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


CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED
SEPTEMBER 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)

    September 30     December 31  
    2008     2007  
    (Unaudited)        
             
Assets            
             
Current assets            
   Cash and cash equivalents $  22,761,095   $  33,040,579  
   Amounts receivable   501,901     211,864  
   Prepaid expenses and deposits   337,819     668,407  
    23,600,815     33,920,850  
             
Mineral property interests (note 5)   118,232,309     117,287,309  
Equipment (note 4)   466,648     548,280  
Investments   1     1  
  $  142,299,773   $  151,756,440  
             
             
Liabilities and Shareholders' Equity            
             
Current liabilities            
   Accounts payable and accrued liabilities $  2,344,661   $  1,912,150  
   Amounts due to related parties (note 8)   228,025     345,420  
   Current portion of long-term payable (note 8(a)(i))   532,100     991,300  
    3,104,786     3,248,870  
             
Long-term payable (note 8(a)(i))   1,064,200     991,300  
Future income tax liabilities   29,415,957     25,510,000  
             
Shareholders' equity            
   Share capital (note 6(b))   175,044,539     175,044,539  
   Contributed surplus (note 6(e))   13,111,630     10,680,085  
   Deficit   (79,441,339 )   (63,718,354 )
    108,714,830     122,006,270  
             
Commitments (note 9)            
  $  142,299,773   $  151,756,440  

See accompanying notes to the consolidated financial statements

Approved by the Board of Directors

/s/ David Copeland /s/ Ronald Thiessen
   
David J. Copeland Ronald W. Thiessen
Director Director


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

    Three months ended     Nine months ended  
    September 30     September 30  
    2008     2007     2008     2007  
Expenses                        
 Amortization $  16,951   $  –   $  40,899   $  –  
 Conference and travel   247,379     451,122     700,896     1,031,026  
 Consulting   44,507         104,675      
 Exploration (schedule)   3,335,212     4,282,568     6,761,767     10,542,138  
 Exploration - stock-based compensation (note 6(d))   42,766     25,505     306,401     140,362  
 Insurance   31,289     37,440     108,086     127,512  
 Interest expense       4         362,953  
 Interest income   (149,570 )   (257,628 )   (610,815 )   (667,790 )
 Legal, accounting and audit   158,424     156,286     539,001     420,329  
 Loss on extinguishment of promissory note               376,366  
 Office and administration   711,306     1,018,418     2,271,560     2,421,812  
 Operations and administration - stock-based                        
       compensation (note 6(d))   287,751     683,855     1,415,144     1,991,466  
 Project investigation   9,387         16,920      
 Shareholder communications   60,005     87,833     196,642     224,653  
 Trust and filing   24,155     35,437     80,600     94,562  
Loss before the following:   4,819,562     6,520,840     11,931,776     17,065,389  
 Foreign exchange loss (gain) related to future                        
       income tax liability (note 7(b)(iv))   1,119,083     (719,580 )   3,670,957     (2,886,030 )
 Foreign exchange loss (gain)   116,079     510,489     120,252     995,749  
Loss and comprehensive loss for the period $  6,054,724   $  6,311,749   $  15,722,985   $  15,175,108  
                         
Basic and diluted loss per share $  (0.05 ) $  (0.05 ) $  (0.12 ) $  (0.13 )
                         
Weighted average number of                        
   common shares outstanding   129,053,041     120,790,152     129,053,041     114,312,459  

See accompanying notes to the consolidated financial statements

 

Consolidated Statements of Deficit
(Expressed in Canadian Dollars)

    Three months ended     Nine months ended  
    September 30     September 30  
    2008     2007     2008     2007  
Deficit, beginning of period $  (73,386,615 ) $  (51,146,258 ) $  (63,718,354 ) $  (42,282,899 )
Loss for the period   (6,054,724 )   (6,311,749 )   (15,722,985 )   (15,175,108 )
Deficit, end of period $  (79,441,339 ) $  (57,458,007 ) $  (79,441,339 ) $  (57,458,007 )

See accompanying notes to the consolidated financial statements


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

    Three months ended     Nine months ended  
    September 30     September 30  
Cash provided by (used for)   2008     2007     2008     2007  
                         
Operating activities                        
 Loss for the period $  (6,054,724 ) $  (6,311,749 ) $  (15,722,985 ) $  (15,175,108 )
 Items not involving cash                        
     Accretion, net of interest               98,634  
     Amortization   67,222     19,178     207,400     188,419  
     Interest paid by issuance of common shares               156,274  
     Foreign exchange loss (gain)   1,185,833     (683,580 )   3,730,907     (2,896,429 )
     Loss on extinguishment of convertible promissory note               376,366  
     Stock-based compensation   330,517     709,361     1,721,545     2,131,828  
 Changes in non-cash working capital items                        
     Amounts receivable   (66,805 )   21,680     (290,037 )   (78,771 )
     Prepaid expenses   (60,619 )   (67,959 )   330,588     11,818  
     Accounts payable and accrued liabilities   1,252,007     225,852     432,511     (2,129,153 )
     Due to (from) related parties   30,819     307,779     (117,395 )   643,055  
Cash used for operating activities   (3,315,750 )   (5,779,438 )   (9,707,466 )   (16,673,067 )
                         
Investing activities                        
 Acquisition of property and equipment   (64,703 )   (29,942 )   (125,768 )   (242,719 )
 Principal payment on long-term payable           (446,250 )    
Cash used for investing activities   (64,703 )   (29,942 )   (572,018 )   (242,719 )
                         
Financing activities                        
 Issuance of common shares, net of issue costs       18,000         48,893,029  
 Repayment of convertible promissory note               (12,075,000 )
 Repayment to related party       28,196         (1,471,804 )
Cash provided by financing activities       46,196         35,346,225  
                         
Increase (decrease) in cash and cash equivalents   (3,380,453 )   (5,763,184 )   (10,279,484 )   18,430,439  
Cash and cash equivalents, beginning of period   26,141,548     25,985,425     33,040,579     1,791,802  
                         
Cash and cash equivalents, end of period $  22,761,095   $  20,222,241   $  22,761,095   $  20,222,241  
                         
Components of cash and cash equivalents are as follows:                        
 Cash $  1,780,286   $  1,462,375   $  1,780,286   $  1,462,375  
 Government of Canada treasury bills   20,980,809     18,759,866     20,980,809     18,759,866  
  $  22,761,095   $  20,222,241   $  22,761,095   $  20,222,241  
                         
Supplementary information                        
Interest paid $  –   $  3,938   $  –   $  159,885  
                         
Non-cash financing and investing activities                        
Fair value of stock options transferred from                        
   contributed surplus to share capital on options exercised $  –   $  6,500   $  –   $  23,494  
Interest paid by issuance of common shares $  –   $  –   $  –   $  156,274  

See accompanying notes to the consolidated financial statements


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

    Three months ended     Nine months ended  
    September 30     September 30  
Xietongmen Property, China   2008     2007     2008     2007  
                         
Exploration Costs                        
   Amortization $  50,271   $  19,178   $  166,501   $  188,419  
   Assays and analysis   12,108     194,967     89,971     456,902  
   Drilling   56,665     1,350,233     85,872     1,866,177  
   Engineering   2,010,873     1,254,639     3,042,049     3,739,741  
   Environmental   261,835     274,167     678,681     721,661  
   Equipment rentals and leases   14,249     103,691     22,624     254,453  
   Freight   859     9,771     40,036     32,938  
   Geological   61,499     282,261     216,964     619,126  
   Graphics   (257 )   7,365     26,148     26,655  
   Property and finders' fees   101     33,326     2,666     166,164  
   Site activities   287,758     108,490     980,101     908,260  
   Socioeconomic   484,849     566,403     1,087,250     1,284,211  
   Transportation   94,402     78,077     322,904     277,431  
Incurred during the period   3,335,212     4,282,568     6,761,767     10,542,138  
Non-cash stock based compensation   42,766     25,505     306,401     140,362  
    3,377,978     4,308,073     7,068,168     10,682,500  
Accumulated exploration expenses, beginning of period   49,668,804     35,977,524     45,978,614     29,603,097  
Accumulated exploration expenses, end of period $  53,046,782   $  40,285,597   $  53,046,782   $  40,285,597  

See accompanying notes to the consolidated financial statements



CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the three and nine months ended September 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 nine-month period ended September 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 nine months ended September 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 nine months ended September 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 cash flows. The capitalized asset retirement cost is amortized to operations over the life of the




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

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 nine months ended September 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


      Sept 30, 2008     December 31, 2007  
            Accumulated     Net book           Accumulated     Net book  
      Cost     amortization     value     Cost     amortization     value  
  Leasehold                                    
  Improvements $  117,692   $  44,027   $  73,665   $  47,848   $  28,846   $  19,002  
  Computers   199,449     137,183     62,266     170,383     81,842     88,541  
  Field   197,021     168,958     28,063     185,884     118,186     67,698  
  Furniture   41,734     24,391     17,343     26,013     17,871     8,142  
  Vehicles   530,562     245,251     285,311     530,562     165,665     364,897  
  $ 1,086,458   $  619,810   $  466,648   $  960,690   $  412,410   $  548,280  



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

5.

MINERAL PROPERTY INTEREST


  Xietongmen Property   Sept 30, 2008     December 31, 2007  
               
  Balance, beginning of the year $  117,287,309   $  112,747,309  
  Acquired during the period:            
   Mining permit costs   710,000     3,405,000  
   Future income tax related to mining permit costs   235,000     1,135,000  
  Balance, end of the period $  118,232,309   $  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 & September 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 & Sept 30, 2008 1,000,000   500,000  



CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the three and nine months ended September 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  
  Expired or cancelled (477,666 ) 1.57  
  Balance, September 30, 2008 10,635,107   $ 1.58  

The following table summarizes the Company's stock options outstanding at September 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   1,242,500  
  November 30, 2009 $ 1.61   250,000   250,000  
  September 30, 2010 $ 1.68   138,000   49,333  
  February 28, 2011 $ 1.61   2,800,000   2,266,667  
  February 28, 2011 $ 1.68   350,000   233,333  
  May 2, 2011 $ 1.32   4,428,000   1,546,332  
  February 29, 2012 $ 2.01   1,200,000   1,200,000  
               
  Total     10,635,107   7,001,439  
  Weighted average option price     $ 1.58   $ 1.68  



CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the three and nine months ended September 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 September 30     Nine months ended September 30  
      2008     2007     2008     2007  
  Exploration                        
       Engineering $  19,863   $  20,900   $  137,824   $  20,900  
       Environmental, socioeconomic and land   7,119         49,808      
       Geological   15,784     4,605     118,769     119,462  
  Exploration   42,766     25,505     306,401     140,362  
  Operations and administration   287,751     683,856     1,415,144     1,991,466  
  Total compensation cost recognized in $  330,517   $  709,361   $  1,721,545   $  2,131,828  
  operations, credited to contributed surplus                        

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

      Three months ended September 30     Nine months ended September 30  
      2008     2007     2008     2007  
  Risk free interest rate   3.35%     3.76%     3.35%     3.76%  
  Expected life   3.1 years     3.1 years     3.1 years     3.1 years  
  Expected volatility   80%     88%     80%     88%  
  Expected dividends   nil     nil     nil     nil  

On October 1, 2008, the Company granted 400,000 options expiring October 1, 2011, at an exercise price of $0.79 to consultants.

   
(e)

Contributed surplus


Balance, December 31, 2007 $  10,680,085  
Changes during the period      
   Stock-based compensation   1,721,545  
   Mining permit cost   710,000  
Balance, September 30, 2008 $  13,111,630  



CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the three and nine months ended September 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 $1,596,300 (2007 - $1,982,600), 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 September 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 nine months ended September 30, 2008. The Company is not subject to externally imposed capital requirements as at September 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 are provided as follows:




CONTINENTAL MINERALS CORPORATION
Notes to Consolidated Financial Statements
For the three and nine months ended September 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 People’s Republic of China (“PRC”), 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     2008     2009     2010  
Accounts payable                              
and accrued                              
liabilities $ 2,344,661   $ 2,343,618   $ 2,343,618          
Amounts due to                              
related parties   228,025     228,025     228,025          
Long-term                              
payable   1,596,300     1,596,300     532,000     532,000     532,000  
Office lease                              
commitments   377,407     377,407     57,289     213,412     106,706  

    Carrying     Contractual                    
2007   amount     cash flow     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 nine months ended September 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 September 30,     As at December 31,  
  The amounts are expressed in CAD equivalents   2008     2007  
  United States dollars $  1,553,718   $  426,109  
  Chinese renminbi   291,687     259,859  
  Total financial assets $  1,845,405   $  685,968  
               
  United States dollars $  1,631,410   $  1,996,537  
  Chinese renminbi   1,232,990     1,408,867  
  Total financial liabilities $  2,864,400   $  3,405,404  



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

The following significant exchange rates applied during the period:

    2008 January – 2007 January –
    September December
  USD to CAD    
  United States dollars – closing rate 1.0642 1.0088
  United States dollars – average rate 1.0186 0.9304
       
  RMB to CAD    
  Chinese renminbi – closing rate 6.46 7.39
  Chinese renminbi – average rate 6.86 7.08

For the period ended September 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 $22,000.

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, the Company has no debt, other than routine accounts payable.

For the period ended September 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 nine months ended September 30, 2008
(Unaudited – Expressed in Canadian Dollars)

8.

RELATED PARTY BALANCES AND TRANSACTIONS


      September 30     December 31  
  Amounts due from (to) related parties   2008     2007  
   Hunter Dickinson Services Inc. (b) $  16,490   $  (141,323 )
   Tibet Bojing and Beijing Honglu (c)   (128,286 )    
   Dave Copeland/CEC Engineering(d)   (48,674 )   (36,458 )
   Jack Yang/Sundecin Enterprises Inc. (e)   (20,796 )   (27,371 )
   Dickson Hall & Associates Ltd. (f)   (20,144 )   (44,444 )
   Zhengxun Guo ()       443  
   Gerald Panneton       (66,267 )
   Qi Deng (g)   (26,615 )   (30,000 )
  $ (228,025 ) $  (345,420 )

      Three months ended     Nine months ended  
      September 30     September 30  
  Transactions:   2008     2007     2008     2007  
  Hunter Dickinson Services Inc. –                        
         reimbursement for third party expenses                        
         and services rendered (a) $  987,256   $  656,221   $  3,053,892   $  1,948,972  
  Tibet Bojing (c)   69,157     125,831     207,470     481,800  
  Beijing Honglu (c)   51,867     79,092     174,278     185,031  
  C.E.C. Engineering (d)   89,681     21,681     278,395     85,601  
  Sundecin Enterprise Inc. (e)   26,520     26,962     86,190     90,407  
  Dickson Hall & Associates Ltd. (f)   68,472     58,752     202,088     153,000  
  Qi Deng (g)   59,362     53,746     178,972     183,221  
  Zhengxun Guo (h)   16,978     14,967     51,592     48,585  
  Loan repayment to companies associated with a                        
         director of KMK (i)           532,100      

  (a)

Hunter Dickinson Services Inc. ("HDSI"), formerly named Hunter Dickinson Inc., is a private company owned equally by seven 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 September 30, 2008, the Company paid $69,157 (2007 – $125,831) and $51,867 (2007 – $79,092) 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 nine months ended September 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 September 30, 2008, the Company paid $89,681 (2007 – $21,681) 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.

     
  (e)

During the three months ended September 30, 2008, the Company paid $26,520 (2007 – $26,962) to Sundecin Enterprises Inc., a company controlled by a director of the Company, for consulting services.

     
  (f)

During the three months ended September 30, 2008, the Company paid $68,472 (2007 – $58,752) to Dickson Hall & Associates, a company controlled by an officer of the Company, for consulting services.

     
  (g)

During the three months ended September 30, 2008, the Company paid $59,362 (2007 – $53,746) 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 September 30, 2008, the Company paid $16,978 (2007 – $14,967) 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$500,000 is due on each of the next four anniversaries of the closing, which has been recorded as a liability. The payment due December 15, 2007, was delayed until early 2008, as the vendors were restructuring their banking affairs. This payment was made during the first quarter of 2008 on February 4, 2008. Accordingly, at September 30, 2008, US$ 500,000 ($532,100) is included in current liabilities and US$ 1,000,000 ($1,064,200) is presented as a long-term payable. This long-term payable is non-interest bearing and is unsecured.




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

9.

CONTINGENCIES AND COMMITMENTS


a)

Office leases

   

During the period, Tian Yuan signed a lease agreement for an office space in Beijing, China with a two-year lease term ending June 30, 2010. Tian Yuan also has another lease agreement for its offices in Tibet with a one-year lease term ending December 31, 2008. For Tian Yuan’s Beijing office, Tian Yuan pays base rent (110,000 Chinese Yuan per month) and property management fee (12,000 Chinese Yuan per month); For Tian Yuan’s Tibet offices, Tian Yuan pays based rent (9,000 Chinese Yuan per month) and its proportionate share of the operating costs. The obligation remaining under these leases are as follows:


  Beijing Tibet Total
2008 53,353 3,936 57,289
2009 213,412 213,412
2010 106,706 106,706
Total 373,471 3,936 377,407