1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

[   ]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

OR

[   ]  SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ______

COMMISSION FILE NUMBER: 0-013978

CONTINENTAL MINERALS CORPORATION
(Exact name of Registrant as specified in its charter)

British Columbia, Canada
(Jurisdiction of incorporation or organization)

Suite 1020, 800 West Pender Street
Vancouver, British Columbia, Canada, V6C 2V6
(Address of principal executive offices)

Securities registered or to be registered pursuant to section 12(b) of the Act:

Title of each Class	Name of each exchange on which registered
None	N/A

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

N/A
(Title of Class)

Number of outstanding shares of each of the issuer's classes of capital or common stock on December 31, 2009.

152,611,727 Common Shares Without Par Value; 12,483,916 Non Voting Redeemable Preferred Shares without par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[   ] Yes    [X] No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

[   ] Yes    [X] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes    [   ] No

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [   ] Accelerated filer [X] Non-accelerated filer [   ]

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP [   ] IFRS as issued by the IASB [   ] Other [X]

Indicate by check mark which financial statement item the registrant has elected to follow.

[X] Item 17    [   ] Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[   ] Yes    [X] No

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T A B L E   O F   C O N T E N T S

		Page
ITEM 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	3
ITEM 2	OFFER STATISTICS AND EXPECTED TIMETABLE	3
ITEM 3	KEY INFORMATION	3
ITEM 4	INFORMATION ON THE COMPANY	11
ITEM 4A	UNRESOLVED STAFF COMMENTS	27
ITEM 5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	27
ITEM 6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	32
ITEM 7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	43
ITEM 8	FINANCIAL INFORMATION	46
ITEM 9	THE OFFER AND LISTING	46
ITEM 10	ADDITIONAL INFORMATION	48
ITEM 11	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	59
ITEM 12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	60
ITEM 13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	60
ITEM 14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	60
ITEM 15	CONTROLS AND PROCEDURES	63
ITEM 16.	AUDIT COMMITTEE FINANCIAL EXPERT, CODE OF ETHICS, AND PRINCIPAL ACCOUNTANT FEES AND SERVICES.	64
ITEM 17	FINANCIAL STATEMENTS	65
ITEM 18	FINANCIAL STATEMENTS	65
ITEM 19	EXHIBITS	66

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GENERAL

In this Annual Report on Form 20-F, all references to "we", the "Company" or "Continental" refer to Continental Minerals Corporation and its consolidated subsidiaries.

The Company uses the Canadian dollar as its reporting currency. All references in this document to "dollars" or "$" are expressed in Canadian dollars, unless otherwise indicated. See also Item 3 – "Key Information" for more detailed currency and conversion information.

Except as noted, the information set forth in this Annual Report is as of April 20, 2010 and all information included in this document should only be considered correct as of such date.

GLOSSARY OF TERMS USED IN THIS ANNUAL REPORT ON FORM 20-F

Certain terms used herein are defined as follows:

arc	A complex of volcanic and plutonic igneous rocks that originally formed along a deep structural zone in the ocean floor near to the edge of a continent.
batholith	A large mass (greater than 100 square kilometers) of course grained plutonic igneous rock, formed at considerable depth but which is now exposed at surface.
diorite, granodiorite	Common coarse-grained igneous rocks of intermediate composition.
HQ	A size of drill core 6.35 centimeters in diameter.
hypogene mineralization	Mineralization formed by ascending mineral solutions, normal ore forming processes, and comprising common copper sulphide minerals. Metal recoveries from oxide and supergene material may be different from hypogene material, and may be processed or handled differently, using different reagents or blending.
metamorphic aureole	Metamorphism is change in a rock and its mineral components due to temperature and pressure conditions in the earth's crust, related to volcanic activity or mountain building processes. The aureole is the area surrounding this activity in which the rocks have been metamorphosed.
mineral reserve	Securities and Exchange Commission Industry Guide 7, "Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations", of the Securities and Exchange Commission defines a 'reserve' as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves consist of:
	(1) Proven (Measured) Reserves. Reserves for which: (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.
	(2) Probable (Indicated) Reserves. Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.
mineral resource	National Instrument 43-101, "Standards of Disclosure for Mineral Projects", of the Canadian Securities Administrators defines a "Mineral Resource" as a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.
	Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories. An Inferred Mineral Resource has a lower level of confidence than that applied to an Indicated Mineral Resource. An Indicated Mineral Resource has a higher level of confidence than an Inferred Mineral Resource but has a lower level of confidence than a Measured Mineral Resource.
	(1) Inferred Mineral Resource. An 'Inferred Mineral Resource' is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.

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	(2) Indicated Mineral Resource. An 'Indicated Mineral Resource' is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
	(3) Measured Mineral Resource. A 'Measured Mineral Resource' is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
	Industry Guide 7 does not define or recognize resources. As used in this Annual Report, "resources" are as defined in Canadian National Instrument 43-101.
mineral symbols	Au – Gold; Cu – Copper; Pb – Lead; Ag – Silver; Zn – Zinc; Mo – Molybdenum.
NQ	A size of drill core 4.76 centimeters in diameter.
oxide mineralization	Mineralization, usually near to the surface, that has reacted with the atmosphere resulting in minerals such as cuprite (Cu20).
porphyry deposit	A type of mineral deposit in which ore minerals are widely disseminated, generally of low grade but large tonnage.
PQ	A size of drill core 8.5 centimeters in diameter.
sulphide minerals	Pyrite and pyrrhotite (iron sulphides), chalcopyrite (copper sulphides), sphalerite (zinc sulphide), galena (lead sulphide), molybdenite (molybdenum sulphide).
supergene mineralization	Mineralization that has been enriched as result of near-surface oxidation.
veinlet-hosted	In this case, the metals of interest are contained within small veins, which are linear cracks or structures within the rocks.

Abbreviations and conversion of metric units into imperial equivalents is as follows:

Metric Units	Multiply by	Imperial Units
Hectares (ha)	2.471	= acres
meters (m)	3.281	= feet (ft)
kilometers (km)	0.621	= miles (mi, 5,280 feet)
grams (g)	0.032	= troy ounces (oz)
tonnes (t)	1.102	= short tons (2,000 lbs)
grams/tonne (g/t)	0.029	= troy ounces/ton (oz/ton)

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F contains statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements appear in a number of different places in this Annual Report and can be identified by words such as "estimates", "projects", "expects", "intends", "believes", "plans", or their negatives or other comparable words. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements.

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The statements, including the statements contained in Item 3D "Risk Factors", Item 4B "Business Overview", Item 5 "Operating and Financial Review and Prospects" and Item 11 "Quantitative and Qualitative Disclosures About Market Risk", are inherently subject to a variety of risks and uncertainties that could cause actual results, performance or achievements to differ significantly. Forward-looking statements include statements regarding the outlook for the Company's future operations, plans and timing for its mine development and exploration programs, statements about future market conditions, supply and demand conditions, forecasts of future costs and expenditures, the outcome of legal proceedings, and other expectations, intentions and plans that are not historical fact. You are cautioned that any such forward-looking statements are not guarantees and may involve risks and uncertainties. The Company's actual results may differ materially from those in the forward-looking statements due to risks facing the Company or due to actual facts differing from the assumptions underlying our predictions. Some of these risks and assumptions include:

• general economic and business conditions, especially investors' attitudes to resource exploration issuers and their willingness to fund them;

• prices of metals, costs associated with mineral exploration and mine development and other economic conditions;

• lack of exploration success;

• foreign and other investment law attitudes by Chinese government authorities, including changes in mining regulation;

The Company advises you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. The Company assumes no obligation to update its forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements. You should carefully review the cautionary statements and risk factors contained in this and other documents that the Company files from time to time with regulatory authorities, including the Securities and Exchange Commission.

ITEM 1               IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Information in this Item is not required in an Annual Report on Form 20-F.

ITEM 2               OFFER STATISTICS AND EXPECTED TIMETABLE

Information in this Item is not required in an Annual Report on Form 20-F.

ITEM 3               KEY INFORMATION

A.        Selected Financial Data

The following tables summarize selected financial data for Continental extracted from Continental's audited consolidated financial statements for the last five fiscal years ended December 31, 2009, 2008, 2007, 2006, and 2005.

Continental's annual financial statements have been audited by its current independent registered public accounting firm, KPMG LLP, Chartered Accountants. The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP"). Note 15 to the 2009 annual consolidated financial statements provides descriptions of the material measurement differences between Canadian GAAP and United States generally accepted accounting principles ("US GAAP") as they relate to Continental and reconciliation to US GAAP of Continental's consolidated financial statements.

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					As at December 31
Canadian GAAP					(Cdn$)
Balance Sheet Data		2009			2008			2007			2006			2005
Equipment	$	217,227		$	422,587		$	548,280		$	523,327		$	132,241
Mineral property interests		112,327,309			113,162,309			117,287,309			112,747,309			1,903,525
Total assets		137,037,311			130,298,991			151,756,440			116,101,170			6,454,587
Total liabilities		32,250,476			40,009,049			29,750,170			45,378,116			1,445,226
Working capital (deficit)		19,912,298			9,952,045			30,671,980			(13,863,633	)		3,918,474
Share capital		198,614,791			175,044,539			175,044,539			107,421,628			19,465,518
Deficit		(104,786,835	)		(94,271,931	)		(63,718,354	)		(41,717,265	)		(15,001,192	)
Number of common shares outstanding at year end		152,611,727			129,053,041			129,053,041			91,239,417			47,306,185

					Year ended December 31
Canadian GAAP					(Cdn$)
Statement of Operations Data		2009			2008		2007			2006		2005
Interest income	$	72,209		$	657,929	$	858,891		$	56,668	$	142,887
General and administrative expenses		5,367,596			5,693,551		5,095,661			4,672,632		1,641,857
Exploration expenditure		7,768,135			14,977,053		16,170,355			19,226,242		6,113,320
Stock-based compensation		2,900,460			1,932,249		2,541,488			2,610,538		815,321
Foreign exchange loss (gain)		(4,775,404	)		8,608,653		(1,988,158	)		263,329		153,176
Loss on extinguishment of debt		–			–		475,000			–		–
Loss for the year		11,188,578			30,553,577		21,435,455			26,716,073		8,580,787
Loss per common share		0.08			0.24		0.18			0.51		0.22

					As at December 31
US GAAP								(Cdn$)
Balance Sheet Data		2009			2008			2007			2006			2005
Total assets	$	150,551,197		$	143,812,877		$	165,270,326		$	129,615,056		$	19,968,473
Total liabilities		45,764,362			53,522,935			43,264,056			59,357,636			14,959,112
Share capital		218,994,628			195,424,376			195,424,376			127,801,465			39,845,355
Deficit		(125,120,093	)		(114,027,248	)		(83,495,248	)		(62,209,113	)		(35,723,338	)
Net assets		104,786,835			90,289,942			122,006,270			70,257,420			5,009,361
Shareholders' equity		104,786,835			90,289,942			122,006,270			70,257,420			5,009,361
Number of common shares outstanding at year end		152,611,727			129,053,041			129,053,041			91,239,417			47,306,185

					Year ended December 31
US GAAP					(Cdn$)
Statement of Operations Data		2009			2008		2007			2006		2005
Interest income	$	72,209		$	657,929	$	858,891		$	56,668	$	142,887
General and administrative		5,367,596			5,693,551		5,095,661			4,442,334		1,641,857
Exploration expenditure		7,768,135			14,977,053		16,170,355			19,226,242		6,113,320
Stock-based compensation		2,533,830			1,661,352		2,292,168			2,610,538		815,321
Foreign exchange loss (gain)		(4,775,404	)		8,608,653		(1,988,158	)		263,329		153,176
Loss on extinguishment of debt		–			–		575,000			–		–
Loss for the year		10,821,948			30,282,680		21,286,135			26,485,775		8,580,787
Loss per common share		0.08			0.23		0.18			0.50		0.22

A summary of the differences between Canadian generally accepted accounting principles and United States generally accepted accounting principles as they apply to the Company is provided in note 15 to the accompanying Exhibit 99.1.

The Company has not declared or paid any dividends since incorporation.

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Currency and Exchange Rates

On April 20, 2010, the exchange rate quoted by the Bank of Canada for the conversion of US dollars to Canadian dollars was US$1=Cdn$0.9986. The following tables set out the exchange rates, based on the Bank of Canada website for the conversion of US Dollars into Canadian Dollars. (http://www.bankofcanada.ca/en/rates/exchform.html)

				For year ended December 31
		2009		2008		2007		2006		2005
End of Period	$	1.0466	$	1.2246	$	0.9881	$	1.1654	$	1.1659
Average for the Period	$	1.1420	$	1.0660	$	1.0748	$	1.1341	$	1.2116
High for the Period	$	1.3000	$	1.2969	$	1.1853	$	1.1794	$	1.2555
Low for the Period	$	1.0292	$	0.9719	$	0.9170	$	1.0948	$	1.1610

	Monthly Low and High Exchange Rate
	Low	High
March 2010	$ 1.0113	$ 1.0421
February 2010	$ 1.0420	$ 1.0734
January 2010	$ 1.0251	$ 1.0657
December 2009	$ 1.0405	$ 1.0713
November 2009	$1.0460	$ 1.0774
October 2009	$ 1.0292	$ 1.0845
September 2009	$ 1.0613	$ 1.1065

Exchange rates are based upon the noon buying rate in foreign currencies as noted by the Bank of Canada.

B.        Capitalization and Indebtedness

This information is not required in an Annual Report on Form 20-F.

C.        Reasons for the Offer and Use of Proceeds

This information is not required in an Annual Report on Form 20-F.

D.        Risk Factors

An investment in the Company's common shares is highly speculative and subject to a number of risks. Only those persons who can bear the risk of the entire loss of their investment should participate. An investor should carefully consider the risks described below and the other information that the Company files with the Securities and Exchange Commission and with Canadian securities regulators before investing in the Company's common shares. The risks described below are not the only ones faced by the Company. Additional risks that the Company is aware of or that the Company currently believes are immaterial may become important factors that affect the Company's business. If any of the following risks occur, or if others occur, the Company's business, operating results and financial condition could be seriously harmed and the investor may lose all of his or her investment.

Investors should not place undue reliance on the Xietongmen feasibility study

The Xietongmen Feasibility Study was prepared to quantify the capital and operating cost parameters and to determine the project's likelihood of feasibility and optimal production rate. The capital and operating cost estimates which were used have been developed based on detailed capital cost to production level relationships.

The following are the principal risk factors and uncertainties which, in management's opinion, are likely to most directly affect the ultimate feasibility of the Xietongmen Project. Although final feasibility work has been done to confirm the mine design, mining methods and processing methods proposed in the Feasibility Study, construction and operation of the mine and processing facilities depend on securing a mining license and other permits on a timely basis.

Although costs, including design, procurement, construction and on-going operating costs and metal recoveries have been established at a level of detail required for a feasibility study, final costs could be materially different from those contained in the Feasibility Study. There can be no assurance that infrastructure facilities can be developed on a timely and cost-effective basis. Risks include the potential for significant increases in the cost of fuel and electricity.

The Feasibility Study assumes specified, long-term metal prices: US$1.50/lb for copper, US$500/oz for gold and US$8.50/oz for silver. The prices of these metals have historically been volatile, and the Company has no control or influence on these prices, which are determined in international markets. There can be no assurance that the prices of copper, gold and silver will remain at current levels or that they will not decline below the prices assumed in the Feasibility Study. Prices for copper, gold and silver have been below the price ranges assumed in Feasibility Study several times during the past ten years, and for extended periods of time.

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The project will require major financing, which will likely consist of a combination of debt and equity financing. There can be no assurance that debt and/or equity financing will be available on acceptable terms.

Other general risks include those typical of very large construction projects, including the general uncertainties inherent in determining and controlling engineering and construction costs, the need to comply with generally increasing environmental obligations, and the accommodation of local and community concerns.

Continental has included mineral resource and mineral reserve estimates that have been made in accordance with Canadian National Instrument 43-101. These estimates are classified as "measured resources" and "indicated resources" and "proven reserves" and "probable reserves". Continental advises investors that although the terms "measured resources" and "indicated resources" are recognized and are required by Canadian securities regulations, the U.S. Securities and Exchange Commission does not recognize these terms. In addition, the "proven reserves" and "probable reserves" may not conform to the definitions for those categories under Industry Guide 7.

All amounts of mineral resources are estimates only, and Continental cannot be certain that any specified level of recovery of metals from the mineralized material will in fact be realized. In addition, the quantity of mineral reserves and mineral resources may vary depending on, among other things, metal prices. Any material change in the quantity of mineralization, grade or stripping ratio, or metal prices may affect the economic viability of Continental's properties. In addition, Continental cannot be certain that metal recoveries obtained from small-scale laboratory tests will be duplicated in larger scale tests, under on-site conditions or during production.

Continental must continue to maintain the exploration licenses that comprise the Company's mineral properties in good standing in order to maintain its rights to continue the exploration and development of the Xietongmen property.

The Xietongmen Property is comprised of exploration licenses that have been granted under Chinese mining law. Continental must pay annual fees and incur prospecting expenditures in accordance with government regulations in order to maintain the licenses in good standing. Continental's failure to maintain the concessions that comprise the Xietongmen Property in good standing could cause it to lose its interest in these mineral properties, with the result that Continental would lose its rights to continue exploration and development of the Xietongmen Property.

Continental's exploration and development activities on the Xietongmen property may not be commercially successful, which could lead Continental to abandon its plans to develop the property and its investments in exploration and development.

Continental's long-term success depends on its ability to establish commercially recoverable quantities of ore on the Xietongmen Property that can then be developed into commercially viable mining operations. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labor.

The success of copper and gold exploration is determined in part by the following factors:

• the identification of potential copper and gold mineralization based on superficial analysis;

• availability of government-granted exploration and mining permits;

• the quality of management and geological and technical expertise; and

• the availability of capital for construction and exploration.

Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. Continental may invest significant capital and resources in exploration activities and abandon such investments if it is unable to identify commercially exploitable mineral reserves. The decision to abandon a project may reduce the trading price of Continental's common shares and impair Continental's ability to raise future financing.

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Continental cannot provide any assurance to investors that it will discover or acquire any mineralized material in sufficient quantities on any of its properties to justify commercial operations. Further, Continental will not be able to recover the funds that it spends on exploration and development if it is not able to build and operate a successful mine on the Xietongmen Property.

As Continental has no history of earnings and no foreseeable earnings, Continental may never achieve profitability or pay dividends.

Continental has a long history of losses and there can be no assurance that Continental will ever be profitable. Continental has paid no dividends on its shares since incorporation. Continental presently has no ability to generate earnings as its mineral properties are in the development and exploration stages. If Continental is successful in developing the Xietongmen Property, Continental anticipates that it will retain future earnings and other cash resources for the future operation and development of its business. Continental does not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends is solely at the discretion of Continental's board of directors, which will take into account many factors including Continental's operating results, financial condition and anticipated cash needs. For these reasons, Continental may never achieve profitability or pay dividends.

Continental's consolidated financial statements have been prepared assuming Continental will continue on a going concern basis, but there can be no assurance that Continental will continue as a going concern.

Continental's consolidated financial statements have been prepared on the basis that Continental will continue as a going concern. At December 31, 2009, Continental had a working capital of approximately $20 million, compared to a working capital of $10 million as at December 31, 2008. Gross proceeds of $25 million were raised in 2009 from a private placement financing. The total expenditures for 2009, excluding non-cash items such as stock-based compensation, amortization, foreign exchange and loss on extinguishment of the convertible debt, amounted to approximately $13 million. The ability of the Company to carry out its planned business objectives depends on its ability to raise adequate financing from lenders, shareholders and other investors. There can be no assurances that Continental will continue to obtain additional financial resources and/or achieve profitability or positive cash flows. If Continental is unable to obtain adequate additional financing, Continental will be required to curtail operations and mine development and exploration activities. Furthermore, failure to continue as a going concern would require that Continental's assets and liabilities be restated on a liquidation basis which would differ significantly from the going concern basis.

Continental will require significant additional financing in order to construct a mining operation at the Xietongmen property.

Continental will need to raise additional financing to construct a mining operation at the Xietongmen Property. Continental will have to seek additional funds through public and private share offerings, arrangements with corporate partners, or debt financing. There can be no assurance that Continental will be successful in its efforts to raise these required funds, or on terms satisfactory to it. Further, there is no assurance that the framework agreement entered into with Jinchuan will result in project financing for a mine on the Xietongmen property. The development of Continental's business will depend upon Continental's ability to ultimately develop positive cash flow from operations and reach profitable operations. Continental currently is in the exploration and mine development stage and has no revenue from operations and is experiencing significant negative cash flow. Accordingly, the only other sources of funds presently available to Continental are through the sale of equity and the issuance of debt capital. Alternatively, Continental may finance its business by offering an interest in its mineral properties to be earned by another party or parties carrying out further exploration and development thereof, or to obtain project or operating financing from financial institutions. If Continental is unable to obtain the necessary financing, Continental will not be able to continue its development activities and the construction of a mine at the Xietongmen Property.

If prices for copper, gold and silver decline, Continental may not be able to raise the additional financing required to fund its development activities for the Xietongmen property.

The ability of Continental to raise financing for the development of the Xietongmen Property will be significantly affected by changes in the market price of the metals for which it mines or explores. The prices of copper, gold and silver are volatile, and are affected by numerous factors beyond Continental's control. The level of interest rates, the rate of inflation, the world supplies of and demands for copper, gold and silver and the stability of exchange rates can all cause fluctuations in these prices. Such external economic factors are influenced by changes in international investment patterns and monetary systems and political developments. The prices of copper, gold and silver have fluctuated in recent years, and future significant price declines could cause investors to be unprepared to finance exploration and/or development of copper, gold and silver properties, with the result that Continental may not have sufficient financing with which to fund its development activities. In this event, Continental may not be able to carry out planned development activities and construction of a mine at the Xietongmen Property with the result that Continental may have to curtail its plan of operations.

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The exercise of outstanding options issued by Continental will result in the issuance by Continental of additional common shares and the unrestricted resale of these additional common shares may have a depressing effect on the current trading price of Continental's common shares.

At April 20, 2010, there were approximately 12 million share purchase options of Continental outstanding. Dilutive securities represent approximately 8% of Continental's issued shares as at April 20, 2010.

The market price of Continental's common shares is highly volatile and could cause a loss to investors.

The market price of a publicly traded stock, especially a resource issuer like Continental, is affected by many variables in addition to those directly related to exploration successes or failures. Such factors include the general condition of the market for resource stocks, the strength of the economy, the availability and attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of Continental's common shares suggests Continental's shares will continue to be volatile. Therefore, investors could suffer significant losses if Continental's shares are depressed or illiquid when an investor seeks liquidity and needs to sell Continental shares.

Continental competes with larger, better capitalized competitors in the mining industry.

The mining industry is competitive in all of its phases, including financing, technical resources, personnel and property acquisition. It requires significant capital, technical resources, personnel and operational experience to effectively compete in the mining industry. Because of the high costs associated with exploration, the expertise required to analyze a project's potential and the capital required to develop a mine, larger companies with significant resources may have a competitive advantage over Continental. Continental faces strong competition from other mining companies, some with greater financial resources, operational experience and technical capabilities than Continental does. As a result of this competition, Continental may be unable to maintain or acquire financing, personnel, technical resources or attractive mining properties on terms Continental considers acceptable or at all.

Continental is subject to many risks that are not insurable and, as a result, Continental will not be able to recover losses through insurance should such risks occur.

Hazards such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and development. Continental may become subject to liability for pollution, cave-ins or hazards against which it cannot insure. The payment of such liabilities would result in increases in Continental's operating expenses which may, in turn, have a material adverse effect on Continental's financial position and its results of operations. Although Continental maintains liability insurance in an amount which it considers adequate, the nature of these risks is such that the liabilities might exceed policy limits, the liabilities and hazards might not be insurable against, or Continental might not elect to insure itself against such liabilities due to high premium costs or other reasons, in which event Continental could incur significant liabilities and costs that could materially increase Continental's operating expenses.

Continental may lose the ability to continue development of the Xietongmen property in the event that it does not own valid title to its mineral claims.

Continental owns a 100% interest in mineral claims that comprise the Xietongmen Property. Continental's ownership of these minerals should not be construed as a guarantee that title to such interests will not be challenged or impugned. The mineral claims may be subject to prior unregistered agreements or transfers or indigenous land claims, and title may also be affected by undetected defects. If Continental does not have valid title to its mineral claims, then it may lose the rights to continue development of the Xietongmen Property.

The Company's exploration and development activities are conducted in the People's Republic of China ("PRC" or "China"). As such, the Company's operations are exposed to various levels of political, economic and other risks and uncertainties associated with doing business in the PRC.

These risks and uncertainties include, but are not limited to, currency exchange rates; renegotiation or the nullification of existing concessions, licenses, permits and contracts; changes in taxation policies; restrictions on foreign exchange; possible corruption; changing political conditions; a developing legal system; currency controls; and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ residents of, or purchase supplies from, a particular jurisdiction or ethnic group.

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Changes in investment policies or shifts in political attitude in the PRC may adversely affect the Company's operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, state ownership, restrictions on investment, production, and land use, price controls, foreign investment, currency remittance, income taxes, and environmental legislation.

Central and local governments exercise a substantial degree of influence over industries in the PRC.

The PRC legal system is a system based on written statutes that may be at times incomplete or ambiguous. They are interpreted by the Supreme People's Court. Prior court decisions may be cited for reference, but they may have limited precedent value. Since 1979, the PRC Government has been developing a comprehensive system of commercial laws, and considerable progress has been made in introducing laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation, and trade. However, because these laws and regulations are relatively new, and because of the limited volume of published cases and their non-binding nature, interpretation and enforcement of these laws and regulations involve uncertainties. In addition, many judges in the PRC take a pragmatic view of the law and seek to resolve problems without necessarily enforcing the legal rights of the aggrieved parties. As the PRC legal system develops, changes in such laws and regulations, their interpretation, or their enforcement, may have a material adverse effect on Continental.

The occurrence of these factors and uncertainties cannot be accurately predicted and could have an adverse effect on the Company's operations or profitability.

Political instability and uncertainty in Tibet could increase the cost to Continental of carrying out its plan of operations, delay its development activities and make it more difficult for Continental to obtain additional financing.

The majority of Continental's operations, and its most significant mineral property interest, are located in Tibet. Operating in a foreign country, including the PRC, usually involves great uncertainties relating to political and economic matters. Political uncertainty may result in unexpected changes in government legislation and policy. These changes in legislation and policy may include changes that impact on Continental's ownership of the Xietongmen Property and its ability to continue development of the Xietongmen Property. Such uncertainty may cause Continental to delay its plan of operations or decrease the willingness of investors to provide financing to Continental. Accordingly, changes in legislation and policy could result in the increase of the costs to develop the Xietongmen Property and could delay these activities.

Changes in government legislation in China could affect Continental's development of the Xietongmen property and could preclude Continental from continuing to develop the Xietongmen property.

Continental is required to carry out its development activities in accordance with Chinese state and local legislation and regulations. Continental is conducting its exploration and development activities on the Xietongmen Property in compliance with current applicable mining permit and exploration requirements. Changes in government legislation and regulations, including changes in environmental regulations or land claims, or the adoption of new legislation governing mining operations, ownership of mineral properties or environmental protection could increase the cost to Continental of conducting its development of the Xietongmen Property or could preclude Continental from proceeding with its development activities. It is not possible to assess with any certainty the potential impact of such possible future regulation.

The adoption of stricter environmental legislation governing the Xietongmen property could increase the costs to Continental of developing the Xietongmen property and could delay these activities.

Continental must comply with applicable environmental legislation in carrying out its development of the Xietongmen Property. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Changes in environmental legislation and regulations could increase the cost to Continental of carrying out its development of the Xietongmen Property. Further, compliance with stricter environmental legislation and regulations may result in delays to Continental's development activities.

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As Continental conducts its Chinese activities through foreign subsidiaries, any limitation imposed by any government or legislation on the transfer of assets and cash between Continental and its subsidiaries could restrict Continental's ability to fund its operations efficiently.

Continental conducts its operations through foreign subsidiaries and substantially all of its assets, other than cash, are held in such entities. Accordingly, any limitation on the transfer of cash or other assets between the parent company and such entities, or among such entities, could restrict Continental's ability to fund its operations efficiently. Any such limitations, or the perception that such limitations may exist in the future, could have an adverse impact upon Continental's valuation and stock price.

If Continental loses the services of the independent contractors that it engages to undertake its exploration and development activities, then Continental's plan of operations may be delayed or be more expensive to undertake than anticipated.

Continental's success depends to a significant extent on the performance and continued service of certain independent contractors, including Hunter Dickinson Services Inc. ("HDSI"). The Company has access to the full resources of HDSI, an experienced exploration and development firm with in-house geologists, engineers and environmental specialists, to assist in its technical review of the various opportunities. However, the Company does not have the right to require HDSI to bring to the Company all corporate opportunities that come to HDSI's attention. Continental has contracted the services of professional drillers and other contractors for exploration, environmental, construction and engineering services. Poor performance by such contractors or the loss of such services could result in the development activities planned to be undertaken by Continental being delayed or being more expensive to undertake than anticipated.

If Continental's directors cause it to enter into transactions in which its officers and/or directors have an interest, Continental may enter into transactions that are on less favorable terms than would be negotiated with an arm's length party.

Most directors of Continental also serve as directors of other similar companies involved in natural resource development. Accordingly, it may occur that properties will be offered to both Continental and such other companies. Furthermore, those other companies may participate in the same properties as those in which Continental has an interest. As a result, there may be situations which involve a conflict of interest. In that event, the directors would not be entitled to vote at meetings of directors which evoke any such conflict. The directors will attempt to avoid dealing with such other companies in situations where conflicts might arise and will at all times use their best efforts to act in the best interests of Continental. If Continental's directors cause it to enter into transactions in which its officers and/or directors have an interest, Continental may enter into transactions that are on less favorable terms than would be negotiated with an arm's length party.

Penny stock classification could affect the marketability of the Company's common stock and shareholders could find it difficult to sell their stock.

The Company's stock may be subject to "penny stock" rules as defined in Securities and Exchange Act of 1934 rule 3a51-1. The Securities and Exchange Commission has adopted rules which regulate broker-dealer practices in connection with transactions in penny stocks. The Company's common shares may be subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities. Penny stocks generally are equity securities with a price of less than US$5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.

Further, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Company's common shares in the United States and shareholders may find it more difficult to sell their shares.

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Fluctuations of foreign currency could have a negative impact on Continental.

The Company's cash reserves and expenditures may be significantly affected by changes in the Canadian dollar to Chinese renminbi exchange rate. The Chinese renminbi to US dollar rate is a floating exchange rate and the fluctuations may have adverse consequences to Continental. The Canadian dollar/US dollar exchange rate has varied significantly over the last several years.

Likely PFIC status has consequences for U.S. investors.

Shareholders who are U.S. taxpayers should be aware that Continental expects to be a passive foreign investment company ("PFIC") for the current fiscal year, may also have been a PFIC in prior years and may also be a PFIC in subsequent years. If Continental is a PFIC for any year during a U.S. taxpayer's holding period, then such U.S. taxpayer generally will be required to treat any so-called "excess distribution" received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the shares of Continental. In certain circumstances, the sum of the tax and the interest charge may exceed the amount of the excess distribution received, or the amount of proceeds on disposition realized, by the taxpayer. A U.S. taxpayer who makes a QEF election generally must report on a current basis its share of Continental's net capital gain and ordinary earnings for any year in which Continental is a PFIC, whether or not Continental distributes any amounts to its shareholders. A U.S. taxpayer who makes the mark-to-market election, generally, must include as ordinary income in each year, the excess of the fair market value of the common shares over the taxpayer's tax basis therein.

ITEM 4               INFORMATION ON THE COMPANY

A.           History and Development of the Company

Incorporation

Continental Minerals Corporation (herein referred to as "we", the "Company", or "Continental") was incorporated under the laws of the Province of British Columbia, Canada on February 7, 1962. The Company continues to subsist under and is governed by the laws of the Province of British Columbia, Canada.

Principal Offices

Continental's principal business office is located at 1020 – 800 West Pender Street, Vancouver, British Columbia V6C 2V6. The telephone number of Continental's principal business office is (604) 684-6365.

Overview

The Company is engaged in the acquisition, exploration and development of properties located in the Tibet Autonomous Region of the People's Republic of China (the "PRC"). The Company is the current owner of a 100% interest in the Xietongmen Property in the PRC which is comprised of the Xiongcun and Laze exploration licenses (see Table 1 Exploration Licenses).

Continental acquired the right to earn an interest in the Xietongmen Property in 2004. At that time and until completion of merger with Great China, the Xietongmen Property was comprised only of the Xiongcun exploration license. Continental completed exploration programs on the Xietongmen Property in 2005, 2006 and 2007. Continental earned an initial 50% interest in the Xietongmen Property pursuant to an option agreement between Continental and Great China Mining Inc. ("GCMI") in December 2005. Continental increased its interest to 60% in early 2006. Continental acquired 100% ownership of the Xietongmen Property in December 2006 when it acquired GCMI in a merger transaction (the "Merger"). Continental completed an initial feasibility study in mid 2007 to evaluate the commercial development of a mine on the Xietongmen Property for the production of copper and gold.

Continental's exploration activities are conducted in the PRC, and the Company is administered from British Columbia pursuant to a management services agreement between Continental and Hunter Dickinson Services Inc. ("HDSI"). HDSI provides both cost and expertise advantages to the companies with which it contracts services through access to a shared multidisciplinary team of mining and financial professionals, as described in greater detail below under "Business Overview – Association with Hunter Dickinson Services Inc.". This includes management capability, geological, engineering and environmental expertise, financial acumen, and administrative and support services. During 2009, HDSI provided its services to Continental and the other public companies that then owned it on a full cost recovery basis, without profit to HDSI.

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Acquisition of the Xietongmen Property

In December 2004, the Company reached a formal agreement (the "Option Agreement") with GCMI, pursuant to which the Company had acquired the right to earn up to a 60% interest in the Xietongmen copper-gold property via the acquisition of shares of Highland Mining Inc. ("Highland"). Highland is the British Virgin Islands parent company of Tibet Tian Yuan Minerals Exploration Ltd. ("Tian Yuan"), a "wholly foreign-owned enterprise" in PRC that owns 100% of the Xietongmen Property.

In December 2005, the Company earned an initial 50% interest in Highland by making option payments totaling US$2 million, and funding US$5 million in exploration work on the Xietongmen Property. The Company then increased its interest in Highland to 60% (the "Second Option") by funding a further US$3 million in exploration expenditures on the Project within the ensuing year. The Company had completed its obligations under the Second Option on July 1, 2006.

In April 2006, the Company announced that it had entered into agreements with shareholders holding approximately 67% of GCMI's common shares, who agreed to support a merger whereby GCMI shares would be exchanged for Continental shares on an agreed ratio (the "Merger"). As part of the Merger, the Company would also acquire three mineral property interests from a director and principal shareholder of GCMI, totaling approximately 109 square kilometers, surrounding the Xiongcun exploration license that previously defined the Xietongmen Property. These properties were the Donggapu and Zemodoula properties and the Banongla exploration license. Donggapu, Zemodoula and Banongla have subsequently been combined into the Laze License shown in Table 1. The Merger was completed on December 15, 2006. The GCMI shares were exchanged for approximately 36 million common shares of the Company, along with the issuance of options and the payment of associated costs. The related properties were acquired by issuing 1.5 million units (consisting of one share and one warrant) of the Company, together with cash payments totaling US$3.25 million. Continental now owns 100% of Highland, which owns 100% of Tian Yuan.

Details of the Merger Agreement

The Merger and the related transactions were completed on December 15, 2006. Upon completion of the Merger and the related transactions:

• a newly incorporated corporation was merged with GCMI, with the surviving Nevada corporation continuing as a wholly owned subsidiary of Continental under the name "Great China Mining Inc.";

• Continental issued 36,110,384 common shares in exchange for all of the common shares of GCMI based on an exchange ratio of 0.1138392 Continental common shares for each share of GCMI common stock;

• Continental increased its board of directors to eleven members, and appointed to it three GCMI nominees. Two of these nominees are Messrs. Zhi Wang and Jie (Jack) Yang, both of whom previously served as directors of GCMI;

• Continental increased its ownership of the Xietongmen property to 100% as a result of the completion of the Merger;

• Continental issued an aggregate of 1.5 million units and paid a total of $3,250,000 for the acquisition of the Donggapu, Zemoduola and Banongla properties, as described below under "Acquisition of the Surrounding Properties"; and

• Continental issued 2.5 million units to Mr. Zhi Wang pursuant to the Post-Merger Agreement, as described in greater detail below under "Post-Merger Agreement with Mr. Zhi Wang".

Acquisition of the Surrounding Properties

Concurrent with the completion of the Merger and as contemplated in the Merger Agreement, Continental acquired the exploration rights for the Donggapu, Zemoduola and Banongla properties, which total 109 square kilometers and surround the Xietongmen Property. GCMI held rights to earn interests in these three properties pursuant to property option and lease agreements.

The consideration paid for the three mineral properties included 1.5 million units of Continental with each unit consisting of one Continental common share and one two year warrant exercisable at Cdn$1.59, and cash of US$3,250,000. This $3,250,000 cash was payable as to US$1,250,000 on closing of the Merger (paid) and the balance in four annual installments of US$500,000. To December 31, 2009, only US$500,000 remained outstanding in respect of this cash component.

Post-Merger Agreement with Mr. Zhi Wang

Mr. Zhi Wang, the chairman, a director and the principal shareholder of GCMI, entered into a Post-Merger Agreement with Continental concurrent with the execution of the Merger Agreement. In accordance with the Post-Merger Agreement, Mr. Wang agreed to be a consultant to Continental in order to make liaison with the appropriate mining and other regulatory authorities on Continental's behalf in order to expedite obtaining all necessary mining permits prior to March 31, 2010, subject to extension for delay resulting from circumstances for which Continental is solely responsible or by reason of force majeure. Provided Mr. Wang materially contributed to obtaining the mining permits as set out above, he, or such person as he nominates, was to receive as compensation 2.5 million units of Continental, with each unit consisting of one share and one warrant exercisable at Cdn$1.59 per share for a period of one year after receipt of the permits. In the Post-Merger Agreement, Mr. Wang confirmed that he did not have any direct or indirect interest in any other mineral properties within an area of influence of ten kilometers of the perimeter of the Xietongmen Property and agreed that should he acquire such an interest within five years, he is to give notice to Continental and offer the rights to Continental at his cost.

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The terms of this agreement had not been completed by March 31, 2010.

Prior Interest in Harmony Gold Property

Continental was engaged in the exploration of the Harmony Gold Property, a gold project in British Columbia, during the 1970's and 1980's. During 2001, Continental completed an arrangement agreement (the "Arrangement") whereby Continental transferred its principal mineral property interest for the previous 20 years, the Harmony Gold Property, to Gibraltar Mines Ltd. ("Gibraltar"), a subsidiary of publicly-listed Taseko Mines Limited ("Taseko"), a company with certain directors in common. The primary consideration for this transfer was the receipt of the tracking preferred shares of Taseko's subsidiary Gibraltar which are held as a Continental asset but in respect of which the holders of Continental's issued preferred shares have sole entitlement.

Under the terms of the arrangement agreement, among other things, the Company (a) transferred its interest in its Harmony Gold Property to Gibraltar for $2.23 million cash and 12,483,916 series A non-voting redeemable preferred shares in the capital of Gibraltar (these shares are redeemable into common shares of Taseko in certain events), and (b) reorganized its share capital so that each common shareholder of the Company immediately prior to completion of the arrangement received in exchange for each ten common shares, one new common share of the Company plus ten non-voting, redeemable preferred shares of the Company. The preferred shares issued by Continental have first priority (after any Continental creditors) to the benefits received by Continental, if any, from redemption of the Gibraltar preferred shares for Taseko shares.

Gibraltar is obligated to redeem the series A preferred shares under certain conditions, primarily on the sale of all or substantially all (80%) of the Harmony Gold Property (excluding options or joint ventures which do not result in the certain or immediate transfer of 80% of Gibraltar's interest in the Harmony Gold Property), or upon the commencement of commercial production at the Harmony Gold Property (referred to herein collectively as an "HP Realization Event"). Upon the occurrence of an HP Realization Event, Gibraltar must redeem Gibraltar preferred shares by distributing that number of Taseko common shares ("Taseko Shares") equal to the paid-up amount (as adjusted) divided by an annually escalating price per Taseko Share, which will vary dependent on the timing of such HP Realization Event. As of the date of this Annual Report, the conversion rate was $5.64 per Taseko Share.

Capital Expenditures

Continental has not made any material capital expenditures or divestitures in any of the last three financial years as its activities on the Xietongmen Property are presently in the exploration and mine development stage.

Takeovers

Continental is not aware of any public takeover offers by third parties in respect of Continental's common shares which have occurred during the last three financial years.

B.           Business Overview

Continental (and its predecessor companies) has been in the natural resource exploration business since its incorporation. The Company's principal business activities are the acquisition, exploration and, if warranted, development of mineral properties. The Company is presently focused on exploration and development of the Xietongmen Property.

Milestones

The key milestones in the Company's exploration of the Xietongmen Property are as follows:

• In December 2004, the Company acquired options to earn up to a 60% interest in Highland;

• In 2005, Continental undertook its initial exploration program for the Xietongmen Property and completed the drilling of 63 holes with an aggregate of 21,333 meters;

• In December 2005, the Company earned its initial 50% interest in Highland;

• In 2006, the Company undertook its second exploration program on the Xietongmen Property and completed the drilling of 220 holes with an aggregate of 55,562 meters;

• In early 2006, the Company earned an additional 10% of the common shares of Highland;

• In December 2006, the Company completed its acquisition of the full 100% interest in the Xietongmen Property through the completion of the Merger and the related transactions;

• In January 2007, the Company entered into the framework agreement with Jinchuan Group Ltd., as described below under "Jinchuan Framework Agreement";

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• In February 2007, Aker Kvaerner, as consultant to Continental, completed its technical report on the Xietongmen Property which was prepared by Ian R. Chisholm, P. Eng. The purpose of the report was to review and audit Continental's geology and resource estimation procedures as part of feasibility studies being undertaken by Continental on the Xietongmen Property;

• In March 2007, the Company commenced a drilling program on the Newtongmen discovery at the Xietongmen Property. In combination with two holes drilled in 2006, , approximately 16,000 meters of drilling has been completed at the Newtongmen deposit;

• In August 2007, Aker Kvaerner E&C ("Aker Kvaerner"), as consultant to Continental, completed its technical report on the Xietongmen Property which was prepared by Graham Holmes, P. Eng., as well as Patrice Live, Eng., of BBA Inc and Lawrence Melis, P.Eng., of Melis Engineering Ltd. The purpose of the report was to summarize the results of feasibility studies on the Xietongmen deposit. Additional details are provided below under "Property Plant and Equipment – Feasibility Studies";

• In December, 2007, the PRC environmental assessment report was approved. An international Environmental and Socioeconomic Impact Assessment ("ESIA"), compliant with International Finance Corporation Standards has been undertaken concurrently;

• In June 2008, the reclamation report for the project was completed;

• In August 2008, the Company engaged Standard Bank plc and the Industrial Commercial Bank of China as Underwriters and Mandated Lead Arrangers for the project debt facility for the development of the Xietongmen Project;

• In 2009, the Company advanced basic and detailed engineering work, incorporating data from the prior year's engineering field programs;

• In May 2009, the Company issued an estimate of mineral resources at the Newtongmen deposit by G. Mosher of Wardrop Engineering ("Wardrop"). Newtongmen is the second deposit on the Xietongmen property (see Tables 4a and 4b below);

• In October 2009, the Company entered into an agreement for $25 million private placement with Zijin Mining Group Co. Ltd. ("Zijin Mining").

Current Activities

In 2009, the Company's main work programs were directed toward completion of permitting and preparations for mine development at Xietongmen.

In 2010, the main work programs will be directed toward completion of outstanding basic engineering and permitting, and planning for start of early construction activities at Xietongmen once permits have been received.

Other Agreements

Jinchuan Framework Agreement

In 2007, Continental entered into a framework agreement (the "Agreement") with Jinchuan Group Ltd. ("Jinchuan") for equity financing, capital financing, concentrate off-take and other mine building support for the Xietongmen project. Jinchuan is a Chinese corporation engaged in engineering, manufacturing, construction, mining, processing and smelting of nickel, copper and other metals.

Pursuant to the Agreement, Jinchuan agreed, among other things, to purchase 10,000,000 units (the "Units") of the Company, at a price of $1.80 per Unit, for gross proceeds to Continental of $18,000,000. Each Unit consisted of one common share in the capital of Continental and 0.8 common share purchase warrant. In November 2007, Jinchuan exercised these warrants in their entirety at a price of $2.25 per share for net proceeds to the Company of $18 million.

Jinchuan has also agreed to provide other key support to the Xietongmen Project, including assistance in (1) arranging up to 60% of the required capital financing for the development of a mine in the form of debt; (2) contributing 30% of required capital financing (net of any equity subscriptions) for the Xietongmen Project in the form of debt and/or equity; and (3) providing other support to the Project, including assistance with design engineering, training, maintenance and other technical aspects, as well as sales of mineral products.

The parties have entered into a life-of-mine concentrate off-take arrangement in connection with a future mine at Xietongmen.

Association with Hunter Dickinson Services Inc.

HDSI is a service-provider corporation which has been providing geological, engineering and administration services for over 20 years to companies that are exploring, developing and producing from mineral properties. During 2009, HDSI was owned by several public resource companies, one of which was Continental.

As an umbrella organization, HDSI provides both cost and expertise advantages to the companies through access to a shared multidisciplinary team of mining and financial professionals. This includes:

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management capability, geological, engineering and environmental expertise, financial acumen, and administrative and support services. In addition, HDSI organizes and shares leased premises and office and technical equipment for staff to perform their duties. As of February 1 2010, HDSI employed or retained on a substantially full-time basis, 20 geoscientists, of which 12 are professional geologists (P.Geo.); an engineering staff of 9, of which 6 are professional mining, mechanical or geological engineers (P.Eng.), 20 accountants and approximately 51 other management, administrative or support personnel.

During 2009, HDSI resources were made available on an as-needed basis, at cost. Therefore, each public company pays only for the services it uses. In addition, HDSI as a representative of the group has contacts in financial markets, primarily in North America, Europe and Asia.

Continental's business relationship with HDSI consists of utilizing the services described above pursuant to a Corporate Services Agreement with Hunter Dickinson Services Inc. (the "Geological, Management and Administration Services Agreement"). Because of cross membership of many of the boards within the group, certain members of management and the board of directors of Continental are also members of the board of HDSI.

HDSI's arrangements are also flexible enough that it is able to defer collection of monthly service invoices and on occasion, where surplus funds are available to HDSI, make short term advances to members of the group. Continental has been, but is not currently, indebted to HDSI. The Services Agreement can be terminated by either party on 60 days notice.

Mining In China - An Overview

Currency

The current monetary unit in China is the Renminbi ("RMB"). At December 31, 2009, the exchange rate was 6.52 RMB per Canadian Dollar.

Outward Remittance of Funds to Foreign Investors

The Company's active Chinese subsidiary, Tibet Tian Yuan Minerals Exploration Ltd. ("Tian Yuan"), which holds all the mineral properties, is a "Wholly Foreign Owned Enterprise" ("WFOE") under PRC law. Together with Sino-foreign joint ventures, a WFOE is a common form of foreign investment enterprise doing business in China. A WFOE is a limited liability company in which foreign (ie, non-Chinese) investors own all the equity interests in the company and no Chinese investors have any direct ownership. Consequently, the owner of Tian Yuan, Continental Minerals Corporation, ultimately has full control over the management and operation of Tian Yuan.

China has a set of regulations relating to outward remittance to foreign investors of their share of profits and final repatriation of their investments in foreign currency by the foreign invested enterprises. Subject to payment of applicable taxes on profits, payment of the required capital contribution and meeting the applicable requirements of these regulations, the foreign investment enterprise may remit out of China, in foreign currency, the foreign investor's share of the distributable profits or dividends. Remittance by a foreign invested enterprise of some other amounts (including, for instance, proceeds of sale arising from a disposal by the foreign investor of any of its investment in China and a foreign investor's share of distributable income derived from the assets of the foreign invested enterprise after its liquidation) out of China is subject to the approval of the State Administration of Foreign Exchange or its local branch office. There can be no assurance that additional restrictions on the repatriation of earnings in China will not be imposed in the future.

The usual way for a foreign company to invest into China has typically been in the form of a joint venture, which requires a domestic Chinese partner. The risk is that such a partner may be able to exercise a veto or to exert an influence on the operations and management of the company greater than its proportionate share would suggest. Tian Yuan has no such domestic Chinese partner, and accordingly, no such restrictions on its ability to conduct its affairs in China as management of the company sees fit (other than, of course, normal business laws which all companies are subject to).

Pursuant to applicable regulations in the PRC, a WFOE is required to make appropriations to the reserve fund and the employee bonus and welfare fund, based on after-tax net income determined in accordance with generally accepted accounting principles in the PRC ("PRC GAAP"). Appropriations to the reserve fund should be not less than 10% of the after tax net income determined in accordance with PRC GAAP until the reserve fund is equal to 50% of a WFOE's registered capital. Such appropriations occur in priority to any proposed distribution by Tian Yuan. The registered capital of Tian Yuan is currently authorized at US$30 million.

Under the current rules a foreign company doing business in the PRC must open a "current account" and a "capital account". The current account is to be used for day-to-day business transactions and the capital account is to be used for inflows and outflows of loans and contributed capital funds.

The PRC permits outflows of current account items, including the payment of interest on foreign-source debt and dividends from after-tax profits. Required documentation for remittance abroad includes documentation to show that all income and business taxes have been properly paid, before such funds may be remitted overseas.

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Repayments of principal and repatriation of contributed capital are considered capital account items, and require the approval of the State Administration for Foreign Exchange ("SAFE") pursuant to the PRC's foreign exchange controls regime.

Although approvals are required for the repatriation of contributed capital and loan principal, these restrictions are primarily for the purposes of the SAFE to ensure proper execution of China's foreign exchange controls regime and to ensure that proper taxes have been paid.

Environmental Law

In March 1994, the Chinese government adopted and promulgated China's Agenda 21 - White Paper on China's Population, Environment and Development in the 21st Century. This document puts forward China's overall strategy, measures and program of action for sustainable development. The Environmental Protection Law of the People's Republic of China has established the basic principles for balancing environmental protection with economic and social development and defines the rights and duties of governments of all levels and of all individuals and corporations regarding environmental protection. China has enacted and promulgated many special laws governing environmental protection, including the Law on the Prevention and Control of Water Pollution, the Law on the Prevention and Control of Air Pollution and the Law on the Prevention and Control of Environmental Pollution by Solid Waste. In addition, the Chinese government has enacted more than 30 administrative decrees regarding environmental protection.

Mineral exploration and development must be carried out in compliance with all environmental legislation and regulations and an environmental impact assessment report must be filed when applying for the establishment of a mineral exploration or mining corporation and when applying for a mining permit. An environmental impact assessment must be completed by a qualified Chinese entity and the environmental impact assessment report must be approved by the provincial or state environmental protection agency.

Mining Law

Natural resources in China are the property of the State. A new Mineral Resources Law of the People's Republic of China came into force on January 1, 1997. The Ministry of Land and Resources ("MOLAR") has central control over all mineral resources in China. MOLAR and the departments of land and resources ("DOLAR") at the provincial and county level are responsible for issuing exploration and mining permits, which represent the rights to explore and mine natural resources in China.

In early 1998 three regulations were promulgated, regarding (a) Registering to Explore for Mineral Resources Using the Block System; (b) Registering to Mine Mineral Resources; and (c) Transferring Exploration Rights and Mining Rights. In late 2000, a regulation was promulgated regarding the Grant and Transfer of Mineral Rights. On June 11, 2003, MOLAR issued the Measures for the Administration of Invitation to Bid, Auction and Listing of Exploration Rights and Mining Rights (for Trial Implementation), which was amended in part by MOLAR's Notice of Further Regulating the Administration of the Grant of Mineral Rights issued on January 20, 2006. Depending on the type of mineral, the granting of exploration rights and mining rights may be subject to invitation to bid, auction or listing.

Applicants, subject to certain registration and business license requirements, may apply to obtain exploration permits. Under the Circular on Relevant Issues in Standardizing the Scope of Authorization to Grant Exploration Permits and Mining Licenses (the "MOLAR Circular") issued by MOLAR on September 30, 2005, foreign-invested enterprises are put on an equal footing with domestic companies in relation to the issuance of mineral rights and in certain circumstances the relevant DOLAR at the provincial level is delegated with the authority to issue exploration permits to them. Permit holders must pay an annual exploration fee ranging from 100 to 500 renminbi per square kilometer. Minimum exploration expenditures of 2,000 renminbi in the first year, 5,000 renminbi in the second year and 10,000 renminbi each year thereafter for each square kilometer must be committed within an exploration permit. Generally, an exploration permit is valid for no more than three years but extensions may be granted for periods not to exceed two years for each extension. Exploration programs must commence within six months of the issuance of the exploration permit. Otherwise, fines may be imposed depending on the size of the exploration permit.

A mining permit, which is required for any exploitation and mining activities, can be obtained by applying to the appropriate government department. The holders of exploration rights have priority to obtain mining permits on the same areas within the valid term and reserved term of the exploration permits. Holders of mining permits are required to pay mining rights use fees in the amount of RMB 1,000 per square kilometer within the mining permit, although such mining rights use fees may be exempted for companies conducting mining in China's western region. If the mining project is large, the mining license is normally valid for a period of up to 30 years, 20 years for medium scale projects, and 10 years for small-scale projects. Applications can be made to extend the valid period of the mining license. If the exploration permit or mining permit to be granted to an applicant was developed with State funds, the applicant will be required to pay a purchase price for such permit that is determined based on a formal valuation of the permit by a local mining industry assessor, such valuation being subject to verification by MOLAR.

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Exploration rights and mining rights can be transferred, with government approval, provided that, among other things, a minimum capital investment has been made and a minimum period has passed since the transferor's original acquisition of such rights.

The Chinese government has classified mineral exploration by foreign companies as being encouraged, allowed, restricted or prohibited, depending on the mineral. Foreign investment in the mining of low-grade and refractory gold ores is encouraged, while mining of other types of gold ores and exploration of all types of gold ores are restricted. Sino-foreign joint ventures may be established to mine and to explore for gold ores in China. In China's western region, wholly foreign owned enterprises may be established to mine low-grade and refractory gold ores. A gold mining company will be required to obtain a gold mining certificate from the National Development and Reform Commission.

A mining company will be required to obtain the lawful right to use the land it will occupy in connection with operation of the mine. It may do so through a grant or allocation of land use rights from the State, or through a transfer or lease of rights from the prior holder of the land use rights.

Resource tax, compensation fees and land use rights

The Resource Tax Regulations and the Regulations Concerning Administration of the Collection of Mineral Resource Compensation Fees require that resources tax and resource compensation fee be collected from all mining companies operating in China, including Foreign Invested Mining Companies ("FIMC").

Resource Tax. An FIMC may be subject to resource tax. The State Council determines the taxable resource items and the range of the tax rates in general, and the Ministry of Finance decides on the specific tax rates applicable to particular projects. According to the Resource Tax Regulations, the applicable rates for non-ferrous metallic mineral ore, such as gold and copper, range from RMB 0.4 to RMB 30 per tonne.

Mineral Resource Compensation Fee. An FIMC, as the mining rights holder, must pay a mineral resource compensation fee, which equals to a certain percentage of the revenue generated from sales of relevant mineral products, ranging from 0.5% to 4%. The applicable rate is subsequently reduced through the application of a "recovery rate coefficient". FIMC's engaged in exploration and mining of non-oil/gas mineral resources in the Western Region are exempt from paying mineral resource compensation fees for one year and pay half of the fees in the ensuing two years. An FIMC that is engaged in an exploration or mining project that is encouraged under the Foreign Investment Catalogue is exempt from paying the mineral resource compensation fees for five years.

Land use rights grant fees or rentals. An FIMC must apply for temporary or formal land use rights in order to explore or mine minerals, and must pay the applicable land use rights grant fee if the company obtains the land use rights by way of grant, or pay rent if the company obtains the land use rights by way of renting. The rates of the land use rights grant fees or rentals are determined locally.

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C.           Organizational Structure

The following diagram illustrates the relationship between Continental and its subsidiaries, and the Company's principal mineral property.

Continental also holds Gibraltar tracking preferred shares, as disclosed in Item 5E.

Continental operates through a number of directly and indirectly wholly-owned subsidiaries, material information in respect of which is as follows:

Cayman Subsidiaries

Continental directly and indirectly owns two Cayman Islands ("Cayman") subsidiaries namely N7C Resources Inc, and N8C Resources Inc. N8C Resources Inc. owns 60% of Highland Mining Inc.

American Subsidiary

Continental owns 100% of Great China Mining Inc., a Nevada corporation, which itself owns 40% of Highland Mining Inc.

British Virgin Island ("BVI") Subsidiary

Highland Mining Inc. is the BVI subsidiary which owns the shares of the Chinese company which itself owns the exploration rights to the Xietongmen Property.

Chinese Subsidiaries

Continental indirectly owns one Chinese subsidiary, namely Tibet Tian Yuan Minerals Exploration Ltd.

As wholly foreign-owned enterprise ("WFOE"), Tian Yuan is subject to Chinese company law and regulations and those special regulations applicable to WFOE's, such as those established by certificate of approval, articles of association and business license. The articles, as the constituting document of a WFOE, are binding on the shareholders, the WFOE, and the directors and officers of the WFOE, and provide that the shareholders have the right to appoint all the directors of the WFOE. The investments, profits and other lawful rights of the shareholders of the WFOE are entitled to protection under Chinese laws and regulations, which may be less developed than those applicable to companies in other countries. The Chinese legal system is a system based on written statutes, and prior court decisions may be cited for reference but have limited precedent value. As a limited liability company, a WFOE does not issue shares and each has a specified amount of registered capital which can be paid up by installments and is the limit of liability of the shareholders to the WFOE. Continental can, in the names of the immediate parent company of Tian Yuan, appoint any individuals resident in China or elsewhere to serve as directors of Tian Yuan and such persons can be changed at any time. There are no residency requirements for the directors and officers of the WFOE.

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The Chinese government imposes control over the convertibility of the local currency, the renminbi, into foreign currencies and the remittance of foreign currencies outside China. Under current regulations, there is no restriction on foreign exchange conversion on the current account (including dividend payments to foreign investors) although foreign exchange transactions on the capital account (such as capital repatriation) are subject to foreign exchange controls and require approval from the State Administration of Foreign Exchange. However, even on the current account, the RMB is not a freely-convertible currency. Tian Yuan is allowed to pay outstanding current account obligations in foreign exchange but must present the proper documentation to a designated foreign exchange bank in order to do so. While the Chinese government is generally relaxing restrictions on foreign exchange, there is no certainty that all future local currency can be converted and repatriated.

Chinese WFOE's receive special tax treatment in China. As a result of national tax regulations and local incentives, exemptions and reductions in enterprise income tax are granted to WFOE's in certain industrial sectors and/or geographic areas. Certain tax incentives are being eliminated. Some tax incentives will be retained but they will generally be focused on certain qualifying activities and will not be based on the geographic location of the business activities. Based on available information, Continental's Chinese subsidiaries will likely not receive tax incentives based on their industrial sector. Also, it is unclear at this time whether Continental's Chinese subsidiaries will receive tax incentives based on the geographic location of their operations. Under current laws, any dividends paid by WFOE's to foreign investors are not subject to Chinese tax. However, under tax legislation released in 2007, dividends paid by WFOE's to foreign investors will be subject to a 10% withholding tax. However, the legislation indicated that the withholding tax may be reduced by decision of the State Council.

D.           Property, Plant and Equipment

The only mineral property of Continental is the Xietongmen Property.

Xietongmen (locally known as Shetongmon) Property

The following is a description of the Xietongmen Property, which is the Company's only material mineral project. The information is mainly derived from a technical report entitled "Summary Report on the 2007 and 2008 Programs on the Xietongmen Property" by C. Mark Rebagliati, P.Eng., and James R. Lang, PhD., P.Geo., Eric Titley, P.Geo., Lawrence Melis, P.Eng., Ian R. Chisholm, P.Eng., Greg Mosher, P.Geo., and David J. Copeland, P.Eng., which is filed on the Company's profile at www.sedar.com.

Location and Property Description

The Xietongmen Property is located at latitude 29 degrees 22.5' N and longitude 88 degrees 25.5' E, approximately 240 km west of Lhasa, Tibet, People's Republic of China (Figure 1).

Figure 1. Location of Xietongmen Property

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The Xietongmen Property covers approximately 122 square km, divided into two contiguous but distinct Exploration Licenses (Table 1 and Figure 2).

Figure 2. Xiongcun and Laze Exploration licenses form the Xietongmen Property.

Table 1. Exploration Licenses

Properties/Permits	Permit Expiry	Area (sq. km)	Certificate No.
Xiongcun	2010-Oct-09	12.89	T01520090202024788
Laze	2010-Nov-12	109.43	T54120081202019300
Total properties:	2	Total area (sq. km):	122.32

Three exploration licenses (Zemoduola, Banongla, and Donggapu) have been merged into one, called Laze, shown above. The Laze exploration license was issued by the Tibet Ministry of Lands and Resources. The Xiongcun License was issued by the National Ministry of Lands and Resources.

Mineral title is acquired by application to the Chinese government in a procedure that is the equivalent of map staking. Each license has a number registered with, and issued by, the Tibet Geological Exploration Bureau, Ministry of Land and Resources, PRC, and an extendable expiry date. To maintain the Exploration Licenses, payment of an annual fee of approximately US$15 per square km and prospecting expenditures of approximately US$1,530 per square km (10,000 RMB per square km) are required.

To mine, surface rights need to be purchased and a land use license acquired with an annual fee. Prospecting license holders have a "privileged priority" or "priority right" to obtain a mining license to the mineral resources within their prospecting area. The applicant must meet the conditions and requirements set out in the law in respect to such things as adequate funding, technical qualifications, mining plans (which requires a number of reports on different aspects of the proposed development, prepared in conjunction with approved Chinese Design Institutes), as well as an environmental impact statement with social component. All of the reports have been completed and approved by the regulatory agencies. The Company is currently preparing a mining license application for the Xiongcun Exploration License.

Property Agreements

The Company owns a 100% interest in the Xietongmen property, as described above under "History and Development of the Company".

Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Xietongmen Property lies south of the eastern Gangdese Mountains. Topography is moderate and the principal area of interest is at an altitude of approximately 4,200 m. The broad Yarlong-Tsangpo River valley is located approximately two km from the southern property boundary.

The property has a semi-arid climate; 300-400 mm of rainfall occurs from June to September and little to no precipitation occurs from October to May. Night time temperatures are -5 degrees to -15 degrees Celsius and daytime temperatures are +5 to +15 degrees Celsius. In the summer, the temperature ranges from +5 to +25 degrees Celsius. Little snow accumulates below an elevation of 5,000 m. Exploration and development activities can be conducted year round with the exception of a few days during the rainy season and after the occasional snowfall.

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The property is well located for development. A paved highway and hydro-generated electric transmission lines pass near the southern end of the property. The highway provides direct access to the city of Rikaze (locally called "Shigatse", population 100,000), approximately 53 km to the east, where fuel, food, lodging and office facilities are available. In addition, a cement plant is located on the highway into Rikaze, some 40 km from the project site. Other supplies, heavy equipment, equipment operators and vehicles are also readily obtainable in Rikaze or in Lhasa, a drive of less than four hours from Rikaze. A railway was completed to Lhasa in late 2005, which connects to multiple copper smelters and other industrial centers located throughout China. Construction of a railway extension from Lhasa to Rikaze has also been initiated by the Chinese government.

History

The Chinese government provided funds to carry out regional geological surveys at a scale of 1:1,000,000 during the years 1983-1985. The Tibet Geological Bureau sponsored regional geochemical stream sediment surveys at a scale of 1:500,000 during the years 1989-1990 and followed-up a gold anomaly in the vicinity of the Xietongmen Property in 2000. This work included geological, geophysical and soil geochemical surveys and digging of several widely spaced test pits. The geophysical work was an Induced Polarization survey, but the results were presented in an unfamiliar format.

Two adits, PD 01 and PD 04, were excavated in 2001 and 2002, respectively, by the 6th Geological Exploration Team of Tibet, to determine the nature and tenor of the mineralization. Consecutive two-meter long channel samples were cut from the toe of the adit walls. These adits and their crosscuts total approximately 172 m and 443 m, respectively, in length.

In December 2002, Honglu Investment Holdings Ltd ("Honglu") acquired the property and a Prospecting Permit for the property through its 65% owned subsidiary Danlu Resource Development Co. Ltd. GCMI acquired a 100% interest in the property from Honglu in July 2003, and drilled two vertical holes totaling 703 m. The 50 mm diameter core was split in half by chisel and sampled at consecutive 2 m intervals. Core, underground and pit samples were assayed for only gold and copper.

Strong copper-gold mineralization and a laterally extensive copper-gold soil geochemical anomaly were reported from the work by the 6th Geological Exploration Team and by Honglu.

Exploration

Continental carried out a due diligence program in late 2003 and in the first half of 2004, including a review of all existing data, physical examination of the property and underground workings, and re-logging, re-sampling and re-assaying of drill core. Positive results from this study led to the agreement between Continental and GCMI in 2004.

Continental undertook a major exploration program at Xietongmen in 2005. The work comprised 10 square km of geological mapping, collection of approximately 1,100 rock chip and 500 soil samples, and completion of 63 diamond drill holes totaling 21,233 m. Drilling focused on the southeast portion of an open-ended, coincident copper and gold soil geochemical anomaly that measures over 2,500 m in length, and began proximal to two historical drill holes and two exploration adits that had previously documented strong copper and gold mineralization. Long intervals of continuous, strong copper and gold mineralization, averaging over 200 m in length were intersected in the 62 drill holes completed in the Xietongmen deposit.

The 2006 program was designed to collect the data necessary for a feasibility study and environmental and social impact assessments of the Xietongmen deposit that would be required for project development. Work included geotechnical and hydrological drilling, metallurgical testing, capital and operating cost studies, and environmental and socioeconomic baseline studies. Additional exploration work was also done to assess other targets on the property.

To the end of 2006, approximately 70 square km of the property had been geologically mapped, 6,000 rock chip and 900 soil samples had been collected, and 220 drill holes totaling 55,563 m (34,233 m drilled in 2006) had been completed. Drilling focused mainly on delineation of the Xietongmen deposit. Rock chip geochemical surveys and mapping identified several additional areas with exploration potential, including the Langtongmen and Newtongmen prospects. These latter zones were tested in 13 drill holes, all of which intersected significant copper-gold mineralization.

In 2007 and 2008, work was directed toward engineering studies of Xietongmen and exploration drilling at Newtongmen. Drilling comprised 15,357 m in 33 holes to expand and delineate the Newtongmen deposit, 6,674 m in 81 holes for geotechnical purposes and 252 m in 10 holes for water monitoring purposes; both the latter drilling were drilled in areas of proposed infrastructure for Xietongmen mine development.

A positive feasibility study for the Xietongmen deposit was completed in mid 2007. The feasibility work was done using January 2007 US dollars; a US dollar to Chinese currency exchange rate of 7.8; and the following long term metal prices: copper US$1.50/lb, gold US$500/oz and silver US$8.50/oz. The study recommends a conventional, 40,000 tonnes per day copper concentrator to process ore mined by open pit methods. For additional details, see Mineral Resources and Reserves (below).

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The Newtongmen holes were drilled on a 100 m by 100 m grid at Newtongmen, testing the deposit for 500 - 600 m along eight north-south cross sections. An initial estimate of the mineral resources has been completed (see Mineral Resources and Reserves below). The deposit remains open in all directions, except to the south.

Non-drilling exploration work completed during 2007 and 2008 consisted of rock chip and soil geochemical sampling. Most of this work was completed on new drill-access roads and on outcrops in the immediate vicinity and to the northwest of the Newtongmen deposit. The rock chip results confirmed and expanded the strong, northwest-trending polymetallic geochemical anomaly.

Work in 2009

Project work in 2009 focused on the Xietongmen deposit, and included basic engineering, project optimization and completion of the international-standard Environment and Social Impact Assessment report. An initial resource estimate for the Newtongmen deposit was completed (see Estimates of Mineralization below for addition information).

Continental's in-house engineering team continued to work closely with Beijing General Research Institute of Mining and Metallurgy ("BGRIMM") and Wardrop Engineering ("Wardrop") to finalize key basic engineering deliverables including process flow sheets and plant layouts, as well as preparing equipment specifications, process, piping and instrumentation diagrams and mine infrastructure layouts. In addition, Leighton Asia Limited ("Leighton") and Golder Associates Ltd ("Golder") assisted with optimizing the mining plan, open pit design and tailings storage and operational water management plan.

Baseline studies for hydrology, stream bed-load surveys, air quality and meteorology continued throughout the year. An update to the previous hydrology report for use in basic engineering was also commissioned in the fourth quarter. Additional rock samples were sent to laboratories for environmental characterization to support the basic engineering level mine plan. Lead scientists from the International Crane Foundation, under the sponsorship of Continental, were in the area and on-site to undertake field studies on wintering populations of black-necked cranes.

Community programs including the construction of new threshing grounds and installation of a new water conveyance system were completed. The old houses belonging to the residents that received new houses completed earlier in the year were demolished under agreement between Continental, owners and government authorities. Consultation with communities and key government authorities continued.

Geology

The Xietongmen Property is situated within the Gangdese Arc, an east-trending volcanic and continental magmatic arc that formed between >120 and 30 million years ago. A 4 km-long alteration zone has overprinted intermediate volcanic and related intrusive rocks adjacent to an altered diorite intrusion. This zone hosts widespread disseminated and veinlet-hosted, porphyry-style copper and gold mineralization. The well-mineralized zone is within and overprinted by a contact metamorphic aureole associated with the western contact of a granodiorite intrusion.

Two principal areas of porphyry-type mineralization have been identified so far on the property. These are the Xietongmen deposit and Newtongmen deposits.

Mineralization

The Xietongmen deposit is a large, high-grade porphyry copper-gold deposit with excellent internal consistency and lateral and vertical continuity. The deposit, as defined by drilling, extends 1,400 m to the northwest-southeast and 500 m to the northeast-southwest and averages 300 m in vertical depth. The deposit remains open to the northwest.

The profile of the mineralization within the deposit consists of a gold-bearing oxide cap from which copper has been leached; an underlying zone of mixed supergene minerals, dominated by chalcocite, that commonly enriches the uppermost part of the deposit in copper; and a thick underlying hypogene zone. The upper oxide and mixed zones rarely extend more than about 20 to 50 m below surface.

Sulphide mineralization within the hypogene zone averages about 8%, but locally ranges up to much higher concentrations. Sulphide minerals comprise pyrite, chalcopyrite, pyrrhotite, sphalerite, very minor galena, and trace molybdenite. Rare native gold has been recognized in thin section, within chalcopyrite and pyrite, or at the boundaries of chalcopyrite grains. The sulphides occur in both disseminated and vein-hosted forms.

The Newtongmen deposit, as documented by drilling so far, is a northwesterly-elongated zone about 850 m long by up to 450 m wide; holes have intersected copper and gold mineralization from surface to the limit of drilling at 713 m depth. The deposit has strong internal continuity. Mineralization remains open in all lateral directions and to depth.

Mineralization in the Newtongmen deposit is dominated by hypogene sulphides, with only local and typically weak development of oxidation and supergene effects. Total sulphide concentration in hypogene mineralization is typically between 3 and 5%. The pyrite to chalcopyrite ratio is commonly close to one. Sulphide minerals comprise, in order of decreasing relative abundance, pyrite, chalcopyrite, molybdenite, and trace sphalerite, galena and pyrrhotite. Gold grains have not been observed in core or in thin section, but gold and copper exhibit an excellent correlation typical of porphyry copper-gold deposits.

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Sampling and Analytical Procedures

Pre-Continental Drilling

In 2003, all drill core from GCMI's two holes, ZK0301 and ZK0701, was logged and sampled by the 6th Geological Brigade and sent to Central Lab of Tibet in Lhasa. The samples, averaging 1.98 m in length, were analyzed for gold and copper. Continental re-logged the holes (see History above) and sent samples to the ALS Chemex laboratory in North Vancouver, British Columbia for re-assay.

In 2005, Honglu drilled three holes on the Donggapu property (now part of the Laze exploration license) with no significant results.

Continental Drilling

In 2005, 63 drill holes were completed for Continental by Hunan Pacific Drilling Inc. and 711 Drilling. A total of 735.76 m of PQ (8.5 cm diameter), 4,606.2 m of HQ (6.35 cm) and 15,990.93 m of NQ (4.76 cm) core were drilled. In 2005, 34 PQ holes were drilled from the surface to an average depth of 22 m. HQ drilling was completed to an average depth of 85 m in all holes, after reduction in the case of the PQ holes, or from the surface in the 29 non-PQ holes. The remaining portions of the holes were drilled NQ to the end. A total of 10,193 core samples, averaging 2.24 m in length, were taken by Continental personnel from the 63 core holes drilled in 2005. Geotechnical data was recorded for 34 drill holes. Core recovery was measured on 5,254 drill run intervals averaging 2.17 m in length. Recovery was generally very good, averaging 98.0% for the sampled intervals measured, 89.3% of which had 100% recovery.

In 2006, 157 drill holes were completed by Hunan Pacific Drilling Inc. and 711 Drilling, and a few holes by Major Drilling. These holes, numbered 6064 through 6220, averaged 218 m in length. A total of 3,232.9 m of PQ (8.5 cm diameter), 12,056.05 m of HQ (6.35 cm) and 21,042.9 m of NQ (4.76 cm) core were drilled. Drill core was transported from the drill site by company truck to a secure logging, sampling and sample preparation facility. In 2006, 102 holes were drilled PQ from the surface to an average depth of 31.7 m. HQ drilling was completed to an average depth of 83.7 m. The remaining portions of the holes were drilled NQ to the end. A total of 13,852 core samples, averaging 2.35m in length, were taken by Continental personnel from the 157 core holes drilled in 2006. Geotechnical data was recorded for 137 drill holes. Core recovery was measured on 15,564 drill run intervals averaging 1.5 m in length. Recovery was generally very good, averaging 97.4% for the assayed intervals measured, 89% of which had 100% recovery.

In 2007, 59 drill holes were completed by contractors 711 Drilling and CHEDC of Chengdu. The total includes 33 exploration holes numbered 7221N through 7253N averaging 466 m in length completed in the Newtongmen deposit. The remaining holes are numbered 7254GT through 7279GT, averaging 72 m in length, were drilled in the Xietongmen area for geotechnical and engineering purposes. For the exploration holes, a total of 339 m of PQ (8.5 cm diameter), 2,434 m of HQ (6.35 cm) and 12,590 m of NQ (4.76 cm) core were drilled. Of the 33 exploration drill holes, 32 holes were drilled PQ from the surface to an average depth of 10.6 m, HQ drilling was completed to an average depth of 73.8 m and the remaining portion of the holes was drilled NQ to the end. A total of 7,769 core samples averaging 2.0 m in length, were taken in 2007. Geotechnical data was recorded for the 33 exploration drill holes. Core recovery was measured on 11,094 drill run intervals averaging 1.3 m in length. Recovery was generally very good, averaging 99.0% for the assayed intervals measured, 96% of which had 100% recovery.

The drill core was boxed at the drill rig and transported daily by Continental's truck to the secure logging, sampling and sample preparation facility at Rikaze. The core was geologically and geotechnically logged, given Quality Control Quality Assurance designations, photographed and sampled under the supervision of Continental's geological staff.

The half-core samples were crushed at a preparation facility adjacent to the logging and sampling facility. In 2007, sample sawing, drying, crushing and splitting was supervised by Continental personnel. In 2005-2006, sample preparation was completed in a separate area under the supervision by Acme Analytical Laboratories ("Acme") personnel. The remaining half of the drill core and the coarse rejects were retained at the core facility.

The crushed samples were split and the 250 g splits were packed in wooden crates, with steel strapping, and shipped by Continental's truck to Lhasa airport and then by commercial air freight to Acme Laboratory in Vancouver, BC for analysis (details are shown in Figure 3). Duplicate analyses were completed by ALS Chemex of North Vancouver, British Columbia. The pulp samples were returned to the Company after analysis for long term storage at a secured warehouse at Surrey, BC.

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Figure 3 - 2005, 2006, 2007 Drill Core Sampling, Preparation and Analytical Flow Chart

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Mineral Resources and Reserves

The property is currently known to host two mineral deposits for which estimates have been completed: the exploration stage Newtongmen deposit and the post-feasibility stage Xietongmen deposit.

Xietongmen Deposit

In February 2007, Ian R. Chisholm, P.Eng., a subcontractor to engineering consultants Aker Kvaerner, and an independent Qualified Person as defined by National Instrument 43-101, completed an audit of the mineral resource estimate prepared by Continental for the Xietongmen deposit. The mineral resources, shown in Table 2 below, include the mineral reserves in Table 3.

Cautionary Note to Investors Concerning Estimates of Measured and Indicated Resources

The following discussion includes references to "measured resources" and "indicated resources". The Company advises investors that while these terms are recognized and required by Canadian securities regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), the U.S. Securities and Exchange Commission does not recognize them. Readers cannot assume that all or any part of mineral deposits in these categories will ever be converted into reserves.

Table 2 - Xietongmen Mineral Resources at a 0.15% copper cut-off – January 2007

Category	Tonnes Millions	Cu %	Au g/t	Ag g/t	Contained Cu Billions lb	Contained Au Millions oz
Measured	197.5	0.44	0.62	3.95	1.91	3.94
Indicated	22.3	0.37	0.42	2.54	0.18	0.37
Total	219.8	0.43	0.61	3.87	2.09	4.31

Note to Table 2

1           Contained metal calculations assume 100% recovery.

A feasibility study of a potential open pit mining operation on the Xietongmen deposit was completed in mid 2007, from which the mineral reserves in Table 2 were established.

A technical report on the Feasibility Study by Aker Kvaernar is filed on Continental's profile at www.sedar.com. The authors of the report are Graham Holmes, P.Eng., Aker Kvaerner, Patrice Live, Eng., BBA Inc., and Lawrence Melis, P.Eng., Melis Engineering Ltd., all of whom are independent Qualified Persons.

Table 3 - Xietongmen Mineral Reserves at 0.15% copper cut-off – August 2007

	Category	Tonnes millions	Cu %	Au g/t	Ag g/t	Zn %
Oxide	Proven	0.9	0.20	0.49	2.99	0.014
Supergene	Proven	17.5	0.65	0.42	3.35	0.03
	Probable	2.0	0.44	0.20	2.05	0.04
Hypogene	Proven	152.3	0.43	0.66	4.22	0.08
	Probable	9.4	0.39	0.45	2.79	0.09
Total Proven & Probable		182.1	0.45	0.62	4.04	0.08

Cautionary Note to Investors regarding Feasibility Study and Mineral Reserves

The following are the principal risk factors and uncertainties which, in management's opinion, are likely to most directly affect the ultimate feasibility of the Xietongmen project. The mineralized material at the Xietongmen project is currently classified as a measured and indicated resource, and a portion of it qualifies under Canadian mining disclosure standards as a proven and probable reserve, but readers are cautioned that no part of the Xietongmen project's mineralization is yet considered to be a reserve under US mining standards as all necessary mining permits and financing would be required in order to classify the project's mineralized material as an economically exploitable reserve. Although feasibility work has been done to confirm the mine design, mining methods and processing methods assumed in the Feasibility Study, construction and operation of the mine and processing facilities depend on securing the mining license and other permits on a timely basis. The mining license application submission is in progress but there can be no assurance that it can be secured or secured on a timely basis. Although costs, including design, procurement, construction and on-going operating costs and metal recoveries have been established at a level of detail required for a Feasibility Study, these could be materially different from those contained in the Feasibility Study. There can be no assurance that these infrastructure facilities can be developed on a timely and cost-effective basis. Energy risks include the potential for significant increases in the cost of fuel and electricity. The Feasibility Study assumes specified, long-term prices levels for copper, gold and silver. The prices of these metals are historically volatile, and the Company has no control of or influence on these prices, which are determined in international markets. There can be no assurance that the price of copper, gold and silver will continue at current levels or that it will not decline below the prices assumed in the Feasibility Study. Prices for copper, gold and silver have been below the price ranges assumed in the Feasibility Study at times during the past ten years, and for extended periods of time. The project will require major financing, consisting most likely of a combination of debt and equity. Although interest rates are at historically low levels, there can be no assurance that debt and/or equity financing will be available on acceptable terms. Other general risks include those ordinary to very large construction projects, including the general uncertainties inherent in engineering and construction cost, the need to comply with generally increasing environmental obligations, and accommodation of local and community concerns. The Feasibility Study also assumes that the Project will have access to a railroad that extends to Rikaze, the construction of which is planned but the Company has no control over the timing of its completion.

Page 26

The feasibility work was done using January 2007 US dollars; a US dollar to Chinese currency exchange rate of 7.8; and the following long term metal prices: copper US$1.50/lb, gold US$500/oz and silver US$8.50/oz. Two scenarios – mining by owner and mining by contractor – were assessed and both gave positive results.

The study recommends a 40,000 tonnes per day copper concentrator to process ore mined by open pit methods. Processing facilities, concentrate storage and truck loadout facilities, repair shops, administration and maintenance facilities, assay laboratory, water treatment facilities, cafeteria and a medical clinic would be built at site. Copper recovery will be accomplished by flotation, producing a 25% copper concentrate.

A 250 km extension of the rail line from Lhasa to Rikaze, the second largest city in Tibet, has been approved by the Tibetan government. Depending on when the rail line extension is completed, the final concentrate product would be trucked by way of a two lane paved highway, that passes near the southern part of the property, to Rikaze or Lhasa. A truck loadout facility would be constructed to store the concentrate and load it into railcars and ship it via rail to the Jinchuan smelter and refinery complex at Jinchang in Gansu Province for treatment. Recovery of other metals will be possible through treatment at the Jinchuan refinery. Under the plan, power would be provided by the regional power authority, which is currently preparing their long term plan to provide 100 megawatts to the Xietongmen Project. The plan includes a new 600 kV line (from Ger) to Lhasa and a 220 kV line from Lhasa to Rikaze.

The pre-production period is expected to last 12 months. A three-stage pit operation is proposed for the development of the mine, with each stage lasting 3 to 5 years. A total of 480.1 million tonnes of material would be moved over the mine life, including 182.1 million tonnes of ore, at a strip ratio of 1.64. The mill feed would be 12.4 million tonnes in the first year, ramping up to an annual feed of 13.6 million tonnes by year 4. The deposit mineralization is 89% primary copper (hypogene), with approximately 11% enriched copper (supergene) and less than 1% oxide material. The plan is to mine most of the 17.4 million tonnes of supergene material in the first stage. At an annual throughput of 13.2 million tonnes, the mine would have a 14-year life.

Upon completion of the permitting process, the project would take approximately 24 months to construct, employing a construction workforce of approximately 2,500. During operations, the direct workforce would be approximately 460 people. After operations, the closure plan would take 18 to 24 months to implement, which would be followed by post-closure monitoring.

Newtongmen Deposit

In May 2009, Continental announced the results of an initial estimate of the mineral resources in the Newtongmen deposit. The estimate was completed by Greg Mosher, P.Geo., of Wardrop Engineering, an independent Qualified Person as defined by National Instrument 43-101. Results for 0.15% to 0.3% copper cut-offs are tabulated below:

Cautionary Note to Investors Concerning Estimates of Indicated Resources

The following discussion includes references to "indicated resources". The Company advises investors that while this term is recognized and required by Canadian securities regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), the U.S. Securities and Exchange Commission does not recognize it. Readers cannot assume that all or any part of mineral deposits in this category will ever be converted into reserves.

Table 4a - Newtongmen Mineral Resources – May 2009

Category	Cut-off	Tonnes Millions	Cu %	Au g/t	Ag g/t	Contained Cu Billions lb	Contained Au Millions oz
Indicated	0.30	186.5	0.40	0.22	0.99	1.66	1.30
	0.20	388.9	0.32	0.18	0.87	2.77	2.30
	0.15	486.0	0.29	0.17	0.82	3.15	2.70

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Cautionary Note to Investors Concerning Estimates of Inferred Resources

The following discussion includes references to "inferred resources". The Company advises investors that while this term is recognized and required by Canadian securities regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), the U.S. Securities and Exchange Commission does not recognize it. Readers cannot assume that all or any part of mineral deposits in this category will ever be converted into reserves. In addition, "inferred resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or preliminary feasibility studies, except in rare cases. Investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

Table 4b - Newtongmen Mineral Resources – May 2009

Category	Cut-off	Tonnes Millions	Cu %	Au g/t	Ag g/t	Contained Cu Billions lb	Contained Au Millions oz
Inferred	0.30	84.4	0.37	0.06	0.13	0.68	0.17
	0.20	264.8	0.29	0.07	0.12	1.67	0.57
	0.15	379.3	0.25	0.07	0.12	2.11	0.80

Notes to Table 4a and 4b

1	Contained metal calculations assume 100% recovery.
2	Worldwide porphyry operations cut-offs generally range between 0.2 and 0.4% copper. Xietongmen deposit, on the same property, uses 0.15% copper cut-off. Wardrop considers that a higher threshold grade of 0.2% copper is appropriate for this initial estimate of Newtongmen.

Plans for 2010

The main work programs will be directed toward completion of outstanding basic engineering and permitting, and planning for start of early construction activities at Xietongmen once permits have been received.

Engineering

Continental will continue to retain BGRIMM as the primary Chinese design institute. In addition, a number of international firms have been retained to work with the Chinese design groups. Under the direction of Continental's in-house project team, all of these design groups will be focused on completion of all remaining basic engineering and updating of cost estimates for the Xietongmen Project.

Environment and Social

Plans for 2010 include continuation of environmental baseline data collection supporting engineering, construction and operation of the project. Further assessments to support project environmental and social programs will include community water source evaluations and transportation impact and mitigation plans. Resettlement plans will be advanced in concert with project permitting and land acquisition. A third party with expertise in resettlement in China will assist with these plans. Continental will assess the timeliness of introducing economic development funding and planning with key local communities with the aim of initiating longer term sustainability plans.

ITEM 4A            UNRESOLVED STAFF COMMENTS

None.

ITEM 5               OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Overview

Continental is an exploration stage company engaged in the exploration of the Xietongmen Property. Continental does not have any properties in the production stage. Accordingly, Continental does not achieve revenues from mining operations.

Continental's plan of operations is focused on developing the Xietongmen Property, as described in detail under Item 4B of this Annual Report on Form 20-F. Continental's accounting policy is to expense expenditures incurred in connection with the exploration and development of mineral properties until a construction and production decision is made.

Continental had a working capital of approximately $20 million as at December 31, 2009. The ability of the Company to carry out its planned business obligations depends on its ability to raise adequate financing from lenders, shareholders and other investors.

The following discussion should be read in conjunction with the audited consolidated financial statements and related notes, accompanying this Annual Report. The Company prepares and files its consolidated financial statements with various Canadian regulatory authorities, in accordance with Canadian generally accepted principles ("GAAP"). References should be made to note 15 to the annual financial statements which provide a reconciliation of material measurement differences between US GAAP and Canadian GAAP and their effect on the consolidated financial statements.

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Critical Accounting Policies and Estimates

The Company's significant accounting policies are presented in note 2 of the accompanying audited financial statements for the year ended December 31, 2009. A reconciliation of material measurement differences between these principles and accounting principles generally accepted in the United States is shown in note 15 of Exhibit 99.1. The preparation of consolidated financial statements in conformity with Canadian and US generally accepted accounting principles requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company evaluates its estimates on an ongoing basis and bases them on various assumptions that are believed to be reasonable under the circumstances.

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, warrants and financial instruments. Actual results could differ from those estimates.

A.          Operating Results

The Company's annual and quarterly operating results are primarily affected by the level of exploration activity associated with its mineral property interests. Economic factors such as foreign exchange fluctuations, mineral prices and regulatory developments may also affect the Company's operating results and the volatility of the trading price of its common stock. Inflationary factors have not had a material impact on the Company's operating results for fiscal 2009 or fiscal 2008.

Fiscal 2009 compared with Fiscal 2008

Loss for the year ended December 31, 2009 decreased to $11,189,000 compared to a net loss of $30,554,000 in 2008. The decrease from previous year was primarily due to a foreign exchange gain of $4,758,000 in 2009 related to a future income tax liability denominated in Chinese currency compared to a foreign exchange loss of $8,158,000 on substantially the same item recorded in the fiscal year ended December 31, 2008. There was also a $7,209,000 decrease in exploration and development expenditures incurred in 2009 compared to those incurred in 2008, as a result of decreased drilling and engineering activity. The net loss for the year was primarily comprised of exploration expenditures of $8,742,000 (2008 – $15,504,000), and administrative expenses of $7,222,000 (2008 – $6,440,000)

The exploration expenditures during 2009 of $8,742,000 (2008 – $15,504,000) included costs for exploration of $7,768,000 (2008 – $14,977,000) and stock-based compensation of $974,000 (2008 – $527,000). The overall exploration activity level was reduced in 2009 compared to that in 2008. The main exploration expenditures during the year were $1,784,000 for engineering (2008 – $6,246,000), the decrease of which was caused by the fact that less geotechnical drilling and feasibility study conducted in 2009 than those in 2008; $947,000 for environmental (2008 – $1,058,000); $656,000 for geological (2008 – $2,374,000), significantly more personnel cost incurred in 2008; $1,536,000 for site activities (2008 – $1,224,000), as a result of paying non-renewal employees compensation in 2009; $1,774,000 for socioeconomic (2008 – $2,787,000), with less spending on housing compensation and community investment in 2009, and $729,000 for transportation (2008 – $646,000).

The main administrative costs during the year were for salaries, insurance, office and administration, and legal, accounting and audit fees. Salaries, office and administration costs increased to $3,527,000 compared to $3,256,000 in 2008. The Company increased its staffing in certain key areas. Legal, accounting and audit expenses increased to $935,000 in 2009, compared to $925,000 in 2008. Included in the total administrative costs was stock-based compensation expense of $1,926,000, compared to $1,405,000 in 2008. The increase in stock-based compensation expense in 2009 was mainly due to the significant increase in the Company's share price during the year ended December 31, 2009.

Interest income decreased to $72,000 in 2009, compared to $658,000 in 2008. This was due to lower yearly average cash on hand in 2009, compared to 2008. The yearly average interest rate of three-month treasury bills also decreased to 0.3% from 2.3% in 2008.

The foreign exchange gain recorded in the 2009 fiscal year was mainly related to future income tax liabilities denominated in Chinese currency. The Canadian dollar has appreciated against the Chinese renminbi since the beginning of 2009. The exchange rate for the Canadian dollar against the Chinese renminbi increased by approximately 17% from 1 Canadian dollar to 5.57 Chinese renminbi on December 31, 2008 to 6.52 Chinese renminbi on December 31, 2009.

Fiscal 2008 compared with Fiscal 2007

Loss for the year ended December 31, 2008 increased to $30,553,577 compared to a net loss of $21,435,455 in 2007 (2006 – $26,716,073). The increase from previous year was primarily due to foreign exchange loss of $8,158,000 related to the future income tax denominated in Chinese renminbi as opposed to a foreign exchange gain of $2,416,737 recorded in the fiscal year ended December 31, 2007 (2006 – nil) . This increase in foreign exchange loss in 2008 was partially offset by the $0.87 million decrease in exploration expenditures incurred in 2008 compared to those incurred in 2007. The total net loss was primarily comprised of exploration expenditures of $15,504,484 (2007 – $16,375,517, 2006 – $19,886,521), and administrative expenses of $6,440,440 (2007 – $7,048,096, 2006 – $7,511,103).

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The exploration expenditures during 2008 of $15,504,484 (2007 – $16,375,517, 2006 – $19,886,521) included costs for exploration of $14,977,053 (2007 – $16,170,355, 2006 – $19,226,242) and stock-based compensation of $527,431 (2007 – $205,162, 2006 – $660,279). The main exploration expenditures during the year were $6,246,291 for engineering (2007 – $5,307,365, 2006 – $5,928,230), $1,057,553 for environmental (2007 – $1,759,826, 2006 – $786,757), $2,373,842 for geological (2007 – $914,527, 2006 – $1,564,687), $1,224,075 for site activities (2007 – $2,286,371, 2006 – $1,307,752), $2,786,632 for socioeconomic (2007 – $1,738,148, 2006 – $997,989), and $646,429 for transportation (2007 – 411,614, 2006 – $639,027).

The main administrative costs during the year were for salaries, insurance, office and administration, and legal, accounting and audit fees. Salaries, office and administration costs increased to $3,256,496 compared to $2,080,201 in 2007 (2006 – $2,387,458). Trust and filing fees decreased to $85,500, compared to $103,457 in 2007 (2006 – $124,617). Legal, accounting and audit expenses increased to $925,466 in 2008, compared to $533,765 in 2007 (2006 – $860,049), due to the increased compliance costs in 2008 related to taxation transfer pricing rules, and Sarbanes-Oxley consulting. Included in the total administrative costs was stock-based compensation expense of $1,404,818, compared to $2,336,326 in 2007 (2006 – $1,950,259). The decrease in stock-based compensation expense in 2008 was mainly due to the decline in the Company's share price during the final quarter of 2008.

Interest income decreased to $657,929 in 2008, compared to $858,891 in 2007 (2006 – $56,668). This was due to lower cash on hand as a result of cash proceeds derived from private placements in the first quarter of 2007 and the exercise of 8 million warrants in the fourth quarter of 2007 have been used for 2008 program costs.

The foreign exchange loss recorded in the 2008 fiscal year was related to the Chinese currency denominated future income tax liabilities. The Canadian dollar has declined against the Chinese renminbi since the beginning of 2008. The exchange rate for the Canadian dollar against the Chinese renminbi has decreased from 1 Canadian dollar to 7.39 Chinese renminbis on December 31, 2007 to 5.57 Chinese renminbis on December 31, 2008.

Interest expense was nil for 2008, compared to $309,045 for 2007 (2006 – $916,021). There was no interest-bearing loan outstanding during 2008. The interest expense incurred in 2007 was related to the convertible promissory note, which was fully redeemed during the first quarter of 2007.

HDSI carries out investor relations, geological, corporate development, administrative and other management activities for, and incurs third party costs on behalf of the Company (see Item 7). The Company reimburses HDSI on a full cost-recovery basis. Costs for services rendered by HDSI to the Company in fiscal 2008 were $3.56 million compared to $2.75 million in fiscal 2007 (2006 – $3.52 million), due to the activities related to the Xietongmen Property.

B.           Liquidity and Capital Resources

Overview

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

Cash and Working Capital

The Company had a working capital of approximately $20 million at December 31, 2009 compared to working capital of $10 million as at December 31, 2008, and working capital of $30.7 million as at December 31, 2007.

The Company has no lines of credit or other sources of financing which have been arranged but as yet unused. The estimated cash balance on April 20, 2010 was approximately $21 million.

The Company's current working capital is sufficient to fund its planned activities for fiscal 2010.

Long Term Debt

As at December 31, 2009, the Company had $0.5 million in current portion of long-term debt, relating to the acquisition of the Surrounding Properties, acquired in conjunction with the merger with Great China.

Material Commitments for Capital Expenditures

The Company did not have any material commitments for capital expenditures as at December 31, 2009. Further, the Company had no "purchase obligations" as at December 31, 2009. Purchase obligations are defined as any agreement to purchase goods or services that is enforceable and legally binding on the Company that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

Page 30

To maintain the exploration licenses, payment of an annual fee of 100 Chinese renminbi per square kilometer and prospecting expenditures of 10,000 Chinese renminbi per square kilometer from year three are required. The total area for two exploration licenses is 122.32 square kilometers.

Private placements during 2009

In October 2009, the Company completed a private placement of 23,364,486 shares at a price of $1.07 per share for gross proceeds of $25,000,000 ($23,204,000 net of issue costs).

Options and warrants exercises during 2009

During the year ended December 31, 2009, the Company received $206,000 from the exercise of 194,200 stock purchase options by employees, directors, and consultants.

Financial Capability and Additional Financing

The Company has sufficient financial resources to undertake its presently planned programs during fiscal 2010. However, the Company has limited financial resources, has no source of operating income and has no assurance that additional funding will be available to it for further exploration and, if warranted, development of its projects. There can be no assurance that the Company will be able to obtain sufficient financing in the future to carry out development work on the Xietongmen Property. The ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions as well as the business performance of the Company. Failure to obtain sufficient financing may result in delaying or the indefinite postponement of exploration, development or production on any or all of our properties or even a loss of the property itself.

There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company. Additional funds will be required for future exploration and development of the Xietongmen Property. If the Company raises additional funds through the sale of equity securities, shareholders will have their investment further diluted.

Financial Instruments

Continental keeps its financial instruments denominated primarily in Canadian dollars and does not engage in any hedging activities with respect to currency or in-situ minerals. Funds that are excess to Continental's immediate needs are invested in short term near-cash investments, primarily treasury bills backed by the Government of Canada.

Continental does not have any material, legally enforceable, obligations requiring it to make capital expenditures and accordingly, can remain relatively flexible in gearing its activities to the availability of funds.

C.           Research Expenditures

Continental is a natural resource expenditure based corporation and does not have a program of intellectual property development or patenting or licensing issues.

D.           Trend Information

As a natural resource exploration company, Continental's activities can be said to be somewhat cyclical. As metals prices have traditionally been cyclical in nature, it is in, primarily, an "event-driven" business, based on exploration results.

Copper prices increased significantly between late 2003 and mid 2008, and then dropped in late 2008. The average price in 2008 was approximately US$3.16/lb. Prices in 2009 ranged from US$1.39/lb in early January to US$3.33/lb at year end, averaging US$2.34/lb for the year.

Prices remain strong in 2010. The average price in 2010 to the date of this report is US$3.30/lb. Although there has been periodic volatility in the gold market, the average annual price has increased for the past four years. The average gold price in 2008 was approximately US$872/oz. In response to the global economic uncertainty that began in mid 2008, gold prices were strong in 2009. Prices ranged from US$802/oz in early January to US$1200/oz in early December and averaging US$974/oz over the year.

Prices remain strong in 2010. The average price in 2010 to the date of this report is US$1,112/oz.

E.           Off-Balance Sheet Arrangements

Continental has no off-balance sheet arrangements.

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As used in this Item 5E the term "off-balance sheet arrangement" means any transaction, agreement or other contractual arrangement to which an entity, unconsolidated with the Company, is a party, under which the Company has:

(a)	any obligation under a guarantee contract that has any of the characteristics identified in paragraph 3 of FASB Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (November 2002) ("FIN 45"), as may be modified or supplemented, excluding the types of guarantee contracts described in paragraphs 6 and 7 of FIN 45;
(b)	a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets;
(c)	any obligation under a derivative instrument that is both indexed to the company's own stock and classified in stockholders' equity, or not reflected, in the company's statement of financial position; or
(d)	any obligation, including a contingent obligation, arising out of a variable interest (as referenced in FASB Interpretation No. 46, Consolidation of Variable Interest Entities (January 2003), as may be modified or supplemented) in an unconsolidated entity that is held by, and material to, the company, where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with, the company.

F.           Tabular Disclosure of Contractual Obligations (as at December 31, 2009)

	Payments due by period (US$)
		Less than 1	1 to 3		More than 5
	Total	year	years	3 to 5 years	years
Accounts payable and  accrued liabilities	3,330,004	3,330,004	–	–	–
Due to related parties	528,003	528,003	–	–	–
Long-term Debt Obligations	–	–	–	–	–
Capital Lease Obligations	–	–	–	–	–
Operating Lease Obligations	–	–	–	–	–
Purchase Obligations	–	–	–	–	–
Other Long-term Liabilities	500,000	500,000	–	–	–
Total	4,358,007	4,358,007	–	–	–

G.           Safe Harbor

The safe harbor provided in Section 27A of the Securities Act and Section 21E of the Exchange Act applies to forward-looking information provided pursuant to Item 5E and F above.

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ITEM 6               DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.           Directors and Senior Management

Name (1)	Year born	Position	Director/Officer Since
Rene G. CARRIER	1944	Director	Since February 2001
David J. COPELAND	1948	Director, Chief Executive Officer and President	Director since November 1995 Chief Executive Officer and President since January 2008
Scott D. COUSENS	1964	Director	Since June 1994
Robert A. DICKINSON	1948	Director	Since June 2004
Gordon J. FRETWELL	1953	Director	Since February 2001
Dickson HALL	1952	Vice President, Business Development	Since October 2005
Gerald PANNETON	1957	Director	Since January 2006 Former Chief Executive Officer and President, until January 2008
Marchand SNYMAN	1967	Chief Financial Officer	Since February 2008
Ronald W. THIESSEN	1952	Co-Chairman and Director	Since November 1995
Trevor THOMAS	1967	Secretary	Since February 2008
Fuyu WANG (2)	1957	Director	Since April 2007 Resigned December 2009
Zhi WANG	1957	Co-Chairman and Director	Since December 2006
Jie (Jack) YANG	1963	Director	Since December 2006
Lydia YANG (3)	1977	Director	Since October 2009

(1)	To the best of the Company's knowledge, none of such persons has any family relationship with any other . Other than Mr. Fuyu Wang, and Ms. Lydia Yang, none of the directors or officers were elected as a director or appointed as an officer as a result of an arrangement or understanding with a major shareholder, customer, supplier, or any other party.
(2)	Mr. Fuyu Wang is the Jinchuan representative appointed to the board of directors pursuant to the Jinchuan Framework Agreement. Mr Fuyu Wang resigned in December 2009. A successor has not been appointed as of the date of this Form 20- F.
(3)	Ms. Lydia Yang is the Zijin representative appointed to the board of directors.

The following is biographical information on each of the persons listed above.

RENE G. CARRIER – Director

Rene Carrier is a past Vice-President of Pacific International Securities Inc. where he worked for ten years, until 1991. Since that time he has been President of Euro-American Capital Corporation, a private company which specializes in restructuring, administration, and raising venture capital funds for junior companies.

Mr. Carrier currently is, or was within the past five years, an officer and/or director of the following public companies:

Company	Positions Held	From	To
Continental Minerals Corporation	Director	February 2001	Present
Amarc Resources Ltd.	Director	May 2008	Present
Chartwell Technology Inc.	Director	June 1991	April 2007
Frontera Copper Corporation	Director	February 2009	June 2009
Heatherdale Resources Ltd.	Director	November 2009	Present
International Royalty Corporation	Lead Director	June 2003	February 2010
Quartz Mountain Resources Ltd.	Director	January 2000	Present
	President	June 2005	Present
Rockwell Diamonds Inc.	Director	April 1993	November 2008

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DAVID J. COPELAND, P.Eng. – President, CEO and Director

David Copeland is a geological engineer who graduated in economic geology from the University of British Columbia. With over 30 years of experience, Mr. Copeland has undertaken assignments in a variety of capacities in mine exploration, discovery and development throughout the South Pacific, Africa, South America and North America. His principal occupation is President and Director of CEC Engineering Ltd., a consulting engineering firm that directs and co-ordinates advanced technical programs for exploration, pre-development and development activities on behalf of companies for which Hunter Dickinson Services Inc. provides services. He is also a director of Hunter Dickinson Services Inc.

Mr. Copeland is, or was within the past five years, an officer and/or director of the following public companies:

Company	Positions Held	From	To
Continental Minerals Corporation	Director	November 1995	Present
	President and Chief Executive Officer	January 2008	Present
Amarc Resources Ltd.	Director	September 1995	Present
Farallon Mining Ltd.	Director	December 1995	April 2009
Great Basin Gold Ltd.	Director	February 1994	March 2008
Heatherdale Resources Ltd.	Director, President and Chief Executive Officer	November 2009	Present
Northern Dynasty Minerals Ltd.	Director	June 1996	Present
Rockwell Diamonds Inc.	Director	September 2006	Present
	Chief Executive Officer	September 2006	September 2007
	Chairman	September 2007	Present
Taseko Mines Limited	Director	March 1994	Present

SCOTT D. COUSENS – Director

Scott Cousens provides management, technical and financial services to a number of publicly traded Hunter Dickinson companies. Mr. Cousens' focus since 1991 has been the development of relationships within the international investment community. Substantial financings and subsequent corporate success has established strong ties with North American, European and Asian investors.

Mr. Cousens is, or was within the past five years, an officer and/or director of the following public companies:

Company	Positions Held	From	To
Continental Minerals Corporation	Director	June 1994	Present
Amarc Resources Ltd.	Director	September 1995	Present
Anooraq Resources Corporation	Director	September 1996	June 2009
Farallon Mining Ltd.	Director	December 1995	April 2007
Great Basin Gold Ltd.	Director	March 1993	November 2006
Heatherdale Resources Ltd.	Chairman/Director	November 2009	Present
Northern Dynasty Minerals Ltd.	Director	June 1996	Present
Rockwell Diamonds Inc.	Director	November 2000	November 2008
Taseko Mines Limited	Director	October 1992	Present

ROBERT A. DICKINSON, B.Sc., M.Sc. – Director

Robert Dickinson is an economic geologist who serves as a member of management of several mineral exploration companies, primarily those for whom Hunter Dickinson Services Inc. He holds a Bachelor of Science degree (Hons. Geology) and a Master of Science degree (Business Administration - Finance) from the University of British Columbia. Mr. Dickinson has also been active in mineral exploration over 40 years. He is a director of Hunter Dickinson Services Inc. He is also President and Director of United Mineral Services Ltd., a private resource company.

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Mr. Dickinson is, or was within the past five years, an officer and/or director of the following public companies:

Company	Positions Held	From	To
Continental Minerals Corporation	Director	June 2004	Present
	Chairman	June 2006	January 2006
	Co-Chairman	January 2006	December 2006
Amarc Resources Ltd.	Director	April 1993	Present
	Chairman	April 2004	Present
Anooraq Resources Corporation	Director	October 2004	June 2009
	Co-Chairman	October 2004	June 2009
Detour Gold Corporation	Director	August 2006	February 2009
Farallon Mining Ltd.	Director	July 1991	April 2007
	Co-Chairman	September 2004	April 2006
Great Basin Gold Ltd.	Director	May 1986	November 2006
	Chairman	April 2004	December 2005
	Co-Chairman	December 2005	November 2006
Heatherdale Resources Ltd.	Director	November 2009	Present
Northern Dynasty Minerals Ltd.	Director	June 1994	Present
	Chairman	April 2004	Present
Rockwell Diamonds Inc.	Director	November 2000	September 2006
	Chairman	November 2000	September 2006
Taseko Mines Limited	Director	January 1991	Present
	Chairman	April 2004	July 2005
	Co-Chairman	July 2005	May 2006

GORDON J. FRETWELL, B.Comm., LLB. – Director

Gordon Fretwell holds a B.Comm. degree and graduated from the University of British Columbia in 1979 with his Bachelor of Law degree. Formerly a partner in a large Vancouver law firm, Mr. Fretwell is a self-employed solicitor (Gordon J. Fretwell Law Corporation) in Vancouver practicing primarily in the areas of corporate and securities law.

Mr. Fretwell is, or was within the past five years, an officer and/or director of the following public companies:

Company	Positions Held	From	To
Continental Minerals Corporation	Director	February 2001	Present
Bell Copper Corporation	Secretary	December 2008	Present
	Director	June 2001	Present
Benton Resources Corp.	Director	March 2005	Present
Copper Ridge Explorations Inc.	Director and Secretary	September 1999	August 2009
Coro Mining Corp.	Director	June 2009	Present
Frontera Copper Corporation	Director	February 2009	June 2009
Grandcru Resources Corp.	Director	December 2002	May 2008

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Company	Positions Held	From	To
ICN Resources Ltd. (formerly Icon Industries Ltd.)	VP of Legal Services	December 2000	March 2009
	Secretary	March 2009	Present
	Director	July 2004	March 2009
International Royalty Corporation	Director	February 2005	February 2010
Keegan Resources Inc.	Director	February 2004	Present
Lignol Energy Corporation	Director	January 2007	Present
Meritus Minerals Ltd.	Director	June 2007	Present
Northern Dynasty Minerals Ltd.	Director	June 2004	Present
Pine Valley Mining Corp.	Director	August 2003	September 2007
Quartz Mountain Resources Ltd.	Director and Secretary	January 2003	Present
Rockwell Diamonds Inc.	Secretary	March 1998	November 2007
	Director	March 1998	September 2006
Quadro Resources Ltd. (formerly Tri- Gold Resources Corp.)	CFO	November 2005	January 2006

DICKSON HALL – Vice President, Business Development

Dickson Hall holds Bachelor and Masters of Arts degrees from the University of British Columbia. Mr. Hall is the founding director of Dickson Hall & Associates, specializing in strategy and business development projects in China. He has an extensive career of over 30 years in the public and private sectors in China and Hong Kong having worked in Beijing and Guangzhou for British Petroleum, represented the Government of British Columbia in Hong Kong and China, and assisted numerous companies with China projects. He speaks, reads and writes Mandarin Chinese.

Mr. Hall is, or was within the past five years, an officer and/or director of the following public companies:

Company	Positions Held	From	To
Continental Minerals Corporation	Vice President, Business Development	October 2005	Present
ACT360	Director	August 2004	Present
CY Oriental Holdings Ltd.	Director	June 2007	March 2009

GERALD P. PANNETON, PGeo (Quebec) – Director

Gerald S. Panneton has been involved in the exploration and mining industry for the last 25 years. Mr. Panneton is a graduate of the University of Montreal (BSc), and McGill University with a Masters Degree in Sciences.

Before joining Continental Minerals Corporation, Mr. Panneton was Director of Advanced Projects and Evaluations for the Exploration – Corporate Development Group for Barrick Gold Corporation, based in Toronto, Canada. His responsibilities included the evaluation and due diligence process of advanced projects throughout the world, in Russia, Europe, Africa, North America, Australia, and Asia.

Mr. Panneton is, or was within the past five years, an officer and/or director of the following public companies:

Company	Positions Held	From	To
Continental Minerals Corporation	Director	January 2006	Present
	President & CEO	January 2006	January 2008
Barrick Gold Corporation	Director Advanced Projects	May 1998	January 2006
Detour Gold Corporation	Director, President & CEO	July 2006	Present

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MARCHAND SNYMAN, CA (SA), CA (AUST) – Chief Financial Officer

Marchand Snyman holds a B Comm. (Accountancy) degree in 1988 and a B Comm. (Hons) (Accountancy) degree in 1989 from the University of Pretoria, and an Advanced Diploma in Treasury Management (cum laude) from the University of South Africa in 1993. He is a member of the Institute of Chartered Accountants in Australia and of the South African Institute of Chartered Accountants. Mr. Snyman is currently the Chief Operating officer of Hunter Dickinson Services Inc.

Prior to starting Muratie Investments Pty Limited in 2003, Mr. Snyman was the General Manager, Corporate Finance and Business Development of Anglo American Platinum Corporation Limited in Johannesburg, South Africa.

Mr. Snyman is, or was within the past five years, an officer and/or director of the following public companies:

Company	Positions Held	From	To
Continental Minerals Corporation	Chief Financial Officer	January 2008	Present
Heatherdale Resources Ltd.	Chief Financial Officer	November 2009	Present
Northern Dynasty Minerals Ltd.	Director	August 2008	Present
	Chief Financial Officer	August 2008	Present

RONALD W. THIESSEN, CA – Co-Chairman of the Board and Director

Ronald W. Thiessen is a Chartered Accountant with professional experience in finance, taxation, mergers, acquisitions and re-organizations. Since 1986, Mr. Thiessen has been involved in the acquisition and financing of mining and mineral exploration companies. Mr. Thiessen is a director of HDSI, a company providing management and administrative services to several publicly-traded companies and focuses on directing corporate development and financing activities.

Mr. Thiessen is, or was within the past five years, an officer and/or director of the following public companies:

Company	Positions Held	From	To
Continental Minerals Corporation	Director	November 1995	Present
	President and Chief Executive Officer	September 2000	January 2006
	Co-Chairman	January 2006	Present
Amarc Resources Ltd.	Director	September 1995	Present
	President and Chief Executive Officer	September 2000	Present
Anooraq Resources Corporation	Director	April 1996	Present
	President and Chief Executive Officer	September 2000	August 2007
Detour Gold Corporation	Director	July 2006	Present
	Chairman	July 2006	March 2009
Farallon Mining Ltd.	Director	August 1994	Present
	Co-Chairman	September 2004	December 2005
	Chairman	December 2005	Present
Great Basin Gold Ltd.	Director	October 1993	Present
	President and Chief Executive Officer	September 2000	December 2005
	Co-Chairman	December 2005	November 2006
	Chairman	November 2006	Present

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Company	Positions Held	From	To
Northern Dynasty Minerals Ltd.	Director	November 1995	Present
	President and Chief Executive Officer	November 2001	Present
Rockwell Diamonds Inc.	Director	November 2000	September 2007
	President and Chief Executive Officer	November 2000	September 2006
	Chairman	September 2006	September 2007
Taseko Mines Limited	Director	October 1993	Present
	President and Chief Executive Officer	September 2000	July 2005
	Co-Chairman	July 2005	May 2006
	Chairman	May 2006	Present
Quadro Resources Ltd. (formerly Tri- Gold Resources Corp.)	Director	July 1992	December 2006

TREVOR THOMAS, LLB – Secretary

Trevor Thomas has practiced in the areas of corporate commercial, corporate finance, securities and mining law since 1995, both in private practice environment as well as in-house positions and is currently in-house legal counsel for Hunter Dickinson Services Inc. Prior to joining Hunter Dickinson Services Inc., he served as in-house legal counsel with Placer Dome Inc.

Mr. Thomas is, or was within the past five years, an officer of the following public companies:

Company	Positions Held	From	To
Continental Minerals Corporation	Secretary	February 2008	Present
Northern Dynasty Minerals Ltd.	Secretary	February 2008	Present
Amarc Resources Ltd.	Secretary	February 2008	Present
Anooraq Resources Corporation	Assistant Secretary	November 2007	Present
Farallon Mining Ltd.	Secretary	December 2007	Present
Heatherdale Resources Ltd.	Secretary	November 2009	Present
Rockwell Diamonds Inc.	Secretary	February 2008	Present
Taseko Mines Limited	Secretary	August 2008	Present

ZHI WANG – Co-Chairman and Director

Zhi Wang completed a diploma in business administration at China Radio & Television University in 1984 and pursued further studies in business administration under an exchange program in Australia 1988. From 2001 to present, Mr. Wang has been Chairman and President of Honglu Investment Holdings, Inc., Tianyubofeng Science & Technology, Inc. and Standard Hotel Management, Co. He has also been President and General Manager of Ziyuewentao Enterprises Inc. from 1997 to present.

Mr. Wang is, or was within the past years, an officer and/or director of the following public companies:

Company	Positions Held	From	To
Continental Minerals Corporation	Director/Co-Chairman	December 2006	Present
Great China Mining Inc.	Director	July 2003	December 2006

JIE (JACK) YANG – Director

Mr. Yang graduated from the Beijing University of International Business & Economics, Beijing, China in 1984 with a Bachelor of Economics degree. Mr. Yang has been President of Sundecin Enterprises Inc. since 1997. In addition, he was Vice-President of Honglu Investment Holdings, Inc. from 2001 to 2003.

Page 38

Mr. Yang is, or was within the past five years, an officer and/or director of the following public companies:

Company	Positions Held	From	To
Continental Minerals Corporation	Director	December 2006	Present
Highbury Projects Inc	Director	October 2005	present
ZYP Capital Corp	Director	November 2008	present
Brand Marvel Worldwide Consumer Products Corporation	Director	November 2008	present
Great China Mining Inc.	Director	July 2003	December 2006
Anfield Nickel Corp	Director	October 2005	April 2009

YI-FANG (LYDIA) YANG – Director

Ms. Yang graduated from the Tam Kang University in Taipei, Taiwan in 2000 with a Bachelors degree. Ms. Yang has been Deputy General Manager of the Zijin Mining Group operations in Fuijan, China since August 2007. In addition, she worked for Pinnacle Mines Ltd. in Vancouver, British Columbia from 2004 to 2007.

Ms. Yang is, or was within the past five years, an officer and/or director of the following public companies:

Company	Positions Held	From	To
Continental Minerals Corporation	Director	October 2009	Present

B.           Compensation

During the Company's financial year ended December 31, 2009, the aggregate cash compensation paid or payable by the Company or its subsidiaries to its directors and senior officers, all of whose financial statements are consolidated with those of the Company, was $1,810,612.

David J. Copeland (President & Chief Executive Officer), Marchand Snyman (Chief Financial Officer), Dickson Hall (Vice President Corporate Development), Jie Yang (Corporate and Government Affairs Advisor), and Xuexin Zhu (Senior Engineering Manager) are each a "Named Executive Officer" ("NEO") of the Company for the purposes of the following disclosure.

The compensation paid to the NEOs during the Company's most recently completed financial year ended December 31, 2009 is as set out below and expressed in Canadian dollars unless otherwise noted:

Name and principal position	Year	Salary ($)	Share- based awards ($)	Option- based awards(4) ($)	Non-equity incentive plan compensation ($)		Pension value ($)	All other compensat'n ($)	Total compensation ($)
					Annual incentive plans (bonus)	Long-term incentive plans
David J. Copeland (1) President & Chief Executive Officer	2009 2008	395,933 406,510	Nil Nil	198,450 275,000	100,000 Nil	Nil Nil	Nil Nil	Nil Nil	694,383 681,510
Marchand Snyman Chief Financial Officer	2009 2008	125,000 57,623	Nil Nil	101,475 220,400	Nil Nil	Nil Nil	Nil Nil	Nil Nil	226,475 278,023
Dickson Hall (2) VP Corporate Development	2009 2008	286,280 270,559	Nil Nil	73,800 43,266	10,000 20,000	Nil Nil	Nil Nil	110,000 Nil	480,080 333,825
Jie Yang (3) Corporate & Government Affairs Advisor	2009 2008	129,064 118,014	Nil Nil	88,200 110,200	10,000 Nil	Nil Nil	Nil Nil	110,000 Nil	337,264 228,214
Xue Xin Zhu Senior Engineering Manager, China Operations	2009 2008	137,500 Nil	Nil Nil	239,850 Nil	6,250 Nil	Nil Nil	Nil Nil	51,055 Nil	434,655 Nil

Notes:

(1)	Mr. Copeland was appointed President and Chief Executive Officer of the Company effective January 31, 2008. Compensation payments were made to CEC Engineering Ltd., a private company owned by Mr. Copeland.
(2)	Compensation payments were made to Dickson Hall & Associates, a private company owned by Mr. Hall.
(3)	Compensation payments were made to Sundecin Enterprises Inc., a private company owned by Mr. Yang.
(4)	The options were granted pursuant to the Stock Option Plan. For compensation purposes, the Black-Scholes option valuation model has been used to determine the fair value on the date of grant. The Black-Scholes option valuation is determined using the expected life of the stock option, expected volatility of the Company's common share price, expected dividend yield, and the risk-free interest rate.

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Messrs. Copeland and Snyman do not serve the Company solely on a full-time basis, and their compensation from the Company is allocated based on the estimated amount of time spent providing services to the Company. Messrs. Hall, Zhu and Yang work on the Company's activities on a substantially full-time basis.

Pension Plan Benefits

The Company has no pension or deferred compensation plans for its directors, officers or employees.

Termination and Change of Control Benefits

There are no compensatory plan(s) or arrangement(s), with respect to the Named Executive Officer resulting from the resignation, retirement or any other termination of employment of the officer's employment or from a change of the Named Executive Officer's Responsibilities following a change in control.

Director Compensation

The compensation provided to the directors, excluding two directors who are included in disclosure for a NEO, for the Company's most recently completed financial year of December 31, 2009 was:

Director Compensation Table

Name	Fees earned ($)	Share-based Awards ($)	Option-based awards (3) ($)	Non-equity incentive plan compensation ($)	Pension value ($)	All other compensation ($)	Total ($)
Fuyu Wang (4)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Gerald Panneton	Nil	Nil	44,100	Nil	Nil	Nil	44,100
Gordon J Fretwell	23,000	Nil	44,100	Nil	Nil	Nil	67,100
Lydia Yang (5)	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Rene G Carrier	28,000	Nil	44,100	Nil	Nil	Nil	72,100
Robert A Dickinson	20,000	Nil	44,100	Nil	Nil	Nil	64,100
Ron Thiessen Co-Chairman	70,000	Nil	121,275	Nil	Nil	Nil	191,275
Scott D Cousens	50,000	Nil	44,100	Nil	Nil	Nil	94,100
Zhi Wang Co-Chairman	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1)	Independent directors receive, effective January 1, 2008, an annual fee of $20,000 for their services as a director, and an additional $5,000 for serving as Audit Committee Chairperson and $3,000 for serving as Chairperson of any other Committee of the Board
(2)	Compensation for the services of Messrs. Thiessen, Cousens and Dickinson is paid through Hunter Dickinson Services Inc.
(3)	The options granted in the 2009 financial year were granted pursuant to the Company's Stock Option Plan. For compensation purposes, the Black-Scholes option valuation model has been used to determine the fair value on the date of grant. The Black-Scholes option valuation is determined using the expected life of the stock option, expected volatility of the Company's common share price, expected dividend yield, and risk-free interest rate.
(4)	Mr. Fuyu Wang resigned from the Board of Directors in December 2009
(5)	Ms. Lydia Yang joined the Board in October 2009

C.           Board Practices

All directors were re-elected at the June 2009 annual general meeting and have a term of office expiring at the next annual general meeting of Continental scheduled to be held in June 2010. All officers have a term of office lasting until their removal or replacement by the board of directors.

Except as noted above, there were no arrangements, standard or otherwise, pursuant to which directors were compensated by Continental or its subsidiaries for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultants or experts during the most recently completed financial year.

There are no contracts providing for benefits upon termination to any director.

Audit Committee

As at December 31, 2009, the members of the audit committee were Messrs. Rene Carrier, Scott Cousens, and Gordon Fretwell. All members are financially literate. Messrs Carrier and Fretwell are independent. The audit committee is elected annually by the directors of Continental, at the first meeting of the board held after Continental's annual general meeting.

The purpose of the audit committee is to assist the board of directors in its oversight of the integrity of the Company's financial, accounting and reporting processes, and in particular its financial statements and other relevant public disclosures. It must ensure the Company's compliance with legal and regulatory requirements relating to financial reporting, the external auditors' qualifications and independence and the performance of the internal controls. The audit committee is responsible for the retention or termination of the external auditors. The audit committee reviews the external audit plan and the results of the audit, reviews with the external auditors any audit problems or difficulties and management's response, approves all audit engagement fees and terms and pre-approves all audit and permitted non-audit services to be performed by the external auditors.

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The audit committee also reviews all financial statements of the Company prior to their publication and all audits and management discussions and analysis, as well as considers the adequacy of the audit procedures, recommends the appointment of independent auditors, reviews and approves professional services to be rendered by them and reviews fees for audit services.

The audit committee discusses with management the adequacy of the Company's system of internal accounting and financial controls. The audit committee has direct communication channels with the Company's external auditors and legal advisors. The audit committee will establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters, and for the confidential, anonymous submission by employees of the Company of concerns regarding possibly questionable accounting or auditing matters. The audit committee holds periodic meetings with the external auditors without the presence of management. The mandate of the audit committee empowers it to retain legal, accounting or other advisors at the Company's expense, and requires the audit committee to evaluate the functioning of the audit committee on an annual basis.

Nomination of Directors

The Board considers its size each year when it considers the number of directors required, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience.

The Board has established a Nominating and Governance Committee consisting of Gordon Fretwell, Rene G. Carrier and Ronald Thiessen. A charter for the Nominating and Governance Committee has been adopted and this charter is included in the Company's corporate governance policies and procedures manual, which is available for viewing at the Company's website at www.continentalminerals.com.

The Nominating and Governance Committee has been given the responsibility of developing and recommending to the Board, the Company's approach to corporate governance. The Nominating and Governance Committee will review with management all new and modified rules and policies applicable to governance of the Company to assure that the Company remains in full compliance with such requirements.

The nominating function of the Nominating and Governance Committee is to evaluate and recommend to the Board the size of the Board and persons as nominees for the position of Director of the Company.

Compensation

The Board has established a Compensation Committee consisting of Rene G. Carrier, Gordon Fretwell and Ronald Thiessen. A charter for the Compensation Committee has been adopted. This Charter is included in the Company's corporate governance policies and procedures manual, which is available for viewing at the Company's website at www.continentalminerals.com.

The function of the Compensation Committee is to review, on an annual basis, the compensation paid to the Company's executive officers and to the Directors, to review the performance and compensation paid to the Company's executive officers and to make recommendations on compensation to the Board. In addition, the Committee will review annually the compensation plans for the Company's non-executive staff.

D.           Employees

At April 20, 2010, Continental had two direct employees in Canada. There were approximately 50 employees in China. Continental's administrative and exploration functions are primarily administered through HDSI. (see Item 7B).

E.           Share Ownership

Security Holdings by Directors and Senior Management

Common and preferred shares held by directors and senior management as at April 20, 2010:

Name and Position	Securities Beneficially Owned or Controlled	Percentage of total shares of that class
Rene G. Carrier Director	195,500 common shares (1) 360,000 options	0.13% of all common shares
David J. Copeland President, CEO and Director	2,275,419 common shares (1) 1,070,000 options	1.49 % of all common shares

Page 41

Name and Position	Securities Beneficially Owned or Controlled	Percentage of total shares of that class
Scott D. Cousens Director	1,664,389 common shares (1) 460,000 options	1.09 % of all common shares
Robert A. Dickinson Director	1,753,091 common shares (2) 481,620 preferred shares (2) 460,000 options	1.15 % of all common shares 3.9% of all preferred shares
Gordon J. Fretwell Director	88,750 common shares (3) 360,000 options	0.06 % of all common shares
Dickson Hall Vice President	Nil common shares (1) 570,000 options	Nil % of all common shares
Gerald Panneton Director	21,500 common shares (1) 760,000 options	0.01 % of all common shares
Marchand Snyman Chief Financial Officer	Nil common shares (1) 565,000 options	Nil % of all common shares
Ronald W. Thiessen Co-Chairman and Director	1,925,420 common shares (1) 765,000 options	1.26 % of all common shares
Trevor Thomas Secretary	Nil common shares (1) 175,000 options	Nil % of all common shares
Jie (Jack) Yang Director	569,196 common shares (1) 520,000 options	0.37 % of all common shares
Lydia Yang Director	Nil common shares (1) Nil options	Nil % of all common shares
Zhi Wang Co-Chairman and Director	2,276,784 common shares (1) 900,000 options	1.49 % of all common shares
TOTAL	10,770,049 common shares 481,620 preferred shares	7.05% of all common shares 3.9% of all preferred shares

1	Certain of these shares are held by Euro American Capital Corporation, a private company that is wholly owned by Mr. Carrier.
2	Certain of these shares are held by United Mineral Services, a private company that is wholly owned by Mr. Dickinson.
3	Certain of these shares are held by Gordon J. Fretwell Law Corporation, a private company that is wholly owned by Mr. Fretwell.

As at April 20, 2010, the directors and officers of Continental and their affiliate held as a group, directly and indirectly, own or control an aggregate of 10,770,049 common shares (7.05%) . Continental's preferred shares are non-voting.

Page 42

Share purchase options to acquire common shares held by directors and senior management as at April 20, 2010:

Name and country of	Exercise			Number of
residence	Price	Grant Date	Expiry Date	options
Carrier R, Canada	$ 1.32	May 1, 2008	May 2, 2011	100,000
	$ 1.61	June 28, 2006	February 28, 2011	100,000
	$ 2.01	March 16, 2007	February 28, 2012	100,000
	$ 1.05	July 28, 2009	July 28, 2014	60,000
Carrier R Total				360,000
Copeland D, Canada	$ 1.32	May 1, 2008	May 2, 2011	500,000
	$ 1.61	June 28, 2006	February 28, 2011	200,000
	$ 2.01	March 16, 2007	February 28, 2012	100,000
	$ 1.05	July 28, 2009	July 28, 2014	270,000
Copeland D Total				1,070,000
Cousens S, Canada	$ 1.32	May 1, 2008	May 2, 2011	100,000
	$ 1.61	June 28, 2006	February 28, 2011	200,000
	$ 2.01	March 16, 2007	February 28, 2012	100,000
	$ 1.05	July 28, 2009	July 28, 2014	60,000
Cousens S Total				460,000
Dickinson R, Canada	$ 1.32	May 1, 2008	May 2, 2011	100,000
	$ 1.61	June 28, 2006	February 28, 2011	200,000
	$ 2.01	March 16, 2007	February 28, 2012	100,000
	$ 1.05	July 28, 2009	July 28, 2014	60,000
Dickinson R Total				460,000
Fretwell G, Canada	$ 1.32	May 1, 2008	May 2, 2011	100,000
	$ 1.61	June 28, 2006	February 28, 2011	100,000
	$ 2.01	March 16, 2007	February 28, 2012	100,000
	$ 1.05	July 28, 2009	July 28, 2014	60,000
Fretwell G Total				360,000
Hall D, Canada	$ 1.68	September 21, 2007	February 28, 2011	250,000
	$ 1.32	May 1, 2008	May 2, 2011	200,000
	$ 1.05	July 28, 2009	July 28, 2012	120,000
Hall D Total				570,000
Panneton G, Canada	$ 1.61	February 28, 2006	February 28, 2011	700,000
	$ 1.05	July 28, 2009	July 28, 2014	60,000
Panneton G Total				760,000
Snyman M, Canada	$ 1.32	May 1, 2008	May 2, 2011	400,000
	$ 1.05	July 28, 2009	July 28, 2012	165,000
Snyman M Total				565,000
Thiessen R, Canada	$ 1.32	May 1, 2008	May 2, 2011	300,000
	$ 1.61	September 21, 2007	February 28, 2011	200,000
	$ 2.01	March 16, 2007	February 28, 2012	100,000
	$ 1.05	July 28, 2009	July 28, 2014	165,000
Thiessen R Total				765,000
Wang Z, USA	$ 1.32	May 1, 2008	May 2, 2011	100,000
	$ 1.61	December 15, 2006	February 28, 2011	700,000
	$ 2.01	March 16, 2007	February 28, 2012	100,000
Wang Z Total				900,000
Yang J, Canada	$ 1.32	May 1, 2008	May 2, 2011	200,000
	$ 2.01	March 16, 2007	February 28, 2012	200,000
	$ 1.05	July 28, 2009	July 28, 2014	120,000
Yang J Total				520,000

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Arrangements involving the employees in the capital of the Company

As at April 20, 2010, an aggregate of 15,286,243 common shares were available for issuance pursuant to Continental's Share Incentive Plan, described below.

Share Incentive Plan

In order to provide incentive to directors, officers, employees, management and others who provide services to the Company to act in the best interests of the Company, the Company has adopted a Share Incentive Plan (the "Plan").

At the Company's annual general meeting (the "Meeting") held in June 2006, shareholders approved a share option plan. The Plan is based on the maximum number of eligible shares equaling a rolling percentage of up to 10% of the Company's outstanding common shares, calculated from time to time. Pursuant to the Plan, if outstanding options are exercised, or expire, or the number of issued and outstanding common shares of the Company increases, the number of options available to grant under the Plan increases proportionately. The exercise price of each option is set by the board of directors at the time of grant but cannot be less than the market price. Options can have a maximum term of five years and typically terminate 90 days following the termination of the optionee's employment or engagement, except in the case of retirement or death. Vesting of options is at the discretion of the board of directors at the time the options are granted.

As at April 20, 2010, under the Plan 12,304,900 options were outstanding. There remained a further 2,981,343 shares available for granting as options under the Plan.

Eligible Optionees

Under the policies of the TSX Venture, to be eligible for the issuance of a stock option under the Plan an Optionee must either be a director, officer, employee, consultant or an employee of a company providing management or other services to the Company or to a subsidiary at the time the option is granted. Options may be granted only to an individual or to a company that is wholly-owned by individuals eligible for an option grant. If the option is granted to a non-individual, the company must provide the TSX Venture with an undertaking that it will not permit any transfer of its securities, nor issue further securities, to any other individual or entity as long as the incentive stock option remains in effect without the consent of the TSX Venture.

Insider Limitations

The number of shares reserved for issuance under options granted to insiders may exceed 10% of the issued shares, and, within a 12 month period, the number of options granted to insiders may exceed 10% of the issued shares.

Disinterested Shareholder Approval

In accordance with the requirements of the TSXV and the terms of the Plan, disinterested shareholder approval was received at the Meeting.

"Disinterested Shareholder Approval" means the approval by a majority of the votes cast by all shareholders of the Company at the Meeting excluding votes attached to listed shares beneficially owned by insiders of the Company to whom the options have been granted under the existing plan and associates of those insiders.

ITEM 7               MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.           Major Shareholders

Major Shareholders

Continental is a publicly-held corporation, with its shares held by residents of Canada, the United States of America and other countries. To the best of Continental's knowledge, other than as noted below, no person, corporation or other entity beneficially owns, directly or indirectly, or controls more than 5% of the common shares of Continental, the only class of securities with voting rights. For these purposes, "beneficial ownership" means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security.

As at April 20, 2010, Jinchuan Group Limited ("Jinchuan") of Gansu Province, China, held 18,000,000 common shares of Continental, representing approximately 11.78% of the common shares outstanding. Jinchuan holds the right to appoint one nominee to hold one seat on the Company's board of directors and maintains this right for so long as it maintains its initial percentage interest (of approximately 8.3%) in the outstanding common shares of the Company.

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As of April 20, 2010, Jinchuan had exercised this right, and Mr. Fuyu Wang served as a director of Company pursuant to this right. He resigned in December 2009. As of the date of this Form 20-F a replacement individual had been named and in the process of being appointed.

As at April 20, 2010, a wholly owned subsidiary of Zijin Mining Group Co., Ltd. ("Zijin Mining") held 21,121,495 common shares of Continental, representing approximately 13.82% of the common shares outstanding. Zijin Mining holds the right to appoint one nominee to hold one seat on the Company's board of directors. As of April 20, 2010, Zijin Mining had exercised this right, and Ms. Lydia Yang serves as a director of Company pursuant to this right.

As at April 20, 2010, Taseko Mines Limited held 7,827,726 common shares of Continental, representing approximately 5.12% of the common shares outstanding.

All of the common shares have the same voting rights.

Geographic Breakdown of Shareholders

As of April 20, 2010, Continental's register of shareholders indicates that Continental's common shares are held as follows:

	Number of
	registered
	shareholders		Percentage of total
Location	of record	Number of shares	shares
Canada	534	85,759,004	56.10%
United States	1,833	26,623,355	17.42%
Other	522	40,480,068	26.48%
	2,889	152,862,427	100.00%

Shares registered in intermediaries were assumed to be held by residents of the same country in which the clearing house was located.

Transfer Agent

Continental's securities are recorded on the books of its transfer agent, Computershare Trust Company of Canada located at 4th Floor, 510 Burrard Street, Vancouver, B.C. V6C 3B9 (604) 661-0271 in registered form. However, the majority of such shares are registered in the name of intermediaries such as brokerage houses and clearing houses (on behalf of their respective brokerage clients). Continental does not have knowledge or access to the identities of the beneficial owners of such shares registered through intermediaries.

Control

To the best of its knowledge, Continental is not directly or indirectly owned or controlled by any other corporation, by any foreign government or by any other natural or legal person, severally or jointly, other than as noted above under Major Shareholders. There are no arrangements known to Continental which, at a subsequent date, may result in a change in control of Continental.

Insider Reports under the British Columbia Securities Act

Under the British Columbia Securities Act, "insiders" (generally, officers, directors and holders of 10% or more of Continental's shares) are currently required to file insider reports of changes in their ownership within ten calendar days (subject to pending amendments to reduce the period to five calendar days) following a trade in Continental's securities. Copies of such reports are available for public inspection at the offices of the British Columbia Securities Commission, 9th Floor, 701 West Georgia Street, Vancouver, British Columbia V7Y 1L2 (phone (604) 899-6500) or at the British Columbia Securities Commission web site (www.bcsc.bc.ca). In British Columbia, all insider reports must be filed electronically ten calendar days following the date of the trade at www.sedi.ca. The public is able to access these reports at www.sedi.ca.

B.           Related Party Transactions

Except as disclosed herein, Continental has not, since the beginning of its last fiscal year ended December 31, 2009, and does not propose to:

(1)	enter into any transactions which are material to Continental or a related party or any transactions unusual in their nature or conditions involving goods, services or tangible or intangible assets to which Continental or any its former subsidiaries was a party;
(2)	make any loans or guarantees directly or through any of its former subsidiaries to or for the benefit of any of the following persons:
	(a)	enterprises that directly or indirectly through one or more intermediaries, control or controlled by or are under common control with Continental;
	(b)	associates of Continental (unconsolidated enterprises in which Continental has significant influence or which has significant influence over Continental) including shareholders beneficially owning 10% or more of the outstanding shares of Continental;

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(c)	individuals owning, directly or indirectly, shares of Continental that gives them significant influence over Continental and close members of such individuals families;
(d)	key management personnel (persons having authority in responsibility for planning, directing and controlling the activities of Continental including directors and senior management and close family members of such directors and senior management); or
(e)	enterprises in which a substantial voting interest is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.

Hunter Dickinson Services Inc.

Management and administrative services agreement

Hunter Dickinson Services Inc. ("HDSI") (formerly Hunter Dickinson Inc.) is a private company owned equally by several public companies, one of which is Continental. 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 per agreement dated June 1, 2008, as described above under "Business Overview – Association with Hunter Dickinson Services Inc." During the fiscal year ended December 31, 2009, Continental paid approximately $0.35 million (2008 – $0.83 million; 2007 – $0.65 million), to HDSI for reimbursement for third party expenses and services rendered, and paid $2.82 million (2008 – $2.58 million; 2007 – $2.11 million) for time billings expenses. Advances pursuant to this agreement were non-interest bearing and due on demand.

Zhi Wang

Upon completion of the Merger, Mr. Zhi Wang was appointed a director of Continental in accordance with the Merger Agreement. During the year ended December 31, 2009, the Company paid $nil (2008 – $291,226; 2007 – $227,614;) and $nil (2008 – $238,080; 2007 – $461,445) to Tibet Bojing Minerals Investment Limited ("Tibet Bojing") and Beijing Honglu Shengdi Consulting Services Limited ("Beijing Honglu"), two companies controlled by Mr. Zhi Wang, for consulting services.

Merger Agreement

During 1996, Mr. Zhi Wang was issued 2,276,784 common shares of Continental upon completion of the Merger in exchange for his 20,000,000 shares of GMCI. On becoming a director of Continental, Mr. Wang was granted stock options of Continental to purchase 700,000 shares exercisable at Cdn$1.61 per share and expiring the earlier of February 28, 2011, or 90 days following the date that he ceases to be a director.

Post-Merger Agreement

During fiscal 2006, Continental entered into the Post-Merger Agreement, as described in detail above under "History and Development of the Company – Post-Merger Agreement with Zhi Wang".

Acquisition of Surrounding Properties

Mr. Wang had an interest in the acquisition of the Surrounding Properties acquired by Continental concurrent with the completion of the Merger, as described in detail above under "History and Development of the Company – Acquisition of Surrounding Properties".

Jie Yang

Upon completion of the Merger, Mr. Jie ("Jack") Yang was appointed as a director of Continental in accordance with the Merger Agreement.

During the prior year, Mr. Yang was issued 569,196 common shares of Continental upon completion of the Merger in exchange for his 5,000,000 shares of GMCI. On becoming a director of Continental, Mr. Yang was granted stock options of Continental to purchase 200,000 shares exercisable at Cdn$1.61 per share and expiring the earlier of February 28, 2011, or 90 days following the date that Mr. Yang ceases to be a director.

During the year ended December 31, 2009, the Company paid $139,064 (2008 – $118,014; 2007 – $147,753) to Sundecin Enterprises Inc., a company controlled by Mr. Yang for consulting services. A further amount of $110,000 (2008 – $nil) paid to his company has been charged to share issuance costs.

Other Related Party Transactions

(a)	During the year ended December 31, 2009, the Company paid $495,933 (2008 – $406,510; 2007 - $169,762) to C.E.C. Engineering Ltd, a company controlled by a director of the Company, for engineering services.
(b)	During the year ended December 31, 2009, the Company paid $296,280 (2008 – $270,560; 2007 - $271,336) to Dickson Hall & Associates, a company controlled by Mr. Hall, for consulting services. A further amount of $110,000 (2008 – $nil) paid to his company has been charged to share issuance costs.

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(c)	During the year ended December 31, 2009, the Company paid $218,530 (2008 – $237,448; 2007 – $279,956) to Qi Deng, a director of Tian Yuan, the Company's main Tibetan subsidiary, for consulting and project management services.
(d)	During the year ended December 31, 2009, the Company paid $119,003 (2008 – $53,716; 2007 – nil) to Dong Ouyang, who, in September 2008, became a director of Tian Yuan, the Company's main Tibetan subsidiary, for administrative and managerial services.

C.           Interests of Experts and Counsel

Not applicable.

ITEM 8               FINANCIAL INFORMATION

A.           Consolidated Statements and Other Financial Information

Item 17 of this Form 20-F contains Continental's audited consolidated annual financial statements as at December 31, 2009 and 2008 and each of the years in the three year period ended December 31, 2009.

Legal Proceedings

Continental is not involved in any litigation or legal proceedings (including those relating to bankruptcy, receivership or similar proceedings), and to Continental's knowledge, no material legal proceedings involving Continental or its subsidiaries are to anticipated be initiated against Continental.

Dividend Policy

The Company has not paid any dividends on its outstanding common shares since its incorporation and does not anticipate that it will do so in the foreseeable future. All funds of Continental are being retained for exploration of its projects.

B.           Significant Changes

There have been no significant changes to the accompanying consolidated financial statements since December 31, 2009, except as disclosed in this Annual Report on Form 20-F.

ITEM 9               THE OFFER AND LISTING

A.           Offer and Listing Details

Trading Markets

The common shares of the Company are (a) listed the TSX Venture Exchange and trade under the symbol KMK, and (b) quoted on the OTC Bulletin Board ("OTC-BB") and trade under the symbol KMKCF.

The following is a summary, on an annual basis, of the high and low prices of Continental's shares on the TSX Venture Exchange and the OTC-BB during Continental's last five financial years and any subsequent period:

TSX VENTURE EXCHANGE: KMK			OTC-BB: KMKCF
Trading in Canadian Dollars			Trading in United States dollars
	High	Low		High	Low
	(C$)	(C$)		(US$)	(US$)
Annual			Annual
2003	0.84	0.20	2003	0.64	0.16
2004	2.25	0.79	2004	1.70	0.51
2005	2.10	0.94	2005	1.82	0.78
2006	2.96	1.31	2006	2.67	1.17
2007	2.26	1.25	2007	1.92	1.23
2008	1.74	0.30	2008	1.71	0.20
2009	2.32	0.33	2009	2.25	0.25
2010 (to April 20, 2010)	2.33	1.89	2010 (to April 20, 2010)	2.30	1.77

The following is a summary, on a fiscal quarter basis, of the high and low prices of Continental's shares on the TSX Venture Exchange and the OTC Bulletin Board during Continental's two most recent financial years and any subsequent period:

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TSX VENTURE EXCHANGE: KMK			OTC-BB: KMKCF
Trading in Canadian Dollars			Trading in United States dollars
	High	Low		High	Low
By Quarter	(C$)	(C$)	By Quarter	(US$)	(US$)
Calendar 2007			Calendar 2007
1st Quarter	2.26	1.55	1st Quarter	1.92	1.31
2nd Quarter	2.12	1.52	2nd Quarter	1.82	1.43
3rd Quarter	1.82	1.33	3rd Quarter	1.71	1.23
4th Quarter	1.84	1.25	4th Quarter	1.82	1.33
Calendar 2008			Calendar 2008
1st Quarter	1.74	1.24	1st Quarter	1.71	1.22
2nd Quarter	1.40	0.90	2nd Quarter	1.40	0.90
3rd Quarter	1.04	0.66	3rd Quarter	1.01	0.60
4th Quarter	0.80	0.30	4th Quarter	0.98	0.20
Calendar 2009			Calendar 2009
1st Quarter	0.60	0.33	1st Quarter	0.27	0.52
2nd Quarter	1.25	0.56	2nd Quarter	0.45	1.15
3rd Quarter	1.33	0.91	3rd Quarter	0.79	1/23
4th Quarter	2.32	1.19	4th Quarter	1.05	2.25
Calendar 2010			Calendar 2010
1st Quarter (ended March 31)	2.33	1.91	1st Quarter (ended March 31)	2.23	1.80

The following is a summary, on a monthly basis, of the high and low prices of Continental's shares on the TSX Venture Exchange and the OTC Bulletin Board during the past six months:

TSX VENTURE: KMK			OTC-BB: KMKCF
Trading in Canadian Dollars			Trading in United States dollars
	High	Low		High	Low
Monthly	($)	($)	Monthly	(US$)	(US$)
October 2009	1.70	1.13	October 2009	1.59	1.05
November 2009	2.15	1.55	November 2009	2.07	1.47
December 2009	2.38	2.00	December 2009	2.25	1.87
January 2010	2.33	1.90	January 2010	2.25	1.77
February 2010	2.15	1.89	February 2010	2.06	1.77
March 2010	2.33	1.93	March 2010	2.30	1.85
April 2010 (to April 20, 2010)	2.24	2.12	April 2010 (to April 20, 2010)	2.23	2.10

B.           Plan of Distribution

Not applicable.

C.           Markets

In Canada, the shares of Continental have traded on the TSX Venture Exchange (formerly the Canadian Venture Exchange and successor to the Vancouver Stock Exchange) since the 1960s (symbol-KMK). The Company's shares traded on the Toronto Stock Exchange from March 21, 1988 to March 27, 2000. In the United States, from 1986 to 1992, Continental's shares traded on the National Association of Securities Dealers Automated Quotation System (NASDAQ). Trading of Continental's shares on NASDAQ resumed on July 26, 1996 and continued until December 1, 1998. Continental's shares ceased trading on NASDAQ and now trade on the OTC-BB (symbol-KMKCF).

D.           Selling Shareholders

Not applicable.

E.           Dilution

Not applicable.

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F.           Expenses of the Issue

Not applicable.

ITEM 10             ADDITIONAL INFORMATION

A.           Share Capital

Not applicable.

B.           Articles of Association

Continental was incorporated on February 7, 1962 pursuant to the Companies Act (British Columbia), later the Company Act. Continental's corporate constituting documents were then comprised of its Articles of Association ("Articles") and Memorandum of Incorporation.

The Business Corporations Act (British Columbia) ("BCA") was adopted in British Columbia in 2004 and is now in effect. The Business Corporations Act replaces the Company Act (British Columbia) and adopts many provisions similar to those contained in corporate legislation elsewhere in Canada.

In order to take full advantage of the flexibility offered by the BCA, Continental adopted a new form of Articles that incorporates provisions permitted under the BCA, which became effective upon the filing of a Notice of Alteration to Continental's Articles with the British Columbia Registrar of Companies on February 22, 2006. The Notice of Alteration and the adoption of the new form of Articles (the "Articles") was approved by special resolution of Continental's shareholders. The Articles were adopted by Continental with a view to updating its charter documents to bring them into line with the BCA and incorporating some of the new provisions of the BCA.

The following is a summary of certain material provisions of (i) Continental's Notice of Articles filed with the British Columbia Registrar of Companies on February 22, 2006, as amended by the Notice of Alteration approved by shareholders, (ii) Continental's new Articles, as adopted by shareholders, and (iii) certain provisions of the BCA and related laws applicable to Continental:

1.           Objects and Purposes

Continental's Memorandum and Articles do not specify objects or purposes. Continental is entitled under the BCA to carry on all lawful businesses which can be carried on by a natural person.

2.           Directors

Generally

The Directors of Continental are generally empowered, by majority vote, to manage the business and to bind Continental to all manners of agreements and transactions as they see fit, acting in the best interests of Continental. So long as the Preferred Shares are outstanding, Continental directors are restricted from effecting certain kinds of dividends and distributions on the common shares.

Director's power to vote on a proposal, arrangement or contract in which the director is interested.

According to the BCA, a director holds a disclosable interest in a contract or transaction if:

1.	the contract or transaction is material to the company;
2.	the company has entered, or proposes to enter, into the contract or transaction, and
3.	either of the following applies to the director:
	a.	the director has a material interest in the contract or transaction;
	b.	the director is a director or senior officer of, or has a material interest in, a person who has a material interest in the contract or transaction.

However, the BCA also provides that in the following circumstances, a director does not hold a disclosable interest in a contract or transaction if:

1. the situation that would otherwise constitute a disclosable interest arose before the coming into force of the BCA or, if the company was recognized under the BCA, before that recognition, and was disclosed and approved under, or was not required to be disclosed under, the legislation that:

a. applied to the company on or after the date on which the situation arose; and

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b. is comparable in scope and intent to the provisions of the BCA;

2.	both the company and the other party to the contract or transaction are wholly-owned subsidiaries of the same corporation;
3.	the company is a wholly-owned subsidiary of the other party to the contract or transaction;
4.	the other party to the contract or transaction is a wholly-owned subsidiary of the company; or
5.	where the director or senior officer is the sole shareholder of the company or of a corporation of which the company is a wholly-owned subsidiary.

The BCA further provides that a director of a company does not hold a disclosable interest in a contract or transaction merely because:

1.	the contract or transaction is an arrangement by way of security granted by the company for money loaned to, or obligations undertaken by, the director or senior officer, or a person in whom the director or senior officer has a material interest, for the benefit of the company or an affiliate of the company;
2.	the contract or transaction relates to an indemnity or insurance;
3.	the contract or transaction relates to the remuneration of the director or senior officer in that person's capacity as director, officer, employee or agent of the company or of an affiliate of the company;
4.	the contract or transaction relates to a loan to the company, and the director or senior officer, or a person in whom the director or senior officer has a material interest, is or is to be a guarantor of some or all of the loan; or
5.	the contract or transaction has been or will be made with or for the benefit of a corporation that is affiliated with the company and the director or senior officer is also a director or senior officer of that corporation or an affiliate of that corporation.

Under Continental's Articles, a director or senior officer who holds a disclosable interest (as that term is used in the BCA) in a contract or transaction into which Continental has entered or proposes to enter:

1.	is liable to account to Continental for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Act;
2.	is not entitled to vote on any directors' resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution; and
3.	may be counted in the quorum at the meeting of directors at which the contract or transaction is considered for approval whether or not the director votes on any or all of the resolutions considered at the meeting.

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual's duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the BCA. No director or intended director is disqualified by his or her office from contracting with Continental either with regard to the holding of any office or place of profit the director holds with Continental or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of Continental in which a director is in any way interested is liable to be voided for that reason.

Directors' power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body.

The compensation of the directors is decided by the directors unless the board of directors requests approval to the compensation from the shareholders by ordinary resolution. The BCA provides that a director of a company does not hold a disclosable interest in a contract or transaction merely because the contract or transaction relates to the remuneration of the director or senior officer in that person's capacity as director, officer, employee or agent of Continental or of an affiliate of Continental.

Borrowing powers exercisable by the directors.

Under the Articles, the directors may, on behalf of Continental:

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1.	Borrow money in such manner and amount, on such security, from such sources and upon such terms, and conditions as they consider appropriate;
2.	Issue bonds, debentures, and other debt obligations either outright or as a security for any liability or obligation of Continental or any other person and at such discounts or premiums and on such other terms as they consider appropriate;
3.	guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
4.	mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of Continental.

Retirement and non-retirement of directors under an age limit requirement.

There are no such provisions applicable to Continental under its Memorandum or its Articles or the BCA.

Number of shares required for a director's qualification.

Directors need not own any shares of Continental in order to qualify as directors.

3.           Rights, Preferences and Restrictions Attaching to Each Class of Shares

Classes of Shares

Continental has two classes of shares, namely common without par value and Non-voting Redeemable Preferred Shares (the "Preferred Shares"). The common shares are unlimited in number but the number of Preferred Shares is fixed.

Dividends

Dividends may be declared by the board out of available assets and are paid rateably to holders of common shares but not so long as the Preferred Shares are still outstanding. No dividend may be paid if Continental is, or would thereby become, insolvent.

Distributions on the Preferred Shares are limited to and dependent upon the related redemption of Continental's holdings of preferred shares of Gibraltar Mines Limited and any distribution is dependent on the occurrence of events described in Article 27 which govern the Preferred Shares.

Voting Rights

Each Continental common share is entitled to one vote on matters to which common shares ordinarily vote including the annual election of directors, appointment of auditors and approval of corporate changes. Directors automatically retire at each annual meeting, and may be elected thereat. There are no staggered directorships among Continental's directors. There are no cumulative voting rights applicable to Continental.

The Preferred Shares are non-voting.

Rights to Profits and Liquidation Rights

All common shares of Continental participate rateably in any net profit or loss of Continental and share rateably any available assets in the event of a winding up or other liquidation.

The interest of the Preferred Shares in the assets of Continental are limited by Article 27 to the value of the preferred shares held by Continental in the capital of Gibraltar Mines Limited, a subsidiary of Taseko Mines Limited. These so-called underlying preferred shares are in turn dependent on a realization (of value) event occurring for Gibraltar in connection with a gold property acquired from Continental in 2001 known as the Harmony Project (on Haida Gwaii – Queen Charlotte Islands, British Columbia).

Redemption

The common shares are not redeemable.

The Preferred Shares are redeemable at the time Continental redeems its shares in Gibraltar Mines Limited by exchanging them for a number of Taseko Mines Limited common shares. This redemption must occur no later than 2011.

Sinking Fund Provisions

Continental has no sinking fund provisions or similar obligations which require it to, restrict its assets except for limitations on dealing with its preferred shares in Gibraltar Mines Limited, which are retained for the sole benefit of the holders of Continental's Preferred Shares.

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Shares Fully Paid

All Continental shares must, by applicable law, be issued as fully paid for cash, property or services. They are therefore non-assessable and not subject to further calls for payment.

Pre-emptive Rights

There are no pre-emptive rights as a consequence of Continental's Articles or the BCA which provide a right to any person to participate in offerings of Continental's equity or other securities, except as noted below.

With respect to the rights, preferences and restrictions attaching to Continental's common shares, there are generally no significant differences between Canadian and United States law as the shareholders, or the applicable corporate statute, will determine the rights, preferences and restrictions attaching to each class of Continental's shares.

However, Taseko Mines Limited, under the terms of the $11,500,000 convertible promissory note issued by the Company on August 29, 2006, has upon redemption of the convertible promissory note, acquired 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, except certain normal course securities offerings and strategic alliances, offered by the Company in a subsequent financing, until a maximum of 19.9% of the Company's then outstanding shares, on a fully diluted basis, are held by Taseko. If Taseko fails to exercise the Pre-Emptive Right in regards to any offered securities under a future financing, the Pre-Emptive Right thereupon expires. Taseko acquired its pre-emptive right in March 2007, when it redeemed the convertible promissory note and participated in an equity offering of the Company.

4. Changes to Rights and Restrictions to Shares

The BCA provides that a company may, by the type of shareholders' resolution specified by the articles, or, if the articles do not specify the type of resolution, by a special resolution:

1)	create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or
2)	vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

Continental's Articles provide that, subject to the BCA, Continental may by ordinary resolution:

(a)	create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;
(b)	increase, reduce or eliminate the maximum number of shares that Continental is authorized to issue out of any class or series of shares or establish a maximum number of shares that Continental is authorized to issue out of any class or series of shares for which no maximum is established;
(c)	subdivide or consolidate all or any of its unissued, or fully paid, issued, shares;
(d)	if Continental is authorized to issue shares of a class of shares with par value:
	(i)	decrease the par value of those shares; or
	(ii)	if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;
(e)	change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value; or
(f)	otherwise alter its shares or authorized share structure when required or permitted to do so by the Act where it does not specify a special resolution.

An ordinary resolution is a resolution of shareholders that is approved by a majority of those votes cast at a properly constituted meeting of shareholders. The Articles provide that a special resolution is a resolution of shareholders that is approved by two thirds (66 2/3%) of those votes cast at a properly constituted meeting of shareholders. The directors are authorized to change the Company's name.

(a)	If special rights and restrictions are altered and any right or special right attached to issued shares is prejudiced or interfered with, then the consent of the holders of shares of that class by a special separate resolution will be required.
(b)	The BCA also provides that a company may reduce its capital if it is authorized to do so by a court order, or, if the capital is reduced to an amount that is not less than the realizable value of the company's assets less its liabilities, by a special resolution or court order.
(c)	Generally, there are no significant differences between British Columbia and United States law with respect to changing the rights of shareholders as most state corporation statutes require shareholder approval (usually a majority) for any such changes that affect the rights of shareholders.

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5.           Meetings of Shareholders

The Articles provide that Continental must hold its annual general meeting once in every calendar year (and being a date not more than 15 months from the last annual general meeting) at such time and place to be determined by the directors of Continental. Shareholders meetings are governed by the Articles of Continental but many important shareholder protections are also contained in the Securities Act (British Columbia) (the "Securities Act") and the British Columbia Corporations Act. The Articles provide that Continental will provide at least 21 days' advance written notice of any meeting of shareholders and will provide for certain procedural matters and rules of order with respect to conduct of the meeting. The directors may fix in advance a date, which is no fewer than 21 days prior to the date of the meeting for the purpose of determining shareholders entitled to receive notice of and to attend and vote at a general meeting.

The Securities Act and the British Columbia Corporations Act superimpose requirements that generally provide that shareholders meetings generally require about a 60 day notice period from initial public notice and that Continental makes a thorough advanced search of intermediary and brokerage registered shareholdings to facilitate communication with beneficial shareholders so that meeting proxy and information materials can be sent via the brokerages to unregistered but beneficial shareholders. The form and content of information circulars and proxies and like matters are governed by the Securities Act and the British Columbia Corporations Act. This legislation specifies the disclosure requirements for the proxy materials and various corporate actions, background information on the nominees for election for director, executive compensation paid in the previous year and full details of any unusual matters or related party transactions. Continental must hold an annual shareholders meeting open to all shareholders for personal attendance or by proxy at each shareholder's determination.

Most state corporation statutes require a public company to hold an annual meeting for the election of directors and for the consideration of other appropriate matters. The state statutes also include general provisions relating to shareholder voting and meetings. Apart from the timing of when an annual meeting must be held and the percentage of shareholders required to call an annual meeting or an extraordinary meeting, there are generally no material differences between Canadian and United States law respecting annual meetings and extraordinary meetings.

6.           Rights to Own Securities

There are no limitations under Continental's Articles or in the BCA on the right of persons who are not citizens of Canada to hold or vote common shares.

7.           Restrictions on Changes in Control, Mergers, Acquisitions or Corporate Restructuring of the Company

Continental's Articles do not contain any provisions that would have the effect of delaying, deferring or preventing a change of control of Continental. Continental has implemented a shareholders' rights plan as described in Item 14 of this Form 20-F.

The BCA does not contain any provisions that would have the effect of delaying, deferring or preventing a change of control of a company. Securities legislation and stock exchange policies applicable to Continental, however, do require shareholder's approval's for change of control transactions.

Generally, there are no significant differences between British Columbia and United States law in this regard, as many state corporation statutes also do not contain such provisions and only empower a company's board of directors to adopt such provisions.

8.           Ownership Threshold Requiring Public Disclosure

The Articles of Continental do not require disclosure of share ownership. Share ownership of director nominees must be reported annually in proxy materials sent to Continental's shareholders. There are no requirements under British Columbia corporate law to report ownership of shares of Continental but the Securities Act requires disclosure of trading by insiders (generally officers, directors and holders of 10% of voting shares) within 10 days of the trade. Controlling shareholders (generally those in excess of 20% of outstanding shares) must provide seven days advance notice of share sales. All insider trading reports filed by Continental's insiders pursuant to Canadian securities legislation are available on the internet at www.sedi.ca.

Most state corporation statutes do not contain provisions governing the threshold above which shareholder ownership must be disclosed. United States federal securities laws require a company that is subject to the reporting requirements of the Securities Exchange Act of 1934 to disclose, in its annual reports filed with the Securities and Exchange Commission those shareholders who own more than 5% of a corporation's issued and outstanding shares.

9.           Differences in Law between the US and British Columbia

Differences in the law between United States and British Columbia, where applicable, have been explained above within each category.

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10.         Changes in the Capital of the Company

There are no conditions imposed by Continental's Notice of Articles or Articles which are more stringent than those required by the BCA.

C.           Material Contracts

Continental has the following material contracts:

1.

On May 29, 2006, the Company signed a consulting agreement with Zhi Wang, a former director of Great China (now a director of the Company), whereby Mr. Wang agreed to provide consulting services to the Company, to assist in obtaining the necessary mining permits for commercial mining at the Xietongmen Property, prior to March 31, 2010. Upon receipt of all necessary permits, the Company has agreed to issue 2,500,000 units (consisting of one common share and one warrant), each warrant exercisable at $1.59 for one year from receipt of permits. To the date of this Form 20-F, no units had been issued.

2.

In February 2007, the Company entered into a framework agreement with Jinchuan for equity financing, capital financing, concentrate off-take and other mine building support for the Xietongmen project. Pursuant to the agreement, in March 2007, Jinchuan purchased 10,000,000 units of the Company, at a price $1.80 per unit, for gross proceeds of $18,000,000. Jinchuan also agreed to provide assistance in arranging for 60% of the required capital financing in the form of debt and contributing 30% of required capital financing (net of any equity subscriptions) for the Xietongmen project in the form of debt and/or equity.

D.           Exchange Controls

Continental is a Province of British Columbia corporation. There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares, other than withholding tax requirements. Any such remittances to United States residents are generally subject to withholding tax, however no such remittances are likely in the foreseeable future. See "Taxation" below.

There is no limitation imposed by the laws of Canada or by the charter or other constituent documents of Continental on the right of a non-resident to hold or vote its common shares, other than as provided in the Investment Canada Act (Canada) (the "Investment Act"). The following discussion summarizes the material features of the Investment Act for a non-resident who proposes to acquire a controlling number of Continental's common shares. It is general only, it is not a substitute for independent advice from an investor's own advisor, and it does not anticipate statutory or regulatory amendments. Continental does not believe the Investment Act will have any affect on it or on its non-Canadian shareholders due to a number of factors including the nature of its operations and Continental's relatively small capitalization.

The Investment Act generally prohibits implementation of a "reviewable" investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an "entity") that is not a "Canadian" as defined in the Investment Act (ie. a "non-Canadian"), unless after review the Director of Investments appointed by the Minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. An investment in Continental's common shares by a non-Canadian (other than a "WTO investor" as that term is defined in the Investment Act and which term includes entities which are nationals of or are controlled by nationals of member states of the World Trade Organization) when Continental was not controlled by a WTO investor, would be reviewable under the Investment Act if it was an investment to acquire control of Continental and the value of the assets of Continental, as determined in accordance with the regulations promulgated under the Investment Act, was over Cdn$5 million, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada's cultural heritage or national identity, regardless of the value of the assets of Continental. An investment in the common shares by a WTO investor, or by a non-Canadian when Continental was controlled by a WTO investor, would be reviewable under the Investment Act if it was an investment to acquire control of Continental and the value of the assets of Continental, as determined in accordance with the regulations promulgated under the Investment Act, was not less than a specified amount, for 2010 is $299 million. A non-Canadian would acquire control of Continental for the purposes of the Investment Act if the non-Canadian acquired a majority of the common shares. The acquisition of less than a majority but one-third or more of the common shares would be presumed to be an acquisition of control of Continental unless it could be established that, on the acquisition, Continental was not controlled in fact by the acquiror through the ownership of the common shares.

If the Minister under the Investment Act has reasonable grounds to believe that an investment by a non-Canadian could be injurious to national security, the Minister may order a review of the investment, which may lead to divestiture.

The foregoing assumes Continental will not engage in a cultural business, as the rules under the Investment Act governing cultural businesses are different.

Certain transactions relating to the common shares of the Company would be exempt from the Investment Act, including:

(a) an acquisition of the common shares by a person in the ordinary course of that person's business as a trader or dealer in securities,

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(b)	an acquisition of control of Continental in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act, and
(c)	an acquisition of control of Continental by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of Continental, through the ownership of the common shares, remained unchanged.

Many other statues, federal and provincial, may impact the ability of a holder of securities of a corporation in Canada to acquire or transfer such securities.

E.           Taxation

The following, in management's understanding, summarizes the material Canadian federal income tax consequences generally applicable to the holding and disposition of common shares by a holder (in this summary, a "U.S. Holder") who, (a) for the purposes of the Income Tax Act (Canada) (the "Tax Act"), is not resident in Canada, deals at arm's length with Continental, holds the common shares as capital property and does not use or hold the common shares in the course of carrying on, or otherwise in connection with, a business in Canada, and (b) for the purposes of the Canada-United States Income Tax Convention, 1980 (the "Treaty"), is a resident solely of the United States, has never been a resident of Canada, and has not held or used (and does not hold or use) common shares in connection with a permanent establishment or fixed base in Canada. This summary does not apply to traders or dealers in securities, limited liability companies, tax-exempt entities, insurers, financial institutions (including those to which the mark-to-market provisions of the Tax Act apply), or any other U.S. Holder to which special considerations apply.

This summary is based on the current provisions of the Tax Act, including all regulations thereunder, the Treaty, all proposed amendments to the Tax Act, the regulations and the Treaty publicly announced by the Government of Canada to the date hereof, and the current administrative practices of the Canada Revenue Agency. It has been assumed that all currently proposed amendments will be enacted as proposed and that there will be no other relevant change in any governing law or administrative practice, although no assurances can be given in these respects. This summary does not take into account provincial, U.S., state or other foreign income tax law or practice. The tax consequences to any particular U.S. Holder will vary according to the status of that holder as an individual, trust, corporation, partnership or other entity, the jurisdictions in which that holder is subject to taxation, and generally according to that holder's particular circumstances. Accordingly, this summary is not, and is not to be construed as, Canadian tax advice to any particular U.S. Holder.

Dividends

Dividends paid or deemed to be paid to a U.S. Holder by Continental will be subject to Canadian withholding tax. Under the Treaty, the rate of withholding tax on dividends paid to a U.S. Holder is generally limited to 15% of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation and beneficially owns at least 10% of Continental's voting shares). Continental will be required to withhold the applicable withholding tax from any such dividend and remit it to the Canadian government for the U.S. Holder's account.

Disposition

A U.S. Holder is not subject to tax under the Tax Act in respect of a capital gain realized on the disposition of a common share in the open market unless the share is "taxable Canadian property" to the holder thereof and the U.S. Holder is not entitled to relief under the Treaty. A common Share will be taxable Canadian property to a U.S. Holder if, at any time during the 60 months preceding the disposition, the U.S. Holder or persons with whom the U.S. Holder did not deal at arm's length alone or together owned, or had rights to acquire, 25% or more of Continental's issued shares of any class or series.

A U.S. Holder whose common shares do constitute taxable Canadian property, and who might therefore be liable for Canadian income tax under the Tax Act, will generally be relieved from such liability under the Treaty unless the value of such shares at the time of disposition is derived principally from real property situated in Canada.

United States Tax Consequences

United States Federal Income Tax Consequences

The following is, in management's understanding, a discussion of material United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of common shares of Continental. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences (see "Taxation – Canadian Federal Income Tax Consequences" above). Accordingly, holders and prospective holders of common shares of Continental should consult their own tax advisors about the specific federal, state, local, and foreign tax consequences to them of purchasing, owning and disposing of common shares of Continental, based upon their individual circumstances.

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The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.

U.S. Holders

As used herein, a "U.S. Holder" means a holder of common shares of Continental who is a citizen or individual resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, an entity created or organized in or under the laws of the United States or any political subdivision thereof which has elected to be treated as a corporation for United States income tax purposes (under Treasury Regulation section 301.7701 -3), an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a "functional currency" other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own common shares as capital assets and who own (directly and indirectly, pursuant to applicable rules of constructive ownership) no more than 5% of the value of the total outstanding stock of Continental. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares. In addition, this summary does not address special rules applicable to United States persons (as defined in Section 7701(a)(30) of the Code) holding common shares through a foreign partnership or to foreign persons holding common shares through a domestic partnership.

Distribution on Common Shares of Continental

In general, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to common shares of Continental are required to include in gross income for United States federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that Continental has current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder's federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder's federal taxable income by those who itemize deductions. (See more detailed discussion at "Foreign Tax Credit" below). To the extent that distributions exceed current or accumulated earnings and profits of Continental, they will be treated first as a return of capital up to the U.S. Holder's adjusted basis in the common shares and thereafter as gain from the sale or exchange of property. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally, any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain, provided that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.

Dividends paid on the common shares of Continental generally will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation and which owns shares representing at least 10% of the voting power and value of Continental may, under certain circumstances, be entitled to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of the voting power and value of Continental) deduction of the United States source portion of dividends received from Continental (unless Continental qualifies as a "foreign personal holding company" or a "passive foreign investment company," as defined below). Continental does not anticipate that it will earn any United States income, however, and therefore does not anticipate that any U.S. Holder will be eligible for the dividends received deduction.

Under current Treasury Regulations, dividends paid on Continental common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of Continental common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 28% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder's U.S. federal income tax liability, provided the required information is furnished to the IRS.

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Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of common shares of Continental may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder's United States income tax liability that the U.S. Holder's foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to two specific classes of income: "passive income, and "general income". Dividends distributed by Continental will generally constitute "passive income" for these purposes. Prior to January 1, 2007, there were nine specific classes of income rather than the two stated here. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of common shares of Continental should consult their own tax advisors regarding their individual circumstances.

Disposition of Common Shares of Continental

In general, U.S. Holders will recognize gain or loss upon the sale of common shares of Continental equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder's tax basis in the common shares of Continental. Preferential tax rates apply to long-term capital gains of U.S. Holders which are individuals, estates or trusts. In general, gain or loss on the sale of common shares of Continental will be long-term capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder and are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders which are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Other Considerations

Set forth below are certain material exceptions to the above-described general rules describing the United States federal income tax consequences resulting from the holding and disposition of common shares:

Passive Foreign Investment Company

United States income tax law contains rules governing "passive foreign investment companies" ("PFIC") which can have significant tax effects on U.S. Holders of foreign corporations. These rules do not apply to non-U.S. Holders. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States if, for any taxable year, either (i) 75% or more of its gross income is "passive income," which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of "passive income" is 50% or more. In the event that Continental qualifies as a PFIC for the fiscal year ending December 31, 2009, or in future fiscal years, each U.S. Holder of Continental is urged to consult a tax advisor with respect to how the PFIC rules affect such U.S. Holder's tax situation.

Each U.S. Holder who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under one of three alternative tax regimes at the election of such U.S. Holder. The following is a discussion of such alternative tax regimes applied to such U.S. Holders of Continental. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a "controlled foreign corporation" (as defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of all classes of stock entitled to vote of such foreign corporation (See more detailed discussion at "Controlled Foreign Corporation" below).

A U.S. Holder who elects to treat Continental as a qualified electing fund ("QEF") will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year to which the election applies in which Continental qualifies as a PFIC on his pro rata share of Continental's (i) "net capital gain" (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain, and (ii) "ordinary earnings" (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income, in each case, for the shareholder's taxable year in which (or with which) Continental's taxable year ends, regardless of whether such amounts are actually distributed. A U.S. Holder's tax basis in the common shares will be increased by any such amount that is included in income but not distributed.

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The procedure a U.S. Holder must comply with in making an effective QEF election, and the consequences of such election, will depend on whether the year of the election is the first year in the U.S. Holder's holding period in which Continental is a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a "timely" QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files his tax return for such first year. If, however, Continental qualified as a PFIC in a prior year during the U.S. Holder's holding period, then, in order to avoid the Section 1291 rules discussed below, in addition to filing documents, the U.S. Holder must elect to recognize under the rules of Section 1291 of the Code (discussed herein), (i) any gain that he would otherwise recognize if the U.S. Holder sold his stock on the qualification date or (ii) if Continental is a controlled foreign corporation, the U.S. Holder's pro rata share of Continental's post-1986 earnings and profits as of the qualification date. The qualification date is the first day of Continental's first tax year in which Continental qualified as a QEF with respect to such U.S. Holder. For purposes of this discussion, a U.S. Holder who makes (i) a timely QEF election, or (ii) an untimely QEF election and either of the above-described gain-recognition elections under Section 1291 is referred to herein as an "Electing U.S. Holder." A U.S. Holder who holds common shares at any time during a year of Continental in which Continental is a PFIC and who is not an Electing U.S. Holder (including a U.S. Holder who makes an untimely QEF election and makes neither of the above-described gain-recognition elections) is referred to herein as a "Non-Electing U.S. Holder". An Electing U.S. Holder (i) generally treats any gain realized on the disposition of his Continental common shares as capital gain; and (ii) may either avoid interest charges resulting from PFIC status altogether, or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of Continental's annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the U.S. Holder is not a corporation, any interest charge imposed under the PFIC regime would be treated as "personal interest" that is not deductible.

In order for a U.S. Holder to make (or maintain) a valid QEF election, Continental must provide certain information regarding its net capital gains and ordinary earnings and permit its books and records to be examined to verify such information. Continental intends to make the necessary information available to U.S. Holders to permit them to make (and maintain) QEF elections with respect to Continental. Continental urges each U.S. Holder to consult a tax advisor regarding the availability of, and procedure for making, the QEF election.

A QEF election, once made with respect to Continental, applies to the tax year for which it was made and to all subsequent tax years, unless the election is invalidated or terminated, or the IRS consents to revocation of the election. If a QEF election is made by a U.S. Holder and Continental ceases to qualify as a PFIC in a subsequent tax year, the QEF election will remain in effect, although not applicable, during those tax years in which Continental does not qualify as a PFIC. Therefore, if Continental again qualifies as a PFIC in a subsequent tax year, the QEF election will be effective and the U.S. Holder will be subject to the rules described above for Electing U.S. Holders in such tax year and any subsequent tax years in which Continental qualifies as a PFIC. In addition, the QEF election remains in effect, although not applicable, with respect to an Electing U.S. Holder even after such U.S. Holder disposes of all of his or its direct and indirect interest in the shares of Continental. Therefore, if such U.S. Holder reacquires an interest in Continental, that U.S. Holder will be subject to the rules described above for Electing U.S. Holders for each tax year in which Continental qualifies as a PFIC.

In the case of a Non-Electing U.S. Holder, special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his Continental common shares and (ii) certain "excess distributions," as defined in Section 1291(b), by Continental.

A Non-Electing U.S. Holder generally would be required to pro rate all gains realized on the disposition of his Continental common shares and all excess distributions on his Continental common shares over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Holder (excluding any portion of the holder's period prior to the first day of the first year of Continental (i) which began after December 31, 1986, and (ii) for which Continental was a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-Electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-Electing U.S. Holder that is not a corporation must treat this interest charge as "personal interest" which, as discussed above, is wholly non-deductible. The balance, if any, of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance. In certain circumstances, the sum of the tax and the PFIC interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the U.S. Holder.

If Continental is a PFIC for any taxable year during which a Non-Electing U.S. Holder holds Continental common shares, then Continental will continue to be treated as a PFIC with respect to such Continental common shares, even if it is no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such Continental common shares had been sold on the last day of the last taxable year for which it was a PFIC.

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Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold (actually or constructively) marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market annually (a "mark-to-market election"). If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However, if the mark-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to Continental common shares. A U.S. Holder who makes the mark-to market election will include in income for each taxable year as ordinary income for which the election is in effect an amount equal to the excess, if any, of the fair market value of the common shares of Continental as of the close of such tax year over such U.S. Holder's adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder's adjusted tax basis in the common shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains for the common shares in Continental included by such U.S. Holder for prior tax years, including any amount which would have been treated as a mark-to-market gain for any prior tax year but for the Section 1291 rules discussed above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holder's adjusted tax basis in the common shares of Continental will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election is made and to each subsequent taxable year, unless Continental common shares cease to be marketable, as specifically defined, or the IRS consents to revocation of the election. Because the IRS has not established procedures for making a mark-to-market election, U.S. Holders should consult their tax advisor regarding the manner of making such an election. No view is expressed regarding whether common shares of Continental are marketable for these purposes or whether the election will be available.

Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of Continental common shares in the hands of the transferee and the basis of any property received in the exchange for those common shares would be increased by the amount of gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee's basis in this case will depend on the manner of the transfer. In the case of a transfer by an Electing U.S. Holder upon death, for example, the transferee's basis is generally equal to the fair market value of the Electing U.S. Holder's common shares as of the date of death under Section 1014 of the Code. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred. Each U.S. Holder of Continental is urged to consult a tax advisor with respect to how the PFIC rules affect his or its tax situation.

Whether or not a U.S. Holder makes a timely QEF election with respect to common shares of Continental, certain adverse rules may apply in the event that both Continental and any foreign corporation in which Continental directly or indirectly holds shares is a PFIC (a "lower-tier PFIC"). Pursuant to certain Proposed Treasury Regulations, a U.S. Holder would be treated as owning his or its proportionate amount of any lower-tier PFIC shares, and generally would be subject to the PFIC rules with respect to such indirectly-held PFIC shares unless such U.S. Holder makes a timely QEF election with respect thereto. Continental intends to make the necessary information available to U.S. Holders to permit them to make (and maintain) QEF elections with respect to each subsidiary of Continental that is a PFIC.

Under the Proposed Treasury Regulations, a U.S. Holder who does not make a timely QEF election with respect to a lower-tier PFIC generally would be subject to tax (and the PFIC interest charge) on (i) any excess distribution deemed to have been received with respect to his or its lower-tier PFIC shares and (ii) any gain deemed to arise from a so-called "indirect disposition" of such shares. For this purpose, an indirect disposition of lower-tier PFIC shares would generally include (i) a disposition by Continental (or an intermediate entity) of lower-tier PFIC shares, and (ii) any other transaction resulting in a dilution of the U.S. Holder's proportionate ownership of the lower-tier PFIC, including an issuance of additional common shares by Continental (or an intermediate entity or the lower tier PFIC). Accordingly, each prospective U.S. Holder should be aware that he or it could be subject to tax even if such U.S. Holder receives no distributions from Continental and does not dispose of its common shares.

Continental strongly urges each prospective U.S. Holder to consult a tax advisor with respect to the adverse rules applicable, under the Proposed Treasury Regulations, to U.S. Holders of lower-tier PFIC shares.

Certain special, generally adverse, rules will apply with respect to Continental common shares while Continental is a PFIC unless the U.S. Holder makes a timely QEF election. For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.

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Controlled Foreign Corporation

If more than 50% of the total combined voting power of all classes of shares entitled to vote or the total value of the shares of Continental is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporation, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), each of which own, actually or constructively, 10% or more of the total combined voting power of all classes of shares entitled to vote of Continental ("United States Shareholder"), Continental could be treated as a controlled foreign corporation ("CFC") under Subpart F of the Code. This classification would effect many complex results, one of which is the inclusion of certain income of a CFC which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC's Subpart F income and are also subject to current U.S. tax on their pro rata shares of increases in the CFC's earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of common shares of Continental which is or was a United States Shareholder at any time during the five-year period ending on the date of the sale or exchange is treated as ordinary income to the extent of earnings and profits of Continental attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. Special rules apply to United States Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion. Continental does not believe that it currently qualifies as a CFC. However, there can be no assurance that Continental will not be considered a CFC for the current or any future taxable year.

F.           Dividends and Paying Agents

Not applicable.

G.           Statement by Experts

Not applicable.

H.           Documents on Display

Exhibits attached to this Form 20-F are also available for viewing on EDGAR or at the offices of Continental, Suite 1020 – 800 West Pender Street, Vancouver, British Columbia V6C 2V6 or on request of Continental at 604-684-6365, attention: Shirley Main. Copies of Continental's financial statements and other continuous disclosure documents required under the British Columbia Securities Act are available for viewing on the internet at www.sedar.com.

I.           Subsidiary Information

The corporate structure is presented in Item 4.C of this Form 20-F. The Company has several Cayman Island and British Virgin Islands subsidiaries and one United States subsidiary established to hold and to facilitate funding of the Xietongmen project. All subsidiaries are 100% owned by the Company and have constating documents appropriate for their purpose.

The Company's United States subsidiary is Great China Mining Inc., a Nevada corporation. Its primary purpose is to hold 40% of the Company's interest in Highland Mining Inc.

The Cayman Island subsidiaries are N7C Resources Inc. and N8C Resources Inc., which hold 60% of the Company's interest in Highland Mining Inc.

Other subsidiaries include Highland Mining Inc, a company incorporated in the British Virgin Islands. The Company has one subsidiary incorporated in the People's Republic of China, namely Tibet Tian Yuan Minerals Exploration Ltd. Its primary purpose is to hold the Xietongmen Property.

ITEM 11         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

(a)           Transaction Risk and Currency Risk Management

Continental's operations do not employ financial instruments or derivatives which are market sensitive and Continental does not have financial market risks.

(b)           Exchange Rate Sensitivity

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 of them are incurred in Chinese renminbi and, consequently, subject to exchange rate risk.

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The Company typically holds a significant portion of its cash in Canadian dollars 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 US dollar and the renminbi.

The Company's liabilities are typically denominated in Canadian dollars and renminbi and the Company has no material commitments in other currencies. However, the Company has a US$500,000 liability as a result of the acquisition of the surrounding properties, payable in US dollars.

For the fiscal year ended December 31, 2009, with all other variables held constant, a 1% strengthening (weakening) of the Chinese renminbi against the Canadian dollar would have increased (decreased) net loss by approximately $347,000.

The Company currently does not engage in foreign currency hedging.

(c)           Interest Rate Risk

The Company is subject to interest rate risk with respect to its investments in cash equivalents. The Company's policy is to invest cash at floating rates of interest and cash reserves are to be maintained in cash equivalents in order to maintain liquidity, while achieving a satisfactory return for shareholders. Fluctuations in interest rates when the cash equivalents mature impact interest income earned.

Other than the non-interest bearing debt related to the acquisition of the surrounding properties, the Company has no debt, other than routine accounts payable.

(d)           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.

Copper and gold prices historically have fluctuated widely and are affected by numerous factors outside of the Company's control, including, but not limited to, industrial and retail demand, central bank lending, forward sales by producers and speculators, levels of worldwide production, short-term changes in supply and demand because of speculative hedging activities, and certain other factors related specifically to gold.

ITEM 12         DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

ITEM 13         DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

During the year ended December 31, 2009, the Company adopted a "Shareholders' Rights Plan", which was approved by shareholders at the Annual General Meeting of Shareholders scheduled to be held on June 24, 2009. The summary of the key terms follows:

Purpose of Rights Plan

The primary objective of the Rights Plan is to ensure that all Shareholders of the Company are treated fairly in connection with any take-over bid for the Company by (a) providing shareholders with adequate time to properly assess a take-over bid without undue pressure and (b) providing the Board with more time to fully consider an unsolicited take-over bid, and, if applicable, to explore other alternatives to maximize shareholder value.

Summary of Rights Plan

The following summary of the Rights Plan does not purport to be complete and is qualified in its entirety by reference to the Rights Plan.

Issue of Rights

The Company issued one right (a "Right") in respect of each Common Share outstanding at April 24, 2009 (the "Record Time"). The Company has issued and will continue to issue Rights on the same basis for each Common Share issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time (both defined below).

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The Rights

Each Right entitles the holder, subject to the terms and conditions of the Rights Plan, to purchase additional Common Shares of the Company after the Separation Time.

Rights Certificates and Transferability

Before the Separation Time, the Rights will be evidenced by certificates for the Common Shares, and are not transferable separately from the Common Shares. From and after the Separation Time, the Rights will be evidenced by separate Rights Certificates, which will be transferable separately from and independent of the Common Shares.

Exercise of Rights

The Rights are not exercisable before the Separation Time. After the Separation Time and before the Expiration Time, each Right entitles the holder to acquire one Common Share for the exercise price of $10 (subject to certain anti-dilution adjustments). This exercise price is expected to be in excess of the estimated maximum value of the Common Shares during the term of the Rights Plan. Upon the occurrence of a Flip-In Event (defined below) prior to the Expiration Time (defined below), each Right (other than any Right held by an Acquiring Person (defined below) which will become null and void as a result of such Flip-In Event) may be exercised to purchase that number of Common Shares which have an aggregate market price equal to twice the exercise price of the Rights for a price equal to the exercise price (subject to adjustment). Effectively, this means a Shareholder of the Company (other than the Acquiring Person) can acquire additional Common Shares from treasury at half their market price.

Definition of "Acquiring Person"

Subject to certain exceptions, an Acquiring Person is a person who becomes the Beneficial Owner (defined below) of 20% or more of the Company's outstanding Common Shares.

Definition of "Beneficial Ownership"

A person is a Beneficial Owner of securities if such person, or its affiliates or associates or any other person acting jointly or in concert with such person, owns the securities in law or equity, and has the right to acquire (immediately or within 60 days) the securities upon the exercise of any convertible securities or pursuant to any agreement, arrangement or understanding.

However, a person is not a Beneficial Owner under the Rights Plan where:

(a)	the securities have been deposited or tendered pursuant to a tender or exchange offer or take-over bid, unless those securities have been taken up or paid for;
(b)	the securities have been deposited with such person under a take-over bid pursuant to a permitted lock-up agreement (as defined below);
(c)	such person (including a fund manager, trust company, pension fund administrator, trustee or non-discretionary client accounts of registered brokers or dealers) is engaged in the management of mutual funds, investment funds or public assets for others, as long as that person:
	(i)	holds those Common Shares in the ordinary course of its business for the account of others;
	(ii)	is not making a take-over bid or acting jointly or in concert with a person who is making a take-over bid; or
	(iii)	such person is a registered holder of securities as a result of carrying on the business of or acting as a nominee of a securities depository.

Definition of "Separation Time"

Separation Time occurs on the tenth trading day after the earlier of:

(a)	the first date of public announcement that a person has become an Acquiring Person;
(b)	the date of the commencement or announcement of the intent of a person to commence a take- over bid (other than a Permitted Bid or Competing Permitted Bid); and
(c)	the date on which a Permitted Bid or Competing Permitted Bid ceases to qualify as such;

or such later date as determined by the Board. Definition of "Expiration Time"

Expiration Time occurs on the date being the earlier of:

(a)	the time at which the right to exercise Rights is terminated under the terms of the Rights Plan;
(b)	immediately after the Company's annual meeting of Shareholders to be held in 2012 unless at such meeting the duration of the Rights Plan is extended; and
(c)	180 days after the date of the Rights Plan if the Rights Plan is not ratified by Shareholders in accordance with the requirements of the TSXV.

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Definition of a "Flip-In Event"

A Flip-In Event occurs when a person becomes an Acquiring Person, provided the Flip-In Event is deemed to occur at the close of business on the 10th day after the first date of a public announcement of facts indicating that an Acquiring Person has become such. Upon the occurrence of a Flip-In Event, any Rights that are beneficially owned by an Acquiring Person, or any of its related parties to whom the Acquiring Person has transferred its Rights, will become null and void and, as a result, the Acquiring Person's investment in the Company will be greatly diluted if a substantial portion of the Rights are exercised after a Flip-In Event occurs.

Definition of "Permitted Bid"

A Permitted Bid is a take-over bid made by a person (the "Offeror") pursuant to a take-over bid circular that complies with the following conditions:

(a)	the bid is made to all registered holders of Common Shares (other than the Offeror);
(b)	the Offeror agrees that no Common Shares will be taken up or paid for under the bid for at least 60 days following the commencement of the bid and that no Common Shares will be taken up or paid for unless at such date more than 50% of the outstanding Common Shares held by Shareholders, other than the Offeror and certain related parties, have been deposited pursuant to the bid and not withdrawn;
(c)	the Offeror agrees that the Common Shares may be deposited to and withdrawn from the take- over bid at any time before such Common Shares are taken up and paid for; and
(d)	if, on the date specified for take-up and payment, the condition in paragraph (b) above is satisfied, the bid shall remain open for an additional period of at least 10 business days to permit the remaining Shareholders to tender their Common Shares.

Definition of "Competing Permitted Bid"

A Competing Permitted Bid is a take-over bid that:

(a)	is made while another Permitted Bid or Competing Permitted Bid has been made and prior to the expiry of that Permitted Bid or Competing Permitted Bid;
(b)	satisfies all the requirements of a Permitted Bid other than the requirement that no Common Shares will be taken up or paid for under the bid for at least 60 days following the commencement of the bid and that no Common Shares will be taken up or paid for unless at such date more than 50% of the outstanding Common Shares held by Shareholders, other than the Offeror and certain related parties, have been deposited pursuant to the bid and not withdrawn; and
(c)	contains the conditions that no Common Shares be taken up or paid for pursuant to the Competing Permitted Bid prior to the close of business on a date that is not earlier than the later of 35 days after the date of the Competing Permitted Bid and the earliest date on which the Common Shares may be taken up or paid for under any prior bid in existence at the date of such Competing Permitted Bid; and then only if, at the time that such Common Shares are first taken up or paid for, more than 50% of then outstanding Common Shares held by Shareholders, other than the Offeror and certain related parties, have been deposited pursuant to the Competing Permitted Bid and not withdrawn.

Definition of "Permitted Lock-Up Agreement"

A Permitted Lock-Up Agreement means an agreement (the "Lock-up Agreement") between a person or one or more holders of Common Shares (each referred to herein as a "Locked-up Person"), the terms of which are publicly disclosed and a copy of which is made available to the public, including the Company, pursuant to which such holders agree to deposit or tender Common Shares to a take-over bid (the "Lockup Bid") made by the person or any of such person's affiliates or associates, whether such Lock-up Bid is made before or after the Lock-up Agreement is signed, provided that:

(i) the Lock-up Agreement permits the Locked-up Person to terminate its agreement to deposit or tender to or to not withdraw Common Shares from the Lock-up Bid in the event a "Superior Offer" is made to the Locked-up Person. For the purposes of this subsection, a "Superior Offer" is any take-over bid, amalgamation, arrangement or similar transaction pursuant to which the cash equivalent value of the consideration per share to be received by holders of the Common Shares under the Lock-up Bid (the "Lock-up Bid Consideration"). Notwithstanding the foregoing, the Lock-up Agreement may require that the Superior Offer Consideration must exceed the Lock-up Bid Consideration by a specified percentage before such termination rights take effect, provided such specified percentage is not greater than 7%.

For greater clarity, the Lock-up Agreement may contain a right of first refusal or require a period of delay to give the person who made the Lock-up Bid an opportunity to match a higher price in another take-over bid or transaction or similar limitation on the Locked-up Person's right to withdraw Common Shares from the agreement, so long as the limitation does not preclude the exercise by the Locked-up Person of the right to withdraw Common Shares during the period of the take-over bid or transaction; and

(ii) no "break-up" fees, penalties, expenses, or other amounts that exceed, in the aggregate, the greater of:

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A.	2.5% of the Lock-up Bid Consideration payable under the Lock-up Agreement to the Locked-up Person; and
B.	one-half of the difference between the consideration under the Superior Offer payable to the Locked-up Person and the Locked-up Consideration the Locked-up Person would have received under the Lock-up Bid,

shall be payable pursuant to the Lock-up Agreement in the event that the Locked-up Person fails to tender Common Shares pursuant to the Lock-up Bid or withdraws Common Shares from the Lock-up Bid in order to accept the other take-over bid or transaction.

Redemption of Rights

All (but not less than all) of the Rights may be redeemed by the Board with the prior approval of the Shareholders at any time before a Flip-In Event occurs at a redemption price of $0.0001 per Right (subject to adjustment). In addition, in the event of a successful Permitted Bid, Competing Permitted Bid or a bid for which the Board has waived the operation of the Rights Plan, the Company will immediately upon such acquisition and without further formality, redeem the Rights at the redemption price. If the Rights are redeemed pursuant to the Rights Plan, the right to exercise the Rights will, without further action and without notice, terminate and the only right thereafter of the Rights holders is to receive the redemption price.

Waiver

Before a Flip-In Event occurs, the Board may waive the application of the "Flip-In" provisions of the Rights Plan to any prospective Flip-In Event which would occur by reason of a take-over bid made by a take-over bid circular to all registered holders of Common Shares. However, if the Board waives the Rights Plan with respect to a particular bid, it will be deemed to have waived the Rights Plan with respect to any other take-over bid made by take-over bid circular to all registered holders of Common Shares before the expiry of that first bid. The Board may also waive the "Flip-In" provisions of the Rights Plan in respect of any Flip-In Event provided that the Board has determined that the Acquiring Person became an Acquiring Person through inadvertence and has reduced its ownership to such a level that it is no longer an Acquiring Person.

Term of the Rights Plan

Unless otherwise terminated, the Rights Plan will expire at the Expiration Time (defined above).

Amending Power

Except for amendments to correct clerical or typographical errors and amendments to maintain the validity of the Rights Plan as a result of a change of applicable legislation or applicable rules or policies of securities regulatory authorities, Shareholder (other than the Offeror and certain related parties) or Rights holder majority approval is required for supplements or amendments to the Rights Plan. In addition, any supplement or amendment to the Rights Plan will require the written concurrence of the Rights Agent and prior written consent of the TSXV.

Rights Agent

The Rights Agent under the Rights Plan is Computershare Investor Services Inc.

Rights Holder not a Shareholder

Until a Right is exercised the holder thereof as such will have no rights as a Shareholder of the Company.

ITEM 15         CONTROLS AND PROCEDURES

Internal Controls over Financial Reporting Procedures

The management of the Company is responsible for establishing and maintaining adequate internal controls over financial reporting. The Company's internal control system was designed to provide reasonable assurance to the Company's management and the board of directors regarding the preparation and fair presentation of published financial statements. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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The Company's management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of internal control over financial reporting based on the framework and criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that internal control over financial reporting was effective as of December 31, 2009.

The Company's independent registered public accounting firm audited the financial statements included in this report and has issued an attestation report on management's assessment of the Company's internal control over financial reporting as of December 31, 2009, which is included in Item 17.

There have been no changes in the Company's internal control over financial reporting during the period covered by this report that could have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.

Disclosure Controls and Procedures

As of the end of the period covered by this report, our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed in reports that we file or submit under the Exchange Act.

While our Chief Executive Officer and our Chief Financial Officer believe that our disclosure controls and procedures provide a reasonable level of assurance of effectiveness, they do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met.

ITEM 16 AUDIT COMMITTEE FINANCIAL EXPERT, CODE OF ETHICS, AND PRINCIPAL ACCOUNTANT FEES AND SERVICES.

ITEM 16A.       AUDIT COMMITTEE FINANCIAL EXPERT

The board of directors has determined that Mr. Rene Carrier, a member of the audit committee of the Company, qualifies as a "financial expert" based on his education and experience analyzing and evaluating financial statements. Mr. Carrier is independent, as the term is defined by the TSX-V.

ITEM 16B.       CODE OF ETHICS

The Board has adopted a corporate governance policies and procedures manual which includes a formal ethics policy which is available for download from the Company's website, www.continentalminerals.com. The Board also understands that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

ITEM 16C.       PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table discloses the aggregate fees billed for each of the last two fiscal years for professional services rendered by the Company's audit firm for various services:

		Audit Fees		Audit-		Tax Fees	All Other		Total
		(1	)	Related			Fees
				Fees(2	)
		(Estimate)							(Estimate)
2009	$	230,385		–		–	–	$	230,385
2008	$	238,745		–		–	–	$	238,745

Notes:

(1)	"Audit Fees" include fees billed for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.
(2)	"Audit-Related Fees" include fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under (1) above.

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(3)	"Tax Fees" include fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. The specific services received included a review of the annual corporate tax return for tax compliance, together with a review of the tax structure related to the Company's Chinese operations.
(4)	"All Other Fees" include fees billed for products and services provided by the principal accountant, other than the services reported in (1), (2) or (3) above.

From time to time, management of the Company recommends to and requests approval from the audit committee for non-audit services to be provided by the Company's auditors. The audit committee routinely considers such requests at committee meetings, and if acceptable to a majority of the audit committee members, pre-approves such non-audit services by a resolution authorizing management to engage the Company's auditors for such non-audit services, with set maximum dollar amounts for each itemized service. During such deliberations, the audit committee assesses, among other factors, whether the services requested would be considered "prohibited services" as contemplated by the US Securities and Exchange Commission, and whether the services requested and the fees related to such services could impair the independence of the auditors. All non-audit services received were pre-approved by the Audit Committee.

ITEM 16D.       EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.       PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

ITEM 16F.       CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable

ITEM 16G.       CORPORATE GOVERNANCE

Not applicable

ITEM 17             FINANCIAL STATEMENTS

The following attached financial statements are incorporated herein:

(1)	Report of Independent Registered Public Accounting Firm on the consolidated balance sheets as at December 31, 2009 and 2008, and the consolidated statements of operations, deficit and cash flows for each of the years in the three year period ended December 31, 2009;
(2)	Report of Independent Registered Public Accounting Firm on internal controls over financial reporting;
(3)	Consolidated balance sheets as at December 31, 2009 and 2008;
(4)	Consolidated statements of operations for each of the years in the three year period ended December 31, 2009;
(5)	Consolidated statements of deficit for the periods referred to in (4) above.
(6)	Consolidated statements of cash flows for the periods referred to in (4) above;
(7)	Notes to the consolidated financial statements;

ITEM 18             FINANCIAL STATEMENTS

Not applicable. See Item 17.

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ITEM 19            EXHIBITS

The following exhibits are included with this Annual Report on Form 20-F:

Exhibit	Description of Exhibit	Note
Number
1.1	Notice of Articles and Articles of Incorporation of Continental	1
12.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	2
12.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	2
13.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	2
13.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	2
15.1	Consent of E Titley (conformed)	2
15.2	Consent of G Mosher (conformed)	2
15.3	Consent of I Chisholm (conformed)	2
15.4	Consent of J Lang (conformed)	2
15.5	Consent of M Rebagliati (conformed)	2
15.6	Consent of P Live (conformed)	2
99.1	Consolidated financial statements as at December 31, 2009 and 2008 and for each of the years in the three year period ended December 31, 2009, and Report of Independent Registered Public Accounting Firm thereon.	2
99.2	Condensed single entity parent financial statements (required to be filed pursuant to Regulation S-X Rule 5-04 Schedule I) as at and for the year ended December 31, 2009, and Report of Independent Registered Public Accounting Firm thereon.	2

(1)	Incorporated by reference from our Registration Statement on Form F-4 originally filed with the SEC on June 30, 2006.
(2)	Filed as an exhibit to this Annual Report on Form 20-F.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

CONTINENTAL MINERALS CORPORATION

/s/ Marchand Snyman

Marchand Snyman
Chief Financial Officer

DATED:         May 5, 2010