 7(b) of these consolidated financial statements.

     
  (ii)

Financial Instruments – Disclosure (Section 3862) and Presentation (Section 3863)

     
 

These standards replace CICA Handbook Section 3861, "Financial Instruments – Disclosure and Presentation". They expand current disclosure requirements in order to enable users of financial statements to evaluate the significance of financial instruments for an entity's financial position and performance, including disclosures relating to fair value. In addition, disclosure is required of qualitative and quantitative information regarding exposure to risks arising from financial instruments, including specified minimum disclosures of credit risk, liquidity risk and market risk. The quantitative disclosures must provide information on the extent to which the entity is exposed to risk, based on information provided internally to the entity’s key management personnel. This standard is effective for the Company for interim and annual periods beginning on or after January 1, 2008.

     
  (iii)

Amendments to Section 1400 – Going Concern

     
 

CICA Handbook Section 1400, "General Standards of Financial Statement Presentation", was amended to include requirements to assess and disclose an entity's ability to continue as a going concern. The new requirements are effective for interim and annual financial statements for the fiscal years beginning on or after January 1, 2008.


4. EQUIPMENT

      June 30, 2008     December 31, 2007  
            Accumulated     Net book           Accumulated     Net book  
      Cost     amortization     value     Cost     amortization     value  
  Leasehold                                    
  Improvements $  84,866   $  36,077   $  48,789   $  47,848   $  28,846   $  19,002  
  Computers   184,178     120,567     63,611     170,383     81,842     88,541  
  Field   196,136     154,659     41,477     185,884     118,186     67,698  
  Furniture   26,013     22,563     3,450     26,013     17,871     8,142  
  Vehicles   530,562     218,722     311,840     530,562     165,665     364,897  
                                      $  1,021,755   $  552,588   $  469,167   $  960,690   $  412,410   $  548,280  



CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the three and six months ended June 30, 2008
(Unaudited – Expressed in Canadian Dollars)

5. MINERAL PROPERTY INTEREST

  Xietongmen Property   June 30, 2008     December 31, 2007  
               
  Balance, beginning of the year $  117,287,309   $  112,747,309  
  Acquired during the period:            
   Mining permit costs   525,000     3,405,000  
   Future income tax related to mining permit costs   175,000     1,135,000  
  Balance, end of the period $  117,987,309   $  117,287,309  

6. SHAREHOLDERS' EQUITY

(a)

Authorized share capital

     
  • an unlimited number of common shares without par value; and

  • an unlimited number of non-voting, redeemable preferred shares without par value.

         
    (b)

    Issued and outstanding common share capital


          Number of     Dollar  
          common shares     amount  
      Balance, December 31, 2007 & June 30, 2008   129,053,041   $  175,044,539  

    (c)

    Warrants

       

    The continuity of the number of share purchase warrants is as follows:


          Dec. 15     Feb. 14  
      Expiry date   2008     2009  
      Exercise price $ 1.59   $ 1.59  
      Balance, December 31, 2007 & June 30, 2008   1,000,000     500,000  



    CONTINENTAL MINERALS CORPORATION
    Notes to Consolidated Financial Statements
    For the three and six months ended June 30, 2008
    (Unaudited – Expressed in Canadian Dollars)

    (d)

    Share purchase option plan

       

    The continuity of the number of share purchase options is as follows:


      Share purchase options outstanding Number of     Weighted average  
        options     exercise price  
      Balance, December 31, 2007 6,554,607   $  1.74  
       Expired or cancelled (38,334 )   1.72  
      Balance, March 31, 2008 6,516,273     1.79  
       Options granted 4,739,000     1.32  
       Expired or cancelled (142,500 )   1.69  
      Balance, June 30, 2008 11,112,773   $  1.58  

    The following table summarizes the Company's stock options outstanding at June 30, 2008:

              Number of options     Number of options  
      Expiry date Option price     outstanding     exercisable  
      December 15, 2008 $2.10     40,000     26,667  
      December 21, 2008 $1.21     136,607     136,607  
      February 27, 2009 $1.61     50,000     50,000  
      April 30, 2009 $2.01     1,242,500     1,089,000  
      November 30, 2009 $1.61     250,000     250,000  
      September 30, 2010 $1.68     138,000     3,333  
      February 28, 2011 $1.61     2,900,000     2,300,000  
      February 28, 2011 $1.68     350,000     116,666  
      February 29, 2012 $2.01     1,333,333     933,328  
      May 2, 2011 $1.32     4,672,333     1,579,665  
      Total       11,112,773     6,485,267  
      Weighted average option price     $  1.58   $  1.66  



    CONTINENTAL MINERALS CORPORATION
    Notes to Consolidated Financial Statements
    For the three and six months ended June 30, 2008
    (Unaudited – Expressed in Canadian Dollars)

    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 or vesting during the three and six months ended June 30, 2008, and which have been reflected in the consolidated statements of operations, is as follows:

      Transactions   Three months ended June 30     Six months ended June 30  
          2008     2007     2008     2007  
      Exploration                        
           Engineering $  106,094   $  11,395   $  117,961   $  17,928  
           Environmental, socioeconomic and land   40,468     (106 )   42,689     1,407  
           Geological   104,951     (5,076 )   102,985     290,635  
      Exploration   251,513     6,213     6,213     309,970  
      Operations and administration   812,346     300,433     1,127,393     1,236,225  
      Total compensation cost recognized in                        
      operations, credited to contributed surplus $  1,063,859   $  306,646   $  1,391,028   $  1,546,195  

    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  
          2008     2007     2008     2007  
      Risk free interest rate   3.42%     3.77%     3.42%     3.77%  
      Expected life   3 years     3.1 years     3 years     3.1 years  
      Expected volatility   78%     89%     78%     89%  
      Expected dividends   nil     nil     nil     nil  

    On May 1, 2008, the Company granted 4,739,000 options expiring May 2, 2011, at an exercise price of $1.32 to directors, employees and consultants.

    (e) Contributed surplus

      Balance, December 31, 2007 $  10,680,085  
      Changes during the period      
         Stock-based compensation   1,391,028  
         Mining permit cost   525,000  
      Balance, March 31, 2008 $  12,596,113  



    CONTINENTAL MINERALS CORPORATION
    Notes to Consolidated Financial Statements
    For the three and six months ended June 30, 2008
    (Unaudited – Expressed in Canadian Dollars)

    7. FINANCIAL INSTRUMENTS
       
    a)

    Fair Value of Financial Instruments

     

    The carrying amounts of cash and cash equivalents, amounts receivable, and accounts payable and accrued liabilities approximate their fair values due to the short term to maturity of such instruments.

     

    The fair value of amounts due from or due to related parties are not determinable due to the related party nature and the lack of a market for such balances. The fair values of the Company's investment in Gibraltar preferred shares, and the offsetting redeemable preferred shares of the Company (note 4 to the consolidated financial statements for the year ended December 31, 2007), are not practicably determinable due to the nature of the amounts and the absence of a quoted market price for such instruments.

     

    The fair value of the long-term payable is estimated to be $1,529,550 (note 8(a)(i)), based on discounted future cash flows.

     

    b)

    Capital disclosures

     

    The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern, so that it can continue to explore and develop its projects for the benefit of its shareholders and other stakeholders. The Company considers the components of shareholders’ equity and term loan, as well as its cash and equivalents, as capital. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. Since the Company is in the exploration stage, the Company may issue new shares through private placements in order to maintain or adjust the capital structure. In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. The Company's cash resources at June 30, 2008 are sufficient for its present needs, specifically to continue administrative, exploration, and mine development activities at current levels through the end of 2008.

     

    There were no changes to the Company’s approach to capital management during the three and six months ended June 30, 2008. The Company is not subject to externally imposed capital requirements as at June 30, 2008.

     

    c)

    Financial Instrument Risk Exposure and Risk Management

     

    The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes, inclusive of documented treasury policies, counterparty limits, controlling and reporting structures. The types of risk exposure and the way in which such exposure is managed is provided as follows:




    CONTINENTAL MINERALS CORPORATION
    Notes to Consolidated Financial Statements
    For the three and six months ended June 30, 2008
    (Unaudited – Expressed in Canadian Dollars)

      (i)

    Credit Risk

         
     

    The Company’s credit risk is primarily attributable to its liquid financial assets. The Company limits exposure to credit risk on liquid financial assets through maintaining its cash and equivalents in high quality investments and with major financial institutions. Substantially all the Company's cash and cash equivalents in Canada not needed for operations are invested in treasury bills backed by the Government of Canada held with one major financial institution and its subsidiaries. The Company does not have any financial assets that are invested in any form of asset backed commercial paper.

         
      (ii)

    Liquidity Risk

         
     

    The Company ensures that there is sufficient cash in order to meet its short term business requirements, after taking into account the Company’s holdings of cash and cash equivalents. The Company’s cash and equivalents are invested in treasury bills, and business accounts, which are immediately available on demand for the Company’s use, and which are not invested in any asset backed investments.

         
     

    For cash held in China, the repatriation of this cash in foreign currency is permitted upon the routine approval of the State Administration for Foreign Exchange. The Company's Chinese subsidiary is required to obtain routine tax clearances from the authorities in order to remit services fees and royalties for large amounts.

         
     

    The following are the contractual maturities of financial liabilities:


          Carrying     Contractual                          
      2008   amount     cash flow     2007     2008     2009     2010  
      Accounts payable                                    
      and accrued                                    
      liabilities $ 1,080,675   $ 1,080,675           $ 1,080,675      
      Amounts due to                                    
      related parties   197,206     197,206             197,206      
      Long-term                                    
      payable   1,529,550     1,529,550         509,850     509,850     509,850  

          Carrying     Contractual                          
      2007   amount     cash flow     2007     2008     2009     2010  
      Accounts payable                                    
      and accrued                                    
      liabilities $ 1,912,150   $ 1,912,150       $ 1,912,150          
      Loan from related                                    
      party   345,420     345,420         345,420          
      Long-term                                    
      payable   1,982,600     1,982,600         991,300     495,650     495,650  



    CONTINENTAL MINERALS CORPORATION
    Notes to Consolidated Financial Statements
    For the three and six months ended June 30, 2008
    (Unaudited – Expressed in Canadian Dollars)

      (iii)

    Price Risks

         
     

    The significant price risk exposures to which the Company is exposed are foreign exchange risk, interest rate risk and commodity price risk.

         
     

    Foreign exchange risk

         
     

    A significant portion of the Company's administrative operations are in Canada.

         
     

    While the Company incurs some of its exploration expenditures in Canadian dollars, a significant portion is incurred in Chinese Renminbi Yuan (“RMB”),with certain large expenditures incurred in United States dollars (“USD”), and consequently are subject to exchange rate risk.

         
     

    The Company typically holds a significant portion of its cash in Canadian dollars (“CAD”) and reports the results of its operations in Canadian dollars. The Company is exposed to exchange rate sensitivity, to the extent that the Canadian dollar fluctuates with the USD and the RMB.

         
     

    The Company’s liabilities are typically denominated in Canadian dollars and RMB with some small amounts in USD and the Company has no material commitments in other currencies. However, the Company has a US$1,500,000 liability relating to the acquisition of certain mineral properties, payable in US dollars, at a rate of US$500,000 per year (note 5(a)(iii) to consolidated financial statements for the year ended December 31, 2007) .

         
     

    The Company currently does not engage in foreign currency hedging.

         
     

    The exposure of the Company’s financial assets and financial liabilities to foreign exchange risk is as follows:


                As at December 31,  
      The amounts are expressed in CAD equivalents   As at June 30, 2008     2007  
      Canadian dollars $  25,756,017   $  32,566,475  
      United States dollars   729,703     426,109  
      Chinese renminbi   368,124     259,859  
      Total financial assets $  26,853,844   $  33,252,443  
                   
      Canadian dollars $  945,443   $  699,767  
      United States dollars   1,764,143     1,996,537  
      Chinese renminbi   97,846     1,408,867  
      Total financial liabilities $  2,807,432   $  4,105,171  



    CONTINENTAL MINERALS CORPORATION
    Notes to Consolidated Financial Statements
    For the three and six months ended June 30, 2008
    (Unaudited – Expressed in Canadian Dollars)

    The following significant exchange rates applied during the period:

          2008 January -     2007 January –  
          March     December  
      USD to CAD            
      United States dollars – closing rate   1.0197     1.0088  
      United States dollars – average rate   1.0074     0.9304  
                   
      RMB to CAD            
      Chinese renminbi – closing rate   6.73     7.39  
      Chinese renminbi – average rate   7.01     7.08  

    For the period ended June 30, 2008, with other variables unchanged, a 1% strengthening (weakening) of the Chinese renminbi against the Canadian dollar would have increased (decreased) net loss by approximately $21,000.

    Interest rate risk

    The Company is subject to interest rate risk with respect to its investments in cash equivalents. Fluctuations in interest rates when cash equivalents mature impact interest income earned.

    Other than the US$1.5 million non-interest bearing debt related to the acquisition of the surrounding properties (note 5(a)(iii) to consolidated financial statements for the year ended December 31, 2007), the Company has no debt, other than routine accounts payable.

    For the period ended June 30, 2008, with other variables unchanged, a 1% change in the general interest rates would have had no material impact on net loss.

    Commodity price risk

    While the value of Continental's resource properties relate to the price of copper and gold metals and their outlook, Continental currently does not have any operating mines and hence, does not have any hedging or other commodity based price risks in respect of its operational activities.



    CONTINENTAL MINERALS CORPORATION
    Notes to Consolidated Financial Statements
    For the three and six months ended June 30, 2008
    (Unaudited – Expressed in Canadian Dollars)

    8. RELATED PARTY BALANCES AND TRANSACTIONS

          June 30     June 30  
      Amounts due from (to) related parties   2008     2007  
       Hunter Dickinson Services Inc. (b) $  (80,478 ) $  307,779  
       Tibet Bojing and Beijing Honglu (c)   (40,967 )    
       Jack Yang/Sundecin Enterprises Inc. (e)   (35,292 )    
       Dickson Hall & Associates Ltd. (f)   (25,159 )    
       Qi Deng (g)   (18,327 )    
       Zhengxun Guo (h)   695      
       Gerald Panneton   2,322      
                                                                                                                                                                      $  (197,206 ) $  307,779  

          Three months ended     Six months ended  
          June 30     June 30  
      Transactions:   2008     2007     2008     2007  
      Hunter Dickinson Services Inc. –                        
             reimbursement for third party expenses                        
             and services rendered (a) $  1,087,053   $  738,745   $  2,066,636   $  1,292,750  
      Tibet Bojing (c)   67,640     69,678     135,280     355,969  
      Beijing Honglu (c)   50,730     52,259     119,725     105,939  
      C.E.C. Engineering (d)   95,101     41,943     188,714     63,920  
      Sundecin Enterprise Inc. (e)   28,730     31,382     59,670     63,445  
      Dickson Hall & Associates Ltd. (f)   64,668     57,120     133,616     94,248  
      Qi Deng (g)   61,134     62,647     119,610     119,012  
      Zhengxun Guo (h)   16,472     17,237     33,855     33,618  
      Loan repayment to companies associated with a                        
             director of KMK (i)   509,850              

      (a)

    Hunter Dickinson Services Inc. ("HDSI"), formerly named Hunter Dickinson Inc., is a private company owned equally by eight public companies, one of which is the Company. HDSI 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 and its subsidiaries on a full cost recovery basis pursuant to an agreement dated June 1, 2008 which replaces the original agreement dated December 31, 1996 (“the old agreement”), on substantially the same terms as the old agreement.

         
      (b)

    Related party balances receivable or payable, in the normal course, are non-interest bearing and due on demand, and represent advances against current and future services rendered to, or costs incurred on behalf of, the Company by HDSI.

         
      (c)

    During the three months ended June 30, 2008, the Company paid $67,640 (2007 – $69,678) and $50,730 (2007 – $52,259) to Tibet Bojing Minerals Investment Limited ("Tibet Bojing") and Beijing Honglu Shengdi Consulting Services Limited ("Beijing




    CONTINENTAL MINERALS CORPORATION
    Notes to Consolidated Financial Statements
    For the three and six months ended June 30, 2008
    (Unaudited – Expressed in Canadian Dollars)

     

    Honglu"), two companies controlled by a director of the Company, for consulting services.

         
      (d)

    During the three months ended June 30, 2008, the Company paid $95,101 (2007 – $41,943) to C.E.C. Engineering Ltd ("CEC Engineering"), a company controlled by the president and Chief Executive Officer of the Company, for engineering consulting services. Effective April 2008, such services were charged through HDSI intercompany billings to the Company.

         
      (e)

    During the three months ended June 30, 2008, the Company paid $28,730 (2007 – $31,382) to Sundecin Enterprises Inc., a company controlled by a director of the Company, for consulting services.

         
      (f)

    During the three months ended June 30, 2008, the Company paid $64,668 (2007 – $57,120) to Dickson Hall & Associates, a company controlled by an officer of the Company, for consulting services.

         
      (g)

    During the three months ended June 30, 2008, the Company paid $61,134 (2007 – $62,647) to Qi Deng, a director of Tibet Tian Yuan Minerals Exploration Ltd (“Tian Yuan”), the Company's main Tibetan subsidiary, for consulting and project management services.

         
      (h)

    During the three months ended June 30, 2008, the Company paid $16,472 (2007 – $17,237) to Zhengxun Guo, a director of Tian Yuan, for administrative and managerial services.

         
      (i)

    In December 2006, the Company acquired certain mineral properties (the "Surrounding Properties") from companies associated with a director (note 5(a)(iii) to consolidated financial statements for the year ended December 31, 2007).

         
     

    Cash payments for the acquisition of these three mineral property interests, totaling US$3.25 million ($3,761,225) were and are to be paid as follows: US$1.25 million ($1,446,625) was paid on December 15, 2006, the closing date of the acquisition, and US$500,000 is due on each of the next four anniversaries of the closing, which has been recorded as a liability. The payment due December 15, 2007, was delayed until early 2008, as the vendors were restructuring their banking affairs. This payment was made during the first quarter of 2008 on February 4, 2008. Accordingly, at June 30, 2008, US$ 500,000 ($509,850) is included in current liabilities and US$ 1,000,000 ($1,019,700) is presented as a long-term payable. This long-term payable is non-interest bearing and is unsecured.