ARRANGEMENT AGREEMENT AMONG JINCHUAN GROUP LTD., JINQING MINING INVESTMENT LIMITED AND CONTINENTAL MINERALS CORPORATION AS OF DECEMBER 17, 2010 AS AMENDED AND RESTATED AS OF March 14, 2011

relating to the general economic, political, financial, currency exchange or securities markets conditions in PRC or Canada;

affecting the global mining industry in general or relating to the change in the market price of any mineral commodity;

relating to the announcement or the entering into or consummation of this Agreement, the Arrangement or other transactions contemplated by this Agreement or any breach of this Agreement or the Confidentiality Agreement by a Jinchuan Party;

relating to a decrease in the market price or trading volume of the Continental Common Shares;

relating to any action taken by a Jinchuan Party or Continental that is required, contemplated or expressly permitted by this Agreement;

relating to any action, event or circumstance disclosed in the Continental Disclosure Letter and any action taken by Continental at Jinchuan’s request;

as soon as reasonably practicable, apply in a manner acceptable to the Jinchuan Parties, acting reasonably, under Section 291 of the BCBCA with the required notice to the BCBCA Registrar, for the Interim Order, and thereafter proceed with and diligently seek the Interim Order;

subject to compliance by the Jinchuan Parties with Sections 2.6(b) and 5.2(b)(ix), lawfully convene and hold the Continental Meeting for the purpose of considering the Arrangement Resolution (and for no other purpose except to the extent agreed by the Jinchuan Parties, acting reasonably) as soon as reasonably practicable and, in any event, on or before April 15, 2011, or such later date as the parties may in writing agree and subject to adjournments or postponements which may be required pursuant to Section 5.6(a);

subject to obtaining such approvals as are required by the Interim Order, as soon as practicable, but in any event within five Business Days after the Continental Meeting, proceed with and diligently pursue the application to the Court for the Final Order approving the Arrangement;

subject to obtaining the Final Order and the satisfaction or waiver of the other conditions herein contained in favour of each party, as soon as reasonably practicable, take all steps and actions, including without limitation making all necessary filings with Governmental Entities (including any required filings with the BCBCA Registrar) to give effect to the Arrangement prior to the Termination Date;

instruct counsel acting for it to bring the applications referred to in Sections 2.1(a) and (c) in co-operation with counsel to the Jinchuan Parties;

permit the Jinchuan Parties and their counsel to review and comment upon drafts of all material to be filed by Continental with the Court in connection with the Arrangement, including the Circular and any supplement or amendment to the Circular contemplated by Section 2.6(c), and provide counsel to the Jinchuan Parties on a timely basis with copies of any notice of appearance and evidence served on Continental or its counsel in respect of the application for the Interim Order and the Final Order or any appeal therefrom and of any notice (written or oral) received by Continental indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order; and

not file any material with the Court in connection with the Arrangement or serve any such material, and not agree to modify or amend materials so filed or served except as contemplated hereby or with the prior written consent of the Jinchuan Parties or their counsel, such consent not to be unreasonably withheld or delayed.

for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Continental Meeting and for the manner in which such notice is to be provided;

that the requisite approval for the Arrangement Resolution shall, subject to the approval by the Court of the Interim Order, be (i) at least 66 2/3% of the votes cast on the Arrangement Resolution by holders of Continental Common Shares and Continental Options present in person or by proxy at the Continental Meeting voting together as a class (such that each such Continental Securityholder is entitled to one vote for each Continental Common Share and one vote for each Continental Option held), (ii) at least 66 2/3% of the votes cast on the Arrangement Resolution by holders of Continental Preferred Shares present in person or by proxy at the Continental Meeting (such that each such Continental Securityholder is entitled to one vote for each Continental Preferred Share held) and (iii) at least a simple majority of the votes cast on the Arrangement Resolution by holders of Continental Common Shares who are not Jinchuan Parties, present in person or by proxy at the Continental Meeting in accordance with MI 61-101;

that, in all other respects, the terms, restrictions and conditions of the constating documents of Continental, including quorum requirements and all other matters, shall apply in respect of the Continental Meeting;

for the grant of the Dissent Rights in favour of holders of Continental Common Shares only; and

for the notice requirements with respect to the presentation of the application to the Court for the Final Order.

Jinchuan and Continental shall cooperate in the taking of all such action as may be required under the BCBCA and other applicable Laws (including Rule 13e-3 promulgated under Securities Exchange Act of 1934, as amended) in connection with the transactions contemplated by this Agreement and the Plan of Arrangement.

Each of Jinchuan and Continental shall promptly furnish to the other all information concerning it and its affiliates and securityholders as may be required for the effectuation of the actions described in Sections 2.5 and the foregoing provisions of this Section 2.6, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders, and optionholders, as applicable) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Agreement will contain any Misrepresentation.

Each of Jinchuan and Continental shall promptly notify the other if at any time before or after the Effective Time if it becomes aware that the Circular or any application for an order hereunder contains any Misrepresentation or that otherwise requires an amendment or supplement to the Circular or such application. In any such event, Jinchuan and Continental shall cooperate in the preparation of any required supplement or amendment to the Circular or such other document, as the case may be, and, if required by applicable Laws or the Court, shall cause the same to be distributed to the Continental Securityholders or filed with the applicable securities regulatory authorities.

Continental shall ensure that the Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Circular does not contain any Misrepresentation (other than with respect to any information relating to and provided by the Jinchuan Parties). Without limiting the generality of the foregoing, Continental shall ensure that the Circular complies with National Instrument 51-102 Continuous Disclosure Requirements of the Canadian Securities Administrators and Form 51-102F5 thereunder, as well as MI 61-101, and provides Continental Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Continental Meeting.

Continental shall (with the Jinchuan Parties and the Jinchuan Parties' counsel) diligently do all such acts and things as may be necessary to comply, in all material  respects, with National Instrument 54-101 Communications With Beneficial  Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators in relation to the Continental Meeting and, without limiting the generality  of the foregoing, shall, in consultation with the Jinchuan Parties, use all reasonable  efforts to benefit from the accelerated timing contemplated by such policy and shall, if it has not already done so, as soon as reasonably practicable following the date of this Agreement set the date for the Continental Meeting and make all necessary filings in connection therewith.

Each of Continental and its Subsidiaries has been duly organized or formed and is validly existing and, to the extent such concept is legally recognized, in good standing under the Laws of its jurisdiction of incorporation, organization or formation, as the case may be, with full corporate or legal power and authority to own, lease and operate its properties and assets and to conduct its businesses as currently owned and conducted. Each of Continental and its Subsidiaries is duly qualified to do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties and assets requires it to so qualify.

Section 3.1(b) of the Continental Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of each of Continental’s Subsidiaries, together with (i) the nature of the legal organization of such Subsidiary, (ii) the jurisdiction of organization or formation of such Subsidiary, (iii) the name of each person related (and for such purposes a person shall be considered “related” to another person if either person directly or indirectly owns or controls 10% or more of the equity interest in the other person) to Continental that owns beneficially or of record any equity or similar interest in such Subsidiary, and (iv) the percentage interest owned by Continental or any of its Subsidiaries in such Subsidiary.

Continental has made available to Jinchuan complete and correct copies of its articles and by-laws as well as the constating or constitutional documents of each of its Subsidiaries, in each case as in effect on the date of this Agreement.

Except for its interest in its Subsidiaries listed on Section 3.1(b) of the Continental Disclosure Letter, Continental does not, as of the date of this Agreement, own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

The authorized capital of Continental consists of an unlimited number of common shares without par value and an unlimited number of non-voting, redeemable preferred shares without par value and, as of the date of this Agreement, 154,579,127 Continental Common Shares and 12,483,916 Continental Preferred Shares are issued and outstanding. As of the date of this Agreement, there are outstanding Continental Options permitting the holders thereof to purchase 11,084,000 Continental Common Shares in the aggregate. Details as to the outstanding Continental Options including the holder, the date of grant, exercise price and term are set out in Section 3.2(a) of the Continental Disclosure Letter. As of the date hereof, there are 3,525,312 Continental Common Shares, in the aggregate, reserved for issuance under the Continental Share Option Plan.

All of the Continental Common Shares and Continental Preferred Shares have been duly authorized and are validly issued and fully paid and non-assessable, were not issued in violation of pre-emptive or similar rights or any other agreement or understanding binding upon Continental and were issued in compliance with the BCBCA, all applicable securities Laws and the constating documents of Continental. All of the outstanding shares and other ownership interests of the Subsidiaries of Continental, which are held, directly or indirectly, by Continental have been duly authorized and are validly issued, fully paid and non-assessable, were not issued in violation of pre-emptive or similar rights and all such shares and other ownership interests are owned directly or indirectly by Continental, free and clear of all Liens, except for restrictions on transfers contained in the constating documents of such entities.

Except as described in Section 3.2(a) above, as of the date of this Agreement, there  are no outstanding options, warrants, subscriptions, puts, calls or other rights,  agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Continental or any of its Subsidiaries to offer, issue, sell, redeem, repurchase, otherwise acquire or transfer, pledge or encumber any capital stock of Continental or any of its Subsidiaries, nor are there outstanding any securities or obligations of any kind of Continental or any of its Subsidiaries which are convertible into or exercisable or exchangeable for any capital stock of Continental, any of its Subsidiaries or any other person and neither Continental nor any of its Subsidiaries has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities. There are not outstanding as of the date of this Agreement any stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments based upon the book value, income or any other attribute of Continental or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding bonds, debentures or other evidences of indebtedness of Continental or any of its Subsidiaries having the right to vote (or that are exchangeable or convertible for or exercisable into securities having the right to vote) with the holders of the Continental Common Shares on any matter. As of the date of this Agreement, there are no stockholder agreements, proxies, voting trusts, rights to require registration under securities Laws or other arrangements or commitments to which Continental or any of its Subsidiaries is a party or bound with respect to the voting, disposition or registration of any outstanding securities of Continental or any of its Subsidiaries.

Since June 30, 2010, there have been no Continental capital stock, voting securities or securities convertible or exchangeable therefor issued or purchased for cancellation, except for Continental Common Shares issued on exercise of Continental Options.

Continental has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of the Continental Securityholders and the Court as provided in this Agreement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by Continental and the consummation by Continental of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Continental are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby other than the approval of the Continental Securityholders in accordance with the BCBCA, the rules of the TSXV and MI 61-101 and the approval of the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement.

Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by Continental and constitutes or, when executed, will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity.

The board of directors of Continental at a meeting duly called and held has determined by the unanimous approval of all directors present except such directors who are designates of Jinchuan (i) that this Agreement and the transactions contemplated hereby are fair to the Continental Securityholders and are in the best interests of Continental, and (ii) to recommend that the Continental Securityholders vote in favour of the Arrangement Resolution.

Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by Continental nor the performance by Continental of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will:

conflict with, or violate any provision of, the constating documents of Continental or any of its Subsidiaries;

subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or breach any Laws applicable to Continental, any of its Subsidiaries;

subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 3.4 being made or obtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which Continental or any of its Subsidiaries is a party or by which Continental or any of its Subsidiaries or its or their property is bound or subject; or

result in the imposition of any encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Continental’s assets or the assets of any of its Subsidiaries, or restrict, hinder, impair or limit the ability of Continental or any of its Subsidiaries to carry on their respective businesses as and where they are now being carried on or as contemplated to be carried on as disclosed by Continental to Jinchuan.

Schedule 3.7 of the Continental Disclosure Letter lists all the employees of Continental and its Subsidiaries and the base monthly salary, position and location of employment of each such employee as of the date hereof. No such employee is on long-term disability leave, extended absence or receiving benefits. None of Continental nor any of its Subsidiaries is a party to or bound by any contract or requirements of applicable Law in respect of any employee or former employee, including any contract for the employment or statutorily required re-employment of any employee and termination or severance agreements with employees, which is material, individually or in the aggregate, to Continental and its Subsidiaries, taken as a whole. Section 3.7 of the Continental Disclosure Letter lists all non- employee independent contractors who are receiving remuneration for work or services provided to Continental and its Subsidiaries as of the date of this Agreement, except: persons disclosed elsewhere in this Agreement; members of the board of directors of Continental or any of its Subsidiaries; persons listed in note 8 of the unaudited interim consolidated financial statements of Continental as at and for the period ended June 30, 2010 as filed on SEDAR; and persons receiving less than $50,000 in remuneration on an annual basis. Continental has no employees which report to work in Canada.

Neither Continental nor any of its Subsidiaries is (i) a party to any written policy, agreement, obligation, understanding or undertaking providing for severance or termination payments to, or any employment agreement with, any former or current director, officer or employee or (ii) any oral policy, agreement, obligation, understanding or undertaking providing an entitlement to any former director, officer or employee to severance or termination payments, except such payments as may be required under common law.

Neither Continental nor any of its Subsidiaries is a party to any consulting contract, written or oral, providing for compensation of any individual in excess of  $50,000 per calendar year.

Neither Continental nor any of its Subsidiaries has agreed to recognize any union or  other collective bargaining representative, nor has any union or other collective bargaining  representative been certified as the exclusive bargaining representative of  any of Continental’s or any of its Subsidiaries' employees. No labour union or representative of the employees of Continental or any of its Subsidiaries claims to be seeking to represent employees of Continental or any of its Subsidiaries. To the knowledge of Continental, no union organizational campaign or representation petitions are currently pending with respect to any of the employees of Continental or any of its Subsidiaries. Neither Continental nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement or any other comparable agreement applicable to any employees of Continental or its Subsidiaries and no such collective bargaining agreement or other contract is being negotiated.

All employees and former employees of Continental and its Subsidiaries have been, or will have been on or before the Effective Date, paid or amounts in respect thereof shall have been accrued for wages, salaries, commissions, bonuses, vacation pay, severance and termination pay, sick pay, and other compensation for all services performed by them or that was accrued by them up to the Effective Date, in accordance with the obligations of Continental and its Subsidiaries under any employment or labour practices and policies or individual agreement to which Continental or any of its Subsidiaries is a party, or by which Continental or any of its Subsidiaries may be bound, except for, in the case of severance and termination pay, statutory and common law requirements for payment in lieu of reasonable notice of termination.

There are no current, pending or, to the knowledge of Continental, threatened proceedings before any board, tribunal, arbitrator or Governmental Entities or claims with respect to employment and labour Laws, including, but not limited to, employment and labour standards, unfair labour practices, employment discrimination, occupational health and safety, employment equity, pay equity, workers' compensation, human rights and labour relations. Continental and its Subsidiaries are not subject to any settlement agreement, conciliation agreement, letter of commitment, deficiency letter or consent decree with any present or former employee or applicant for employment, labour union or other employee representative, or any Governmental Entity or arbitrator relating to claims of unfair labour practices, employment discrimination, or other claims with respect to employment and labour practices and policies and no Governmental Entity or arbitrator has issued a judgment, order, decree, injunction, decision, award or finding with respect to the employment and labour practices or policies of Continental or its Subsidiaries. There are no outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due and owing pursuant to any workplace safety and insurance legislation by Continental or any of its Subsidiaries and they have not been reassessed in any material respect under such legislation during the past three years and, to the knowledge of Continental, no audit is currently being performed pursuant to any applicable workplace safety and insurance legislation. There are no claims or, to the knowledge of Continental, potential claims which may materially and adversely affect Continental or its insurability.

Continental and its Subsidiaries have timely filed all forms, reports, schedules, statements and other documents required to be filed with (i) Canadian securities regulatory authorities (collectively, the “Continental SRA Reports”), (ii) any other applicable federal, state, provincial or territorial securities authority, and (iii) any other Governmental Entity, except with respect to clause (iii) of this Section 3.8(a) where the failure to file any such forms, reports, schedules, statements or other documents would not have a Material Adverse Effect (all such forms, reports, schedules, statements and other documents are collectively referred to as the “Continental Documents”). The Continental Documents at the time filed (x) did not contain any Misrepresentation and (y) complied in all material respects with the requirements of applicable Laws. Continental has not filed any confidential material change report with any Canadian securities authority or regulator or any stock exchange that at the date of this Agreement remains confidential.

The consolidated financial statements (including, in each case, any related notes thereto) contained in any Continental SRA Reports (i) have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (subject, in the case of unaudited interim financial statements, to the absence of a complete set of notes), (ii) complied in all material respects with the requirements of applicable securities Laws, (iii) are in accordance with the books and records of Continental, (iv) contain and reflect all necessary adjustments for fair presentation of the results of operations and the financial condition of the business of Continental for the periods covered thereby, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of Continental, and (vi) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Continental and its Subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal, recurring audit adjustments none of which will be material, individually or in the aggregate.

There has been no change by Continental or its Subsidiaries in their accounting policies, methods, practices or principles that are material to Continental’s consolidated financial statements, except as described in the notes thereto with respect to periods ending prior to the date of this Agreement.

Continental and each of its Subsidiaries is in compliance with applicable Environmental Law in all material respects.

In connection with Environmental Activities, there is no notice of infraction, action, suit or proceeding against or in any other manner relating adversely to, or to the knowledge of Continental, pending or threatened against Continental or any of its Subsidiaries in respect of the Exploration Rights Areas operated by Continental’s Subsidiaries in any court or before any arbitrator of any kind or before or by any Governmental Entity.

All Environmental Permits which are necessary under any applicable Environmental Law for the operation by Continental’s Subsidiaries of the Exploration Rights Areas operated by them (as such Exploration Rights Areas are operated by Continental’s Subsidiaries as at the date of this Agreement) have been duly obtained and are in full force and effect, are not subject to further Environmental Permits or appeal or, to the knowledge of Continental, pending, threatened legal or administrative proceedings, and there are, to the knowledge of Continental, no proposals to amend, revoke or replace such Environmental Permits.

None of Continental or its Subsidiaries has or is, and, to the knowledge of Continental, no past or present lessee, owner, occupant, or licensee or other Person other than Continental or a Subsidiary of Continental has or is, engaged in any Environmental Activity at, upon, under, over, within or with respect to the Exploration Rights Areas operated by Continental’s Subsidiaries in violation of any applicable Environmental Law which could lead to the imposition of liability on, or a remediation order against, Continental or a Subsidiary of Continental.

No activities or operations of Continental or its Subsidiaries are or have been subject to any judicial, administrative or other proceedings alleging a violation of any applicable Environmental Law.

No activities or operations of Continental or its Subsidiaries in respect of the Exploration Rights Areas operated by Continental’s Subsidiaries are the subject of investigation or written notice from any Governmental Entity requiring material remedial action to respond to a Release of any Contaminant.

Neither Continental nor any of its Subsidiaries has been or is involved in any operations or Environmental Activity in violation of any applicable Environmental Law which activities would lead to the imposition of liability on, or a remediation order against, Continental or any of its Subsidiaries.

Neither Continental nor any of its Subsidiaries has filed any written notice or report of a Release of a Contaminant with any Governmental Entity in respect of the Exploration Rights Areas operated by Continental or any part thereof.

No order, instruction or direction of any Governmental Entity has been issued which required Continental or any of its Subsidiaries to carry out any material environmental remediation of the Exploration Rights Areas operated by Continental under any applicable Environmental Law.

Continental and each of its Subsidiaries have timely filed, or caused to be filed, all Tax Returns required to be filed by them with the appropriate Governmental Entity (all of which Tax Returns were correct and complete in all material respects), have timely paid, or caused to be paid to the appropriate Governmental Entity, Taxes shown to be due and payable thereon, and have satisfied in full in all respects all withholding, instalment, deposit and remittance requirements imposed on or with respect to Taxes of Continental and each of its Subsidiaries.

Continental’s most recently published financial statements contain an adequate provision in accordance with Canadian generally accepted accounting principles for all Taxes payable in respect of each period covered by such financial statements and all prior periods to the extent such Taxes have not been paid, whether or not due and whether or not shown as being due on any Tax Returns. Continental and its Subsidiaries have made adequate provision in accordance with Canadian generally accepted accounting principles in their books and records for any amount of Taxes (on a consolidated basis) accruing in respect of any accounting period of Continental or any of its Subsidiaries ending subsequent to the period covered by the most recent published consolidated financial statements of Continental.

Neither Continental nor any of its Subsidiaries has received any written notification that any issue involving an amount of Taxes of Continental or any of its Subsidiaries has been raised by (and is currently pending with) a Governmental Entity, in connection with any Tax Return filed or required to be filed, and no waivers of statutes of limitations or objections to any assessments or reassessments involving an amount of Taxes of Continental or any of its Subsidiaries have been given, filed or requested with respect to Continental or any of its Subsidiaries.

Continental and each of its Subsidiaries have received assessments from the appropriate Governmental Entity for all Taxes shown on the Tax Returns in respect of all periods ending on or prior to December 31, 2009. Neither Continental nor any of its Subsidiaries has received any notice from any Governmental Entity to the effect that any Tax Return is being examined, and Continental has no knowledge of any Tax audit or issue for any period ending on or prior to December 31, 2009. There are no proposals to assess or reassess additional Taxes, nor are there any assessments or reassessments of additional Taxes, of Continental or any of its Subsidiaries for any period ending on or prior to December 31, 2009.

There are no Tax Liens on any assets of Continental or any of its Subsidiaries except for Taxes not yet due and payable. Neither Continental nor any of its Subsidiaries has received a refund of any Taxes to which it was not entitled.

Continental has made reasonable efforts to ensure that transactions between (i) Continental or any Subsidiary of Continental that is resident in Canada (for purposes of the ITA) and (ii) any non-resident of Canada (for purposes of the ITA) with whom Continental or such Subsidiary, as the case may be, was not dealing at arm’s-length (within the meaning of the ITA) were priced in accordance with the provisions of sections 69 and 247 of the ITA, and Continental or such Subsidiary, as the case may be, has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the ITA.

No claim has ever been made or threatened by any Governmental Authority in a jurisdiction where Continental or any of its Subsidiaries did not file Tax Returns that it is or may be subject to taxation by the jurisdiction.

There are no agreements, undertakings or other arrangements with any Governmental Authority providing for any interest in Continental’s or any of its Subsidiaries’ Exploration Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest.

Immediately prior to the Effective Time, Great China Mining Inc. will own shares of Highland Mining Inc. having a fair market value not exceeding 10% of the total fair market value of the issued shares of Highland Mining Inc. as a result of dilution under the provisions of the Shareholders Agreement dated December 23, 2004 relating to Highland Mining Inc. and all required actions will have been taken under such agreement to effect such dilution in accordance with the terms of a capitalization agreement reviewed by counsel for Jinchuan Parties immediately prior to the execution hereof.

Neither Continental nor any of its Subsidiaries has elected to be classified for U.S. tax purposes as other than its default entity classification under U.S. tax principles. Neither Continental nor any of its Subsidiaries, other than Great China Mining Inc., has or has ever had, operations, assets, offices, employees, agents, or, otherwise, is or has ever been engaged in trade or business activities in the United States. Neither Continental nor any of its Subsidiaries, other than Great China Mining Inc., earns or has ever earned any material income from sources within the United States.

Continental has sufficient Canadian tax pools and other usable tax shelter available to offset any liability for Taxes as a consequence of the transaction set out in paragraph 3.1(c) of the Plan of Arrangement.

Continental jointly filed an election under Section 85 of the ITA with Gibraltar Mines Ltd. reflecting an agreed amount of $65,000,000 in respect of the transfer, in 2001, of assets to Gibraltar Mines Ltd. in return for cash and preferred shares of Gibraltar Mines Ltd.

Continental and its Subsidiaries are in compliance, and have complied, with all applicable Laws other than non-compliance which would not, individually or in the aggregate, have a Material Adverse Effect. No investigation or review by any Governmental Entity with respect to Continental or any of its Subsidiaries is pending or, to the knowledge of Continental, is threatened, nor has any Governmental Entity indicated in writing an intention to conduct the same.

Continental and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate their properties and to lawfully carry on their respective businesses as they are now being conducted (collectively, the “Continental Permits”), and there is no action, proceeding or investigation pending or, to the knowledge of Continental, threatened regarding any of the Continental Permits. None of Continental or any of its Subsidiaries is in conflict with, or in default or violation of any of the Continental Permits, except for any such conflicts, defaults or violations which would not, individually or in the aggregate, have a Material Adverse Effect. The Continental Permits will not be cancelled or terminated or otherwise adversely affected as a result of the completion of the transactions contemplated by this Agreement.

None of Continental, any of its Subsidiaries or, to the knowledge of Continental, any directors, officers or employees of Continental or any of its Subsidiaries has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity or (ii) made any unlawful payment to any government officials or employees or to political parties or campaigns or violated any provision of the United States Foreign Corrupt Practices Act of 1977, as amended.

Other than the Exploration Rights and cash, Continental and its Subsidiaries have no material properties or assets. Continental and each of its Subsidiaries, as the case may be, has legal and beneficial title to all of its properties and assets sufficient to carry on their respective business as currently conducted (it being understood that the leasehold interests described in the Continental Disclosure Letter constitute the only interest of Continental or its Subsidiaries in real property aside from any interest under the Exploration Rights) including all the properties and assets reflected in the balance sheets forming part of the financial statements contained in the Continental SRA Reports, except as indicated in the notes thereto, together with all additions thereto and less all dispositions thereof in the ordinary course of its business, in each case free and clear of all Liens.

Continental and each of its Subsidiaries have not to date required the use or benefit of any easements, rights of way, permits, servitudes, licenses, leasehold estates and similar rights relating to real property.

Continental’s subsidiary Tibet Tian Yuan Minerals Exploration Ltd. is the lawful grantee of the Exploration Rights. Continental has not received any notice that its customary access and use of the surface of the license area infringes on any third party rights or that access and use is in any danger of being cut-off or materially restricted. Continental has not received any notice, whether written or oral, from any Governmental Entity of any revocation or intention to revoke any interest of Continental in any of the Exploration Rights.

Continental has not granted any options, back-in rights, earn-in rights, rights of first refusal or similar provisions or rights or other interests in the Exploration Rights or the production or profits therefrom or any royalty in respect thereof or any right to acquire any such interest to any third party nor does Continental have any reason to believe any third party holds any such rights.

Continental has not been made aware that there are any restrictions on the ability of Continental to use, transfer or exploit any of the Exploration Rights, except pursuant to applicable Laws or pursuant to the terms and conditions of their grant.

Continental owns no other material property and no real property.

Continental has devised and maintained a system of disclosure controls and procedures designed to ensure that information required to be disclosed by Continental under the BCSA is recorded, processed, summarized and reported within the time periods specified in the BCSA. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by Continental under the BCSA is accumulated and communicated to the management of Continental, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Such disclosure controls and procedures are effective in alerting the chief executive officer and chief financial officer of Continental in a timely manner to material information required to be disclosed by Continental under the BCSA.

There is currently no effect, event, occurrence or state of facts that would, or would reasonably be expected to, prevent the chief executive officer and/or the chief financial officer from properly providing the certifications required under Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings with respect to Continental’s filings for its fiscal year ended December 31, 2010 if the Arrangement does not complete.

Neither Continental nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar contract (including any contract or arrangements relating to any transaction or relationship between or among Continental and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand), or any “off balance sheet arrangements”, where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Continental or any of its Subsidiaries in Continental’s published financial statements.

Continental has devised and maintains internal control over financial reporting adequate to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles and includes policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Continental and its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian generally accepted accounting principles, and that receipts and expenditures of Continental and its Subsidiaries are being made only in accordance with authorizations of management and directors of Continental and its Subsidiaries; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Continental or its Subsidiaries that could have a material effect on Continental’s financial statements.

To the knowledge of Continental, prior to the date of this Agreement, (i) there are no significant deficiencies in the design or operation of, or material weakness in, the internal controls over financial reporting of Continental that are reasonably likely to adversely affect the ability of Continental to record, process, summarize and report financial information following completion of the Arrangement, and (ii) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Continental.

Since January 1, 2007, neither Continental nor any of its Subsidiaries nor, to the knowledge of Continental, any director, officer, employee, auditor, accountant or representative of Continental or any of its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Continental or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that Continental or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the board of directors of Continental.

Continental is not an investment company registered or required to be registered under the U.S. Investment Company Act of 1940, as amended.

Continental is a “foreign private issuer” (as such term is defined in Rule 3b-1 under the U.S. Securities Exchange Act of 1934, as amended).

Each of the Jinchuan Parties has all requisite corporate power and authority to execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by the Jinchuan Parties and the consummation by the Jinchuan Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of the Jinchuan Parties are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated hereby or thereby.

Each of this Agreement and the other documents related to the transactions contemplated hereunder has been and will be duly executed and delivered by the Jinchuan Parties and constitutes and, when executed, will constitute a legal, valid and binding obligation of each of the Jinchuan Parties, enforceable against each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and by general principles of equity.

Continental agrees, from the date of this Agreement until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article 7, that except (x) with the consent of Jinchuan to any deviation therefrom, any such consent to be in the sole discretion of Jinchuan, or (y) as expressly contemplated by this Agreement or the Plan of Arrangement:

Continental shall use commercially reasonable efforts to cause holders of Continental Options to exercise the Continental Options held by them prior to the Effective Time, and to the extent such Continental Options are exercised, Continental shall co-operate with the Jinchuan Parties to establish a means by which Subco may withhold and remit from the purchase price payable under the Arrangement to such holders for the Continental Common Shares so acquired all Taxes required under applicable Laws in connection with such exercise of Continental Options.

Continental will, at Jinchuan’s request, provide reasonable support to Jinchuan at Jinchuan’s expense in connection with settling the Post-Merger Agreement, provided that the terms of such settlement in no event affect the consideration payable by the Jinchuan Parties to complete the Arrangement.

Each of Continental and its Subsidiaries shall (A) carry on its businesses in the usual and ordinary course consistent with past practices, (B) use commercially reasonable efforts to preserve intact its present business organizations and material rights and franchises, to keep available the services of its current officers and employees who are permanent residents of the PRC, and to preserve its relationships with customers, suppliers and
others having business dealings with it, and (C) use commercially reasonable efforts to maintain and keep its material properties and assets in as good repair and condition as at the date of this Agreement, subject to ordinary wear and tear, all to the end that its goodwill and ongoing businesses shall not be impaired in any material respect at the Effective Time.

Continental shall not, nor shall it permit any of its Subsidiaries to: (A) declare, set aside or pay any dividends on, make other distributions or return capital in respect of any of its capital stock or any other equity interests, in cash, stock property or otherwise provided, however, that the board of directors of Continental may declare a dividend not exceeding $0.10 per Continental Common Share, such dividend to be paid by Continental in accordance with Section 3.1(c) of the Plan of Arrangement, provided that after accounting for the dividend Continental would be in compliance with Section 6.2(h) of this Agreement and applicable Law,and a Subsidiary of Continental may pay a dividend, distribution or return of capital to Continental or a wholly-owned Subsidiary of Continental; (B)split, combine, subdivide or reclassify any of its or such Subsidiary’s capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its or such Subsidiary’s capital stock; (C) issue, sell, pledge, reserve, set aside, dispose of, grant or encumber, repurchase, redeem or otherwise acquire any shares of its or such Subsidiary’s capital stock or any securities or obligations convertible into, exercisable or exchangeable for, or any rights, warrants, calls, subscriptions or options to acquire, shares of its or such Subsidiary’s capital stock (including any phantom interest or other right linked to the price of the Continental Common Shares), or authorize any of the foregoing, except the issue of Continental Common Shares pursuant to, and in accordance with the terms of, Continental Options granted prior to the date of this Agreement; or (D) enter into or announce any agreement or arrangement with respect to the sale, voting, registration or repurchase of any shares of its capital stock or any security convertible into or exchangeable for such shares.

Continental shall not, nor shall Continental permit any of its Subsidiaries to authorize, make or commit to make any capital expenditures (including capital lease obligations) in excess of $100,000 individually or in the aggregate (provided that Continental shall promptly provide to Jinchuan notice and details with respect to any individual capital expenditure in excess of $50,000) other than capital expenditures (A) to repair or replace facilities destroyed or damaged due to casualty or accident (whether or not covered by insurance), (B) included in the 2010 capital expenditures budget that was previously approved by the board of directors of Continental and which was previously provided to Jinchuan, or (C) that are required under applicable Law.

Continental shall not, nor shall it permit any of its Subsidiaries to, reorganize, recapitalize, consolidate, dissolve, liquidate, amalgamate or merge with any other person, nor acquire or agree to acquire, by amalgamating, merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or person or otherwise acquire or agree to acquire any assets of any other person (other than purchases of assets from suppliers or vendors in the ordinary course of business consistent with past practice).

Continental shall not, nor shall it permit any of its Subsidiaries to, sell, pledge, encumber, lease (whether such lease is an operating or capital lease) or otherwise dispose of any assets (other than relating to transactions between two or more wholly-owned Subsidiaries of Continental or between Continental and one or more wholly-owned Subsidiaries of Continental).

Continental shall not, nor shall it permit any of its Subsidiaries to (A) incur any indebtedness for borrowed money or purchase money indebtedness or assume, guarantee, endorse or enter into a “keepwell” or similar arrangement with respect to, any indebtedness, other than (1) indebtedness between two or more wholly-owned Subsidiaries of Continental or between Continental and one or more wholly-owned Subsidiaries, (2) additional indebtedness incurred in the ordinary course of business consistent with past practice in an amount not to exceed $100,000 in the aggregate and (3) additional borrowings under credit lines existing as of the date of this Agreement incurred in the ordinary course of business consistent with past practice or to pay legal, accounting, financial advisory and other expenses in connection with the transactions contemplated by this Agreement, (B) enter into any material operating lease or create any Liens on the property of Continental or any of its Subsidiaries in connection with any indebtedness, or (C) refinance any debt;

Except as required by applicable Law or any agreement to which Continental or any of its Subsidiaries is a party on the date of this Agreement, Continental shall not, nor shall it permit any of its Subsidiaries to:

increase the amount of (or accelerate the payment or vesting of) any benefit or amount payable under the Continental Share Option Plan or any other contract, agreement, commitment, arrangement, plan or policy providing for compensation or benefits to any former, present or future director, officer or employee of Continental or any of its Subsidiaries;

increase (or enter into any commitment or arrangement to increase) the compensation or benefits, or otherwise extend, expand or enhance the engagement, employment or any related rights, of any former, present or future director, officer, employee or consultant of Continental or any of its Subsidiaries, except for normal increases for persons who are not directors or officers made in the ordinary course of business consistent as to timing and otherwise with past practice over the last two completed fiscal years of Continental and included in the 2010 budget approved by the board of directors of Continental and made available to Jinchuan prior to the date hereof; or

adopt, establish, enter into or implement any employee benefit plan, policy, severance or termination agreement providing for any form of benefits or other compensation to any former, present or future director, officer or employee of Continental or any of its Subsidiaries or amend any employee benefit plan, policy, severance or termination agreement,

Continental shall not, nor shall it permit any of its Subsidiaries to, amend or propose to amend its constating documents.

Continental shall not, nor shall it permit any of its Subsidiaries to, pay, discharge, satisfy, compromise or settle any claims, obligations or liabilities prior to the same being due which, individually or in the aggregate, are in excess of $100,000.

Except in the ordinary course of business or as required by applicable Laws, Continental shall not, nor shall it permit any of its Subsidiaries to, (A) enter into, terminate or waive any provision of, exercise any option or relinquish any contractual rights under, or modify in any material respect any contract, agreement, guarantee, lease commitment or arrangement of the nature required to be disclosed by Section 3.9 or any contract which involves payments or receipts by Continental or any of its Subsidiaries of more than $100,000 over the term of such contract or agreement, (B) waive, transfer, grant or release any claims or potential claims of in excess of $100,000 or (C) waive any benefits of, or agree to modify in any respect, or terminate, release or fail to enforce, or consent to any material matter with respect to which consent is required, under, any confidentiality, standstill or similar agreement to which Continental or any of its Subsidiaries is a party or which Continental or any of its Subsidiaries is a beneficiary.

Continental shall not, nor shall it permit any of its Subsidiaries to, make any changes to its existing accounting practices, methods and principles except as required by applicable Law or by Canadian generally accepted accounting principles as advised by its regular independent accountants.

Except as described in Section 3.12 of the Continental Disclosure Letter, Continental shall not, nor shall it permit any of its Subsidiaries to, (A) make, change or rescind any material tax election, (B) take any action, or omit to take any action, in either case inconsistent with past practice, relating to the filing of any Tax Return or the payment of any Tax (except as otherwise required by Law), (C) settle any material Tax claim or assessment, (D) surrender any right or claim to a Tax refund, or (E) amend any of its transfer pricing policies.

Continental shall not, nor shall it permit any Subsidiary to, (A) enter into any confidentiality or standstill agreement, except as permitted by Section 5.5(a) or (B) amend or release any third party from its obligations or grant any consent under any confidentiality or standstill provision or fail to fully enforce any such provision.

Continental shall not, nor shall it permit any of its Subsidiaries to, take or fail to take any action which would cause any of Continental’s representations or warranties hereunder to be untrue in any material respect or would be reasonably expected to prevent or materially impede, interfere with or delay completion of the Arrangement.

Continental shall not, nor shall it permit any of its Subsidiaries to, license or commit to license or otherwise acquire or transfer any Intellectual Property Rights from or to any person, other than in the ordinary course of business or to Continental or a wholly owned Subsidiary of Continental.

Continental shall not, nor shall it permit any of it Subsidiaries to, amend, modify or terminate any insurance policy in effect on the date of this Agreement, except for scheduled renewals of any insurance policy in effect on the hereof in the ordinary course of business consistent with past practice.

Continental shall not, nor shall it permit any of its Subsidiaries to, (i) cancel any material indebtedness, or (ii) waive, transfer, grant or release any claims or potential claims of material value.

Continental shall not, nor shall it permit any of its Subsidiaries to, announce an intention, enter into any formal or informal agreement or otherwise make a commitment to do any of the foregoing.

Continental shall promptly advise Jinchuan in writing:

of any event, condition or circumstance that might be reasonably expected to cause any representation or warranty of Continental contained in this Agreement to be materially untrue or inaccurate on the Effective Date (or, in the case of any representation or warranty made as of a specified date, as of such specified date);

of any Material Adverse Effect or any event, occurrence or development which would be reasonably expected to have a Material Adverse Effect; and

of any material breach by Continental of any covenant, obligation or agreement contained in this Agreement.

Continental shall use its commercially reasonable efforts to perform all obligations required to be performed by Continental under this Agreement, cooperate with Jinchuan in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, Continental shall:

subject to Sections 5.5 and 5.6 solicit from the Continental Securityholders proxies in favour of approval of the Arrangement Resolution (in a commercially reasonable manner) and use commercially reasonable efforts to obtain the approval by Continental Securityholders of the Arrangement Resolution and will, at Jinchuan’s request and expense, retain the services of a proxy solicitation firm chosen by Continental to solicit proxies in favour of the Arrangement Resolution and shall fully cooperate with Jinchuan in connection therewith including providing to Jinchuan such information as Jinchuan may request and doing such other things as Jinchuan may reasonably request in connection therewith;

subject to the last sentence of Section 5.6(a) and compliance by Jinchuan with Section 5.2(b)(ix), not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Continental Meeting without Jinchuan’s prior written consent (not to be unreasonably withheld or delayed) except as required by applicable Law or, in the case of adjournment, as may be required by Continental Securityholders as expressed by majority resolution;

to the extent that satisfaction of such condition precedents are within its control, use commercially reasonable efforts to satisfy or cause to be satisfied as soon as reasonably practicable all the conditions precedent that are set forth in Article 6 hereof;

apply for and use commercially reasonable efforts to obtain as promptly as practicable all Appropriate Regulatory Approvals (other than the Interim Order and the Final Order) required to be obtained by Continental or any of its Subsidiaries in order for Continental to consummate the transactions contemplated hereby and, in doing so, to keep Jinchuan reasonably informed as to the status of the proceedings and any material discussions or correspondence related to obtaining such Appropriate Regulatory Approvals, including, but not limited to, providing Jinchuan the opportunity to be present for all communications with any Governmental Entity and providing Jinchuan with copies of all related applications and notifications, in draft and final form, in order for Jinchuan to provide its reasonable comments and all such applications and notifications shall be subject to the prior approval of Jinchuan, acting reasonably;

apply for and use commercially reasonable efforts to obtain the Interim Order and the Final Order, which Final Order shall be applied for on the basis that it shall be effective only upon Continental notifying the Court that the Appropriate Regulatory Approvals have been obtained;

carry out the terms of the Interim Order and the Final Order applicable to it and use commercially reasonable efforts to comply promptly with all requirements which applicable Laws may impose on Continental or its Subsidiaries with respect to the transactions contemplated hereby and by the Arrangement;

diligently defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;

use commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby;

effect all necessary registrations, filings and submissions of information required by Governmental Entities from Continental or any of its Subsidiaries in connection with the transactions contemplated hereby;

use commercially reasonable efforts to provide Jinchuan at least 36 hours prior to making publicly available its financial results for any period after the date of this Agreement and prior to filing any Continental SRA Reports a substantially final draft of the financial statement reflecting such results; and

use commercially reasonable efforts to obtain all waivers, consents and approvals from other parties to loan agreements, leases or other contracts required to be obtained by Continental or any of its Subsidiaries to consummate the transactions contemplated hereby the failure of which to obtain would materially and adversely affect the ability of Continental to consummate the transactions contemplated hereby.

The board of directors of Continental shall recommend to the Continental Securityholders the approval of the Arrangement Resolution and such recommendation shall be included in the Circular in such locations and with such prominence as Jinchuan may reasonably require.

Jinchuan shall promptly advise Continental in writing:

of any event, condition or circumstance that might be reasonably expected to cause any representation or warranty of the Jinchuan Parties contained in this Agreement to be untrue or inaccurate on the Effective Date (or, in the case of any representation or warranty made as of a specified date, as of such specified date); and

of any material breach by any of the Jinchuan Parties of any of their covenants, obligations or agreements contained in this Agreement.

Jinchuan shall use its reasonable best efforts to, and shall use its reasonable best efforts to cause Subco to, perform all obligations required to be performed by it or Subco under this Agreement, cooperate with Continental in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing:

to the extent that satisfaction of such condition precedents are within its control, use reasonable best efforts to satisfy or cause to be satisfied as soon as reasonably practicable all conditions precedent that are set forth in Article 6 hereof;

apply for and use reasonable best efforts to obtain as promptly as practicable all PRC Approvals required to be obtained by Jinchuan or Subco as specified in Schedule A in order for the Jinchuan Parties to consummate the transactions contemplated hereby, and, in doing so, to keep Continental reasonably informed as to the status of the proceedings and any material discussions or correspondence related to obtaining such Appropriate Regulatory Approvals, including, but not limited to, providing Continental the opportunity to be present for all communications with any Governmental Entity and providing Continental with copies of all related applications and notifications, in draft form and final, in order for Continental to provide its reasonable comments;

carry out the terms of the Interim Order and Final Order applicable to it and use reasonable best efforts to comply promptly with all requirements which applicable Laws may impose on the Jinchuan Parties with respect to the transactions contemplated hereby and by the Arrangement;

diligently defend all lawsuits or other legal, regulatory or other proceedings to which it is a party challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;

use reasonable best efforts to have lifted or rescinded any injunction or restraining order or other order relating to the Jinchuan Parties which may adversely affect the ability of the parties to consummate the transactions contemplated hereby;

on request of Continental, provide reasonable and appropriate assistance in connection with any application by Continental for Exploration Right
renewals which have been or are to be filed with any Governmental Entity;

to the extent permitted by applicable Law, vote its Continental Common Shares in favour of the Arrangement and not sell transfer or otherwise dispose of any of its Continental Common Shares prior to the Continental Meeting;

effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Jinchuan Parties or their Subsidiaries in connection with the transactions contemplated hereby; and

subject to the receipt of Appropriate Regulatory Approvals, deposit or cause to be deposited the full transaction consideration payable to holders of Continental Common Shares and holders of unexercised Continental Options under the Arrangement in its bank account in Canada or with the depositary in respect of the Arrangement or Jinchuan’s legal counsel in Canada not less than 24 hours prior to the Continental Meeting.

Subject to Section 5.3(b) and applicable Laws, Continental shall (and shall cause each of its Subsidiaries and their respective representatives, officers, directors, employees and agents to) afford the officers, employees, and other authorized representatives and advisors (including financial advisors, legal counsel and accountants) (collectively the “Representatives”) of Jinchuan access, during normal business hours from the date of this Agreement and until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with Article 7, to its respective properties, books, contracts and records, as well as to its management personnel; provided that such access shall be provided on a basis that minimizes the disruption to the operations of Continental. During such period, Continental shall (and shall cause each of its Subsidiaries to) furnish promptly to Jinchuan all information concerning its respective business, properties and personnel as Jinchuan may reasonably request. Subject to Section 5.3(b) and applicable Laws, Jinchuan shall afford the Representatives of Continental access during normal business hours from the date of this Agreement and until the earlier of the Effective Date or the termination of this Agreement, to such of Jinchuan’s management personnel as Continental may request, acting reasonably. To the extent that any Continental information or documentation is competitively sensitive in relation to Jinchuan, such information will be disclosed only to external advisors of Jinchuan, except as may be agreed by Continental and, provided that, to the extent any such information includes legal memoranda or other communications from counsel related to the enforceability or remedies against Jinchuan in connection with the 2007 Agreements, that information shall be excluded from disclosure requirements herein.

The Jinchuan Parties and Continental acknowledge that certain information received pursuant to Section 5.3(a) will be non-public or proprietary in nature and, as such, will be deemed to be “Confidential Information” for purposes of the Confidentiality Agreement. The Jinchuan Parties and Continental further acknowledge their obligation to maintain the confidentiality of such Confidential Information in accordance with the Confidentiality Agreement shall continue notwithstanding this Agreement. If any material is withheld by Continental or any of its Subsidiaries because of the confidential nature of such material, or otherwise, Continental or such Subsidiary shall inform Jinchuan as to the general nature of what is being withheld.

Continental shall, and shall direct and cause its Representatives and its Subsidiaries and their Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion or negotiation with any parties that may be ongoing with respect to an Acquisition Proposal whether or not initiated by Continental and, in connection therewith, Continental shall request (and exercise all rights it has to require) the return of information regarding Continental and its Subsidiaries previously provided to such parties under confidentiality agreements and shall request, to the extent it is entitled to do so under such confidentiality agreements (and exercise all rights it has to require), the destruction of all materials including or incorporating any confidential information regarding Continental and its Subsidiaries.

Subject to Section 5.6, Continental agrees that it shall not, and shall not authorize or permit any of its Subsidiaries or any of its or its Subsidiaries' Representatives, directly or indirectly, to (i) solicit, initiate, encourage or facilitate, including by way of furnishing information or entering into any form of agreement, arrangement or understanding, any inquiries or the making of any proposals regarding an Acquisition Proposal, (ii) participate in any discussions or negotiations regarding any Acquisition Proposal, (iii) withdraw, modify, qualify or change in a manner adverse to Jinchuan Parties, or publicly propose to withdraw, modify, qualify or change in a manner adverse to the Jinchuan Parties, the approval, recommendation or declaration of advisability of the board of directors of Continental of the transactions contemplated hereby (it being understood that failing to affirm the approval or recommendation of the board of directors of Continental of the transactions contemplated hereby after an Acquisition Proposal has been publicly announced shall be considered an adverse modification), (iv) approve or recommend any Acquisition Proposal or (v) enter into any agreement, arrangement or understanding related to any Acquisition Proposal or requiring Continental to abandon, terminate or fail to consummate the Arrangement or providing for the payment of any break, termination or other fees or expenses to any person in the event that Continental or any of its Subsidiaries completes the transactions contemplated hereby or any other transaction with Jinchuan or any of its affiliates agreed to prior to any termination of this Agreement. Notwithstanding the preceding sentence and any other provisions of this Agreement, the board of directors of Continental may, prior to the approval of the Arrangement by the Continental Securityholders, consider, participate in any discussions or negotiations with, or provide information in accordance with the last sentence of this paragraph to, any person who has delivered a bona fide written Acquisition Proposal which was not solicited after the date of this Agreement and did not prior to the delivery of such Acquisition Proposal otherwise result from a breach of this Section 5.5 and that the board of directors of Continental determines in good faith, after consultation with its financial advisors and outside legal counsel, would be reasonably likely to result in a Superior Proposal; provided, however, that prior to taking any such action, (x) the board of directors of Continental must receive advice of outside counsel that it is necessary for the board of directors of Continental to take such action in order to discharge properly its fiduciary duties, and (y) Continental must obtain a confidentiality agreement from the person making such Acquisition Proposal that is substantively the same as the Confidentiality Agreement, and on terms no more favourable to such person than the Confidentiality Agreement; provided further that Continental shall not commence or participate in discussions or negotiations with, or provide information to any person who has delivered an unsolicited bona fide written Acquisition Proposal until 48 hours after Continental shall have advised Jinchuan of its determination that such Acquisition Proposal would be reasonably likely to result in a Superior Proposal and of its intention to take such actions. Continental shall not consider, negotiate, accept, approve or recommend an Acquisition Proposal or provide information to any person proposing an Acquisition Proposal, in each case after the date of the approval of the Arrangement by the Continental Securityholders. If Continental receives a request for material non-public information from a person who has made an unsolicited bona fide written Acquisition Proposal and Continental is permitted, as contemplated under the second sentence of this Section 5.5(b), to consider, participate in any discussions with respect to or negotiate the terms of such Acquisition Proposal, then, and only in such case, the board of directors of Continental may, subject to the execution by such person of the confidentiality agreement as described in (y) above, provide such person with access to information regarding Continental; provided that Continental sends a copy of any such confidentiality agreement to Jinchuan promptly upon its execution and Jinchuan is provided with a list of, and copies of, the information provided to such person and (except to the extent such information has previously been provided to Jinchuan) is immediately provided with access to similar information to which such person was provided.

From and after the date of this Agreement, Continental shall promptly (and in any event within 24 hours) notify Jinchuan, at first orally and then in writing, of any inquiries, proposals or offers relating to or constituting an Acquisition Proposal, or any request for non-public information relating to Continental or any of its Subsidiaries. Such notice shall include a description of the terms and conditions of any proposal, inquiry or offer, the identity of the person making such proposal, inquiry or offer and provide such other details of the proposal, inquiry or offer as Jinchuan may reasonably request. Continental shall keep Jinchuan fully informed on a prompt basis of the status, including any change to the material terms, of any such inquiry, proposal or offer.

Continental shall ensure that its officers, directors and employees and its Subsidiaries and their officers, directors and employees and any financial advisors or other advisors or representatives retained by it are aware of the provisions of this Section 5.5, and it shall be responsible for any breach of this Section 5.5 by such officers, directors, employees, financial advisors or other advisors or representatives.

Nothing contained in this Section 5.5 shall prohibit Continental from: (i) making any disclosure of an Acquisition Proposal to the Continental Securityholders prior to the Effective Time if, in the good faith judgment of the board of directors of Continental after receiving the advice of outside counsel, not taking such action would reasonably be likely to be inconsistent with its fiduciary duties under Applicable Law or is otherwise required under applicable Law; (ii) taking any other action with regard to an Acquisition Proposal to the extent ordered or otherwise mandated by any court of competent jurisdiction; (iii) responding to a bona fide request for information that could reasonably be expected to lead to an Acquisition Proposal solely by advising that no information can be provided unless a bona fide written Acquisition Proposal is made and then only in compliance with Section 5.5(b); and (iv) complying with those provisions under applicable Laws relating to the provision of directors' circulars and making appropriate disclosure with respect thereto to the Continental Securityholders.

If Continental has complied with Section 5.5 with respect thereto, Continental may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal prior to the approval of the Arrangement by the Continental Securityholders and terminate this Agreement if, and only if (with the exception of a confidentiality agreement the execution of which shall not be subject to the conditions of this Section 5.6):

Continental has provided Jinchuan with a copy of the Superior Proposal document;

five Business Days shall have elapsed from the later of (x) the date Jinchuan received written notice (a “Section 5.6 Notice”) from Continental advising Jinchuan that Continental's board of directors has resolved, subject only to compliance with this Section 5.6, to accept, approve, recommend or authorize Continental to enter into an agreement in respect of such Superior Proposal, specifying the terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal, and (y) the date Jinchuan received a copy of such Superior Proposal document;

Continental’s board of directors has determined in good faith (after consultation with its financial advisors and outside counsel) that it is necessary for the board of directors of Continental to take such action in order to discharge properly its fiduciary duties and, as a consequence, withdraw or modify its approval or recommendation of this Agreement and approve or recommend such Superior Proposal;

such Superior Proposal does not provide for the payment of any break, termination or other fees or expenses to the other party in the event that Continental or any of its Subsidiaries completes the transactions contemplated by this Agreement or any similar other transaction with Jinchuan or any of its affiliates agreed to prior to any termination of this Agreement (for greater certainty, this paragraph (iv) does not apply in connection with any agreement entered into by Continental following: (A) termination of this Agreement and (B) payment to Jinchuan of any Termination Fee payable to Jinchuan under Section 7.4);

taking into account any revised proposal made by Jinchuan pursuant to Section 5.6(b) during the period referred to in Section 5.6(a)(ii), such Superior Proposal remains a Superior Proposal and the board of directors of Continental has again made the determinations referred to in Section 5.6(a)(iii); and

Continental has previously paid, or concurrently pays, to Jinchuan the Termination Fee payable by Continental under Section 7.4.

During the period referred to in Section 5.6(a)(ii), Continental agrees that Jinchuan shall have the right, but not the obligation, to offer to amend the terms of this Agreement. The board of directors of Continental will review any proposal by Jinchuan to amend the terms of this Agreement in good faith in order to determine, in its discretion in the exercise of its fiduciary duties, whether Jinchuan’s amended proposal upon acceptance by Continental would result in the applicable Superior Proposal ceasing to be a Superior Proposal. If the board of directors of Continental so determines, it will enter into an amended agreement with Jinchuan reflecting Jinchuan’s amended proposal.

Continental also acknowledges and agrees that each successive material modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of Section 5.5 and the requirement under clause (ii) of Section 5.6(a) to initiate an additional notice period of five Business Days.

as reasonably requested, and if requested on a daily basis on each of the last seven Business Days prior to the Continental Meeting, as to the aggregate tally of the proxies and votes received in respect of the Continental Meeting; and

of any written notice of dissent, withdrawal of such notice, and any other instruments received by Continental pursuant to the Dissent Rights.

the Arrangement Resolution shall have been approved by the Continental Securityholders at the Continental Meeting in the manner required by applicable Laws (including any requirements imposed by the Interim Order and MI 61-101);

the Interim Order and the Final Order shall each have been obtained in form and on terms satisfactory to each of Jinchuan and Continental, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise;

no provision of any applicable Laws and no judgment, injunction, order or decree shall be in effect which restrains or enjoins or otherwise prohibits the consummation of the Arrangement or the transactions contemplated by this Agreement;

the Appropriate Regulatory Approvals shall have been obtained and be in full force and effect and shall not be subject to any stop-order or proceeding seeking a stop-order or revocation; and

all other consents, waivers, permits, orders and approvals of any Governmental Entity, in connection with, or required to permit, the consummation of the Arrangement, the failure to obtain which or the non-expiry of which would constitute a breach of Law, or would, individually or in the aggregate, have a Material Adverse Effect or material adverse effect on Jinchuan after the Effective Time, shall have been obtained or received.

Continental shall have performed or complied with, in all material respects, each of its obligations, covenants and agreements hereunder to be performed and complied with by it on or before the Effective Time;

each of the representations and warranties of Continental under this Agreement shall be true and correct in all respects on the date of this Agreement and as of the Effective Date as if made on and as of such date (except for such representations and warranties made as of a specified date, which shall be true and correct as of such specified date) except where the failure of such representations and warranties in the aggregate to be true and correct in all respects would not be reasonably expected to have a Material Adverse Effect;

since the date of this Agreement, there shall have been no Material Adverse Effect or any event, occurrence or development which would be reasonably expected to have a Material Adverse Effect or which would materially and adversely affect the ability of Continental to consummate the transactions contemplated hereby;

Jinchuan shall have received a certificate of Continental addressed to the Jinchuan Parties and dated the Effective Date, signed on behalf of Continental by the Chief Executive Officer and the President of Continental, confirming that the conditions in Sections 6.2(a), (b) and (c) have been satisfied;

there shall not be any action taken, any Law enacted, entered, enforced or deemed applicable by any Governmental Entity or pending or threatened any suit, action or proceeding by any Governmental Entity in connection with the grant of any Appropriate Regulatory Approval or otherwise (i) seeking to prohibit or restrict the acquisition by Jinchuan or any of its Subsidiaries of any Continental Common Shares, (ii) challenging or seeking to restrain or prohibit the consummation of the Arrangement or seeking to obtain from Continental or Jinchuan any damages that are material in relation to Continental and its Subsidiaries taken as a whole, (iii) seeking, as a direct consequence of the Arrangement, to prohibit or materially limit the ownership or operation by Jinchuan or any of its Subsidiaries of any material portion of the business or assets of Jinchuan, Continental or any of their respective Subsidiaries or to compel Jinchuan or any of its Subsidiaries to dispose of or hold separate any material portion of the business or assets of Jinchuan or Continental or any of their respective Subsidiaries, as a result of the Arrangement, (iv) seeking , as a direct consequence of the Arrangement, to impose limitations on the ability of Jinchuan or any of its Subsidiaries to acquire or hold, or exercise full rights of ownership of, any Continental Common Shares, including the right to vote the Continental Common Shares purchased by it on all matters properly presented to the shareholders of Continental after the Effective Time, or (v) seeking to prohibit Jinchuan or any of its Subsidiaries from effectively controlling in any material respect the business or operations of Continental and its Subsidiaries after the Effective Time;

the board of directors of Continental shall have adopted all necessary resolutions, and  all other necessary corporate action shall have been taken by Continental to
permit  the consummation of the Arrangement;

holders of not more than 5% of the Continental Common Shares then outstanding shall have exercised their Dissent Rights (and not withdrawn such exercise) in respect of the Arrangement;

as at November 30, 2010 (the “Cash Date”), Continental and its Subsidiaries shall, on a consolidated basis, have an amount (the “Cash Amount”) of not less than $8 million calculated as all current assets as at the Cash Date less all current liabilities as at the Cash Date, all such amounts to be calculated on a consolidated basis in accordance with Canadian generally accepted accounting principles and the provisions of this paragraph, plus the actual Option Exercise Loan proceeds (as defined in the Plan of Arrangement) received by the Depositary on or before the Effective Date and minus the amount of the Dividend to be declared under Section 5.1(a)(iv). Notwithstanding the foregoing, current liabilities will be deemed to exclude: (i) the current portion of long term payables, namely the US$500,000 acquisition agreement payment due December 15, 2010, and (ii) any non-cash contingencies including but not limited to reclamation and future income tax liabilities. Current liabilities will be deemed to include all liabilities contingent upon the completion of the Arrangement including all professional fees accrued to the Effective Time and other transaction costs related to the Arrangement and services severance payments due on the completion of the Arrangement, including office, employees and officers of Continental who are not permanent residents of the PRC. Continental shall at the Effective Time deliver a certificate signed by the Chief Financial Officer of Continental confirming that Continental and its Subsidiaries held the Cash Amount as of the Cash Date and detailing the calculation thereof;

the consents and approvals set forth in Section 3.4 of the Continental Disclosure Letter shall have been obtained or received;

Continental will have released each of Zijin Mining Group Co. Ltd. and Golden Island Resource (BVI) Limited from its obligations under the Voluntary Pooling Agreement of October 16, 2009; and

the corporate services agreement between Continental and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Services Inc.(“HDSI”) dated as of July 2, 2010 shall have been terminated without material obligation to Continental and which termination will provide that HDSI will, for a period of up to 12 months after the Effective Date, provide reasonable assistance to Continental including in connection with the preparation by Continental of its financial statements and tax returns for prior periods, provided such services are prepaid, subject to indemnity and provided the ongoing services arrangement can be terminated by either party on reasonable notice to the other for convenience of either party at any time following 9 months after the Effective Time.

in the case of the obligation of Continental to hold the Company Meeting, Jinchuan shall, to the extent applicable, have satisfied its obligations under Section 5.2(b)(ix) to deposit or cause to be deposited the full transaction consideration payable to Continental Securityholders under the Arrangement in its bank account in Canada or with the depositary in respect of the Arrangement or Jinchuan’s legal counsel in Canada and shall have provided evidence of such compliance satisfactory to Continental, acting reasonably, at least 24 hours before the Continental Meeting;

the Jinchuan Parties shall have performed or complied with, in all material respects, each of their obligations, covenants and agreements hereunder to be performed and complied with by them on or before the Effective Time;

each of the representations and warranties of the Jinchuan Parties under this Agreement, shall be true and correct in all material respects on the date of this Agreement and as of the Effective Date as if made on and as of such date (except for such representations and warranties made as of a specified date, which shall be true and correct as of such specified date) except where the failure of such representations and warranties to be true and correct does not adversely impact the ability of the Jinchuan Parties to complete the Arrangement;

Continental shall have received a certificate of Jinchuan addressed to Continental and dated the Effective Date, signed on behalf of Jinchuan by two authorized signatories of Jinchuan, confirming that the conditions in Sections 6.3(a) and (b) have been satisfied; and

the boards of directors of each of the Jinchuan and Subco shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by each of Jinchuan and Subco, to permit the consummation of the Arrangement.

change the time for performance of any of the obligations or acts of the parties, including an extension of the Termination Date;

waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the parties; and

waive compliance with or modify any conditions precedent herein contained,

If any condition contained in Sections 6.1 or 6.2 is not satisfied at or before the Termination Date, then Jinchuan may, by notice to Continental, terminate this Agreement and the obligations of the parties hereunder (except as otherwise herein provided); provided, however, that Jinchuan shall not be permitted to terminate this Agreement pursuant to this Section 7.2(a) if the failure of such condition to be satisfied is or was the result of (i) a breach by Jinchuan or Subco of any of its covenants or obligations hereunder or (ii) the wilful act or omission of Jinchuan or Subco intended to cause such condition not to be satisfied.

If any condition contained in Sections 6.1 or 6.3 is not satisfied at or before the Termination Date, then Continental may, by notice to Jinchuan, terminate this Agreement and the obligations of the parties hereunder (except as otherwise herein provided); provided, however, that Continental shall not be permitted to terminate this Agreement pursuant to this Section 7.2(b) if the failure of such condition to be satisfied is or was the result of (i) a breach by Continental of any of its covenants or obligations hereunder or (ii) the wilful act or omission of Continental intended to cause such condition not to be satisfied.

This Agreement may:

be terminated by the mutual agreement of Continental and Jinchuan (without any action on the part of the Continental Securityholders);

be terminated by either Continental or Jinchuan, if there shall be passed any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited;

be terminated by Jinchuan if (A) the board of directors of Continental shall have failed to recommend that Continental Securityholders vote in favour of the Arrangement Resolution or withdrawn, modified, qualified or changed, in a manner adverse to Jinchuan, its approval or recommendation of the Arrangement or the Arrangement Resolution by or in any manner which could reasonably be expected to reduce the likelihood of the Arrangement Resolution being approved at the Continental Meeting or (B) the board of directors of Continental shall have approved or recommended an Acquisition Proposal or fails to affirm its recommendation in respect of the Arrangement at the request of Jinchuan following the announcement of an Acquisition Proposal;

be terminated by Continental in order to enter into a definitive written agreement with respect to a Superior Proposal, subject to compliance with Section 5.6 and the payment of the Termination Fee if and as required pursuant to Section 7.4(b);

be terminated by Continental or Jinchuan if the approval of the Continental Securityholders shall not have been obtained by reason of the failure to obtain the required levels of favourable votes on the Arrangement Resolution at the Continental Meeting;

be terminated by Jinchuan if Continental shall have failed to hold the Continental Meeting on or before April 15, 2011; or such later date as the parties may otherwise agree, unless such failure results from: (A) an adjournment of the Continental Meeting for not more than 21 Business Days due to its obligation to adjourn the Continental Meeting in the circumstances described in Section 5.6; (B) for reasons beyond the control of Continental so long as Continental is in compliance with the terms and conditions of this Agreement and it has been and continues to be using all reasonable best efforts to hold the Continental Meeting as soon as practicable after April 15, 2011; or (C) an adjournment or postponement of the Continental Meeting due to failure by Jinchuan to deposit or cause to be deposited the full transaction consideration payable to Continental Securityholders under the Arrangement in its bank account in Canada or with its depositary in respect of the Arrangement or Jinchuan’s legal counsel in Canada not less than 24 hours prior to the Continental Meeting in accordance with Section 5.2(b)(ix); or

be terminated by Jinchuan if there is a intentional, wilful or deliberate breach of the covenants in Section 5.5 or 5.6 by Continental, any of its Subsidiaries or any of their respective directors, officers, employees, agents, consultants or any other Representative,

If the Effective Time does not occur on or prior to end of business on the Termination Date, then this Agreement shall automatically terminate.

Jinchuan shall terminate this Agreement pursuant to Section 7.2(c)(iii) unless, at the time of such termination, a Specified Jinchuan Event has occurred and is continuing;

Continental shall terminate pursuant to Section 7.2(c)(iv) unless, at the time of such termination, a Specified Jinchuan Event has occurred and is continuing;

either Continental or Jinchuan shall terminate this Agreement pursuant to Section 7.2(c)(v) in circumstances in which: (A) a bona fide Acquisition Proposal has been publicly announced or made by any Person other than Jinchuan prior to the Continental Meeting and not withdrawn more than three Business Days prior to the Continental Meeting, and (B) Continental enters into an agreement with respect to such Acquisition Proposal, or such Acquisition Proposal is consummated, after the date of this Agreement and prior to the expiration of 6 months following termination of this Agreement, unless, at the time of the Continental Meeting, a Specified Jinchuan Event has occurred; or

Jinchuan shall terminate this Agreement pursuant to Section 7.2(c)(vi) or (vii),

If to Continental, at:

Continental Minerals Corporation

▇▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Executive Officer

Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇-▇▇▇▇

with a copy to:

Lang ▇▇▇▇▇▇▇▇ LLP

1500 – ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Facsimile No: (▇▇▇) ▇▇▇-▇▇▇▇

If to a Jinchuan Party, at:

Jinchuan Group Ltd.

Jinchang, Gansu

737103, People’s Republic of China

Attention: Sanlin Zhang, Vice-President

Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇▇▇▇

with a copy to:

Blake, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇

Suite ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇

Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇

Telecopier No.: (▇▇▇) ▇▇▇-▇▇▇▇

The arrangement (as may be modified or amended, the “Arrangement”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving the Company and its shareholders, all as more particularly described and set forth in the plan of arrangement (as may be modified or amended, the “Plan of Arrangement”) attached as Appendix B to the Management Information Circular of the Company dated January 17, 2011 (the “Information Circular”), is hereby authorized, approved and agreed.

The Amended and Restated Arrangement Agreement dated January 17, 2011 among Jinchuan Group Ltd., JinQing Mining Investment Limited and the Company, as may be amended from time to time (the “Arrangement Agreement”), the actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and causing the performance by the Company of its obligations thereunder be, and they are hereby confirmed, ratified, authorized and approved.

Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed) by the shareholders of the Company or that the Arrangement has been approved by the Supreme Court of British Columbia (the “Court”), the directors of the Company be, and they are hereby, authorized and empowered without further approval of the shareholders of the Company (i) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement, and (ii) not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement).

Any one director or officer of the Company be, and is hereby, authorized, empowered and instructed, acting for, in the name and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.

“Affiliate” has the meaning ascribed thereto in the BCBCA;

“Arrangement” means an arrangement under the provisions of Division 5 of Part 9 of the BCBCA, on the terms and conditions set forth in this Plan of Arrangement and any amendment, variation or supplement thereto made (i) in accordance with Section 7.1 of the Arrangement Agreement, (ii) in accordance with Section 6.1 hereof, or (iii) at the direction of the Court in the Final Order;

“Arrangement Agreement” means the amended and restated arrangement agreement dated March 14, 2011 among Continental, Jinchuan and Subco to which this Plan of Arrangement is attached as Schedule C, as the same may be supplemented or amended from time to time;

“Arrangement Resolution” means the resolution, approving the Plan of Arrangement to be considered at the Continental Meeting, substantially in the form and content of Schedule B to the Arrangement Agreement to be approved in the manner specified in the Interim Order;

“Assisted Optionholders” means those Optionholders who are not directors or executive officer and who have executed an Optionholders Support and Assistance Agreement and are therefore receiving Option Exercise Financial Assistance;

“BCBCA” means the Business Corporations Act (British Columbia) including all regulations made thereunder, as now in effect and as they may be amended from time to time prior to the Effective Date;

“BCSA” means the Securities Act (British Columbia) and the rules, regulations and policies made thereunder, as now in effect and as they may be amended from time to time prior to the Effective Date;

“Business Day” means any day on which commercial banks are generally open for business in Jinchang, Gansu, PRC and Vancouver, British Columbia other than a Saturday, a Sunday or a day observed as a holiday in Jinchang, Gansu, PRC or in Vancouver, British Columbia under applicable Laws;

“CDS” means CDS Clearing and Depositary Services Inc.;

“certified funds” means immediately payable Canadian dollar funds represented by a banker’s draft or confirmation of wiring executed by one of the four largest Canadian chartered banks;

“Certified List” has the meaning ascribed to such term in Section 3.1(b);

“Circular” means the notice of the Continental Meeting and accompanying management proxy circular including all schedules and exhibits thereto, to be sent by Continental to the Continental Securityholders in connection with the Continental Meeting;

“Closing Certificate” means a certificate in the form attached hereto as Schedule A which, when signed by an authorized representative of each of the Parties, will constitute acknowledgement by the Parties that this Plan of Arrangement has been implemented to their respective satisfaction;

“Continental” means Continental Minerals Corporation, a corporation incorporated under the laws of the Province of British Columbia;

“Continental Common Shareholder” means a Holder of Continental Common Shares;

“Continental Common Shares” means the issued and outstanding common shares in the capital of Continental including the associated rights under the Rights Plan;

“Continental Dividend” means any dividend declared payable by the Board of Directors of Continental, in its sole discretion, in respect of the Continental Common Shares pursuant to paragraph 3.1(c) hereof and which shall be declared in an amount and upon terms compliant with the terms and conditions of the Arrangement Agreement;

“Continental Meeting” means the meeting of the Continental Securityholders held for the purpose of considering and approving, among other things, the Arrangement Resolution;

“Continental Optionholder” means a holder of Continental Options;

“Continental Option Price” means, with respect to each Continental Option, the exercise price per Continental Common Share of such option as specified in the option certificate representing such Continental Option or the option agreement between Continental and the Continental Optionholder relating thereto;

“Continental Options” means outstanding options (whether vested or unvested) to acquire Continental Common Shares granted under the Continental Share Option Plan or otherwise;

“Continental Preferred Shareholder” means a Holder of Continental Preferred Shares;

“Continental Preferred Shares” means the issued and outstanding preferred shares in the capital of Continental;

“Continental Securityholders” means the Holders of Continental Common Shares, Continental Preferred Shares and Continental Options;

“Continental Share Option Plan” means Continental’s share option plan in existence as of the date of the Arrangement Agreement;

“Court” means the Supreme Court of British Columbia;

“CRA” means Canada Revenue Agency;

“Depositary” means Computershare Investor Services Inc.;

“Dissent Rights” has the meaning ascribed to such term in Section 4.1;

“Dividend Record Date” means the Business Day immediately preceding the Effective Date;

“Dissenting Shareholders” means Holders of Continental Common Shares who have duly and validly exercised their Dissent Rights pursuant to Article 4 and the Interim Order;

“Effective Date” means the date in Vancouver, British Columbia upon which all of the conditions to the completion of the Arrangement as set out in Sections 6.1, 6.2 and 6.3 of the Arrangement Agreement have been satisfied or waived in accordance with the Arrangement Agreement and all documents agreed to be delivered thereunder have been delivered to the satisfaction of the recipient, acting reasonably, and each of Continental, Jinchuan and Subco shall have executed the Closing Certificate;

“Effective Time” means the time on the Effective Date specified as the “Effective Time” on the Closing Certificate;

“Final Order” means the final order of the Court approving the Arrangement as such order may be amended by the Court at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

“Gibraltar” means Gibraltar Mines Ltd., a corporation incorporated under the laws of the Province of British Columbia;

“Gibraltar Preferred Shares” means the 12,483,916 issued and outstanding preferred shares in the capital of Gibraltar currently held by Continental;

“Holder” means a registered holder of Continental Common Shares or Continental Preferred Shares, as the case may be, or any person who surrenders to the Depositary certificates representing such Continental Common Shares or Continental Preferred Shares duly endorsed for transfer to such person in accordance with the Letter of Transmittal;

“Interim Order” means an order of the Court providing for, among other things, the calling and holding of the Continental Meeting, as such order may be amended, supplemented or varied by the Court;

“In-Trust Certificate” has the meaning ascribed to such term in Section 3.1(b);

“ITA” means the Income Tax Act (Canada);

“Jinchuan” means Jinchuan Group Ltd., a corporation incorporated under the laws of PRC;

“Letter of Transmittal” means the form of letter of transmittal to be delivered by Continental to the Continental Common Shareholders and to the Continental Preferred Shares providing for the delivery of the Continental Common Shares and Continental Preferred Shares, respectively, to the Depositary;

“Liens” means any mortgage, hypothec, prior claim, lien, pledge, assignment for security, security interest, right of third parties or other charge or encumbrance whatsoever;

“Newco” means 0896097 B.C. Ltd., a corporation incorporated under the laws of British Columbia and a wholly owned subsidiary of Continental;

“Non-Resident Withholding” has the meaning ascribed to such term in paragraph 5.3(e);

“Notice of Dissent” means a notice of dissent duly and validly given by a Holder of Continental Common Shares exercising Dissent Rights as contemplated in the Interim Order and as described in Article 4;

“Option Exercise Financial Assistance” means, in respect of each Unexercised Continental Option held by the Assisted Optionholders, the financial assistance provided by Continental in connection with the exercise price payable upon exercise thereof;

“Option Exercise Lender” means the Person or Persons providing the Option Exercise Loan;

“Option Exercise Loan” means a secured loan to be made to Continental by the Option Exercise Lender in an amount equal to the aggregate exercise price of all of the Unexercised Continental Options held by Assisted Optionholders and made available by Continental for Option Exercise Financial Assistance;

“Optionholders” means holders of Unexercised Continental Options and “Optionholder” means any one of them;

“Optionholders Support and Assistance Agreement” means the agreement pursuant to which an Assisted Optionholder agrees to support the Arrangement and in consideration thereof Continental agrees to provide Option Exercise Financial Assistance;

“Other Exercising Optionholders” means Optionholders who give notice to Continental that they will exercise their Options with funds borrowed from one or more Other Option Exercise Lenders in substantively the same manner as Assisted Optionholders;

“Other Option Exercise Lender” means the Person or Persons identified in the Other Optionholders Support and Proceeds Direction Agreement and which is providing Other Option Exercise Loans to the Other Exercising Optionholders;

“Other Option Exercise Loans” means the option exercise loans made by the Other Option Exercise Lenders to the Other Exercising Optionholders;

“Other Optionholders Support and Proceeds Direction Agreement” means the agreement pursuant to which an Other Exercising Optionholder agrees to support the Arrangement and directs Continental to cause the exercise of his or her Options at the Effective Time with funds borrowed by such Other Exercising Optionholder;

“Parties” means Continental, Jinchuan, Newco and Subco, each of whom is deemed to be a party to this Plan of Arrangement;

“Plan of Arrangement”, “hereof”, “herein”, “hereunder” and similar expressions means this plan of arrangement, including any appendices hereto, and any amendments, variations or supplements hereto made from time to time in accordance with the terms hereof, the Arrangement Agreement or made at the direction of the Court in the Final Order; and

“PRC” means the People’s Republic of China, excluding for purposes of this Agreement, the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan;

any Option Exercise Loan and Other Option Exercise Loan proceeds provided by the Option Exercise Lender and Other Option Exercise Lender shall be delivered to the Depositary and shall be held by the Depositary in trust solely for the benefit of the Option Exercise Lender and Other Option Exercise Lender until immediately before the Effective Time.

all Unexercised Continental Options held by Assisted Optionholders and Other Exercising Optionholders in respect of which the Option Exercise Loan and Other Option Exercise Loans proceeds therefor have been delivered to the Depositary in certified funds at or prior to the Effective Time shall be deemed validly exercised for the amount of the Option Exercise Loan and Other Option Exercise Loans and Continental shall issue to the Depositary a single Common Share certificate registered in the name of the Depositary in trust for the Assisted Optionholders and Other Exercising Optionholders for the number of Continental Common Shares issuable upon exercise of such Unexercised Continental Options held by the Assisted Optionholders and Other Exercising Optionholders (the “In-Trust Certificate”). At the time of issuance of the treasury order, the Depositary shall be provided with a certified list (the “Certified List”) certified by an officer of Continental which lists the Assisted Optionholders and Other Exercising Optionholders, the number of Continental Common Shares to be acquired by each Assisted Optionholder and Other Exercising Optionholder and which directs the Depositary as to how the purchase proceeds for such Assisted Optionholder’s and Other Exercising Optionholder’s Continental Common Shares shall be disbursed by the Depositary after the Effective Time subsequent to the sale of such Continental Common Shares pursuant to Section 3.1(j), including for greater certainty, a direction as to the amounts to be paid to the Option Exercise Lender and Other Option Exercise Lender, to be withheld and paid to Continental for remittance pursuant to the ITA and similar applicable provincial and territorial legislation, and to be paid to the Assisted Optionholders and Other Exercising Optionholders. The Certified List shall have appended thereto a completed Optionholders Support and Assistance Agreement and Other Optionholders Support and Proceeds Direction Agreement for each Assisted Optionholder and other Exercising Optionholder respectively, and the Certified List shall be provided to Subco for approval, acting reasonably, prior to the Effective Date. Payment according to the Certified List shall be deemed for all purposes to be full satisfaction by Subco and the Depositary of any obligation in respect of the In-Trust Certificate and the Continental Common Shares represented thereby and acquired by Subco hereunder. At the Effective Time, upon such deemed exercise of the Unexercised Continental Options, the Option Exercise Loan and Other Option Exercise Loans proceeds delivered to the Depositary shall be deemed to held by the Depositary for Continental.

The Board of Directors of Continental may, in its sole discretion, declare the Continental Dividend on each of the issued and outstanding Continental Common Shares to Holders of record as of the close of business on the Dividend Record Date and also to the Holders consequent upon the exercise of Unexercised Continental Options using the funds of the Option Exercise Loan and Other Option Exercise Loans pursuant to paragraph 3.1(b), such dividend, if declared, to be paid, subject to paragraph 5.2(f) hereof, by the Depositary mailing a cheque to the Holders (or in the case of Continental Common Shares held by CDS, by payment by the Depositary to CDS) within five Business Days of the Dividend Record Date, from the aggregate Option Exercise Loan and Other Option Exercise Loans proceeds delivered to the Depositary pursuant to paragraph 3.1(b), which, if insufficient to pay the Continental Dividend, shall be augmented by delivery from Continental to the Depositary at or prior to the Effective Time of such additional certified funds as are necessary to pay the Continental Dividend in whole (or, if the Option Exercise Loan and Other Option Exercise Loans proceeds from pursuant to paragraph 3.1(b) hereof exceed the amount required to pay the Continental Dividend, then the excess amount shall be held by the Depositary until after the Effective Time whereupon it will deliver such excess to Continental or as Continental may otherwise direct at such time).

the 12,483,916 Gibraltar Preferred Shares held by Continental shall be transferred to Taseko in exchange for the transfer to Continental of the Taseko Exchange Shares pursuant to the Taseko Agreement, so that (i) Taseko shall become the registered and beneficial owner, free and clear of any Liens, of the Gibraltar Preferred Shares so transferred and (ii) Continental shall become the registered and beneficial owner, free and clear of any Liens, of the Taseko Exchange Shares;

the Taseko Exchange Shares transferred to Continental pursuant to subparagraph 3.1(d) shall be transferred to Newco in exchange for the issue to Continental of 1,000 common shares in the capital of Newco (the “Newco Shares”), so that (i) Newco shall become the registered and beneficial owner, free and clear of any Liens, of the Taseko Exchange Shares and (ii) Continental shall become the registered and beneficial owner, free and clear of any Liens, of the Newco Shares;

all issued and outstanding Continental Preferred Shares shall be transferred to Newco in exchange for the transfer to the Holders of the Continental Preferred Shares, subject to Section 5.3 hereof, of 0.5028 Taseko Exchange Shares for each Continental Preferred Share so transferred and provided that for each Holder (each account shall be deemed one Holder unless the Depositary otherwise concludes in its discretion), only one fractional Taseko Exchange Share shall be rounded (all fractional shares of 0.5 or less to be rounded downwards to the nearest whole share), so that (i) Newco shall become the registered and beneficial owner, free and clear of any Liens, of the Continental Preferred Shares so transferred and (ii) the former Holders of the Continental Preferred Shares shall become the registered and beneficial owners, free and clear of any Liens, of the Taseko Exchange Shares. By way of illustration, subject to Section 5.3 hereof, a Holder of 9,500 Preferred Shares will receive 4,777 Taseko Exchange Shares;

with respect to each Continental Preferred Share transferred to Newco pursuant to paragraph 3.1(f) hereof, the former Holder of each such Continental Preferred Share shall cease to be the Holder thereof and

such Holder’s name shall be removed from the register of Continental Preferred Shares with respect to such Continental Preferred Shares as of the time of the transfer described in paragraph 3.1(f) and

Newco’s name shall be entered in the register of Continental Preferred Shares with respect to such Continental Preferred Shares as of the time of the transfer described in paragraph 3.1(f);

each of the outstanding Continental Common Shares held by Dissenting Shareholders who duly exercise the Dissent Rights shall be irrevocably transferred to Subco (free and clear of any Liens) and such Dissenting Shareholders shall cease to have any rights as Holders of Continental Common Shares other than the right to be paid the fair value of their Continental Common Shares in accordance with Article 4;

at the same time as the step contemplated by paragraph 3.1(h), with respect to each Continental Common Share so transferred to Subco:

the Dissenting Shareholder who was the registered holder of such Continental Common Share immediately prior to the Effective Time shall cease to be the Holder of such Continental Common Share and such Dissenting Shareholder’s name shall be removed from the register of Continental Common Shares with respect to such Continental Common Share; and

legal and beneficial title to such Continental Common Share shall vest in Subco and Subco shall be the legal and beneficial owner (free and clear of any Liens) of such Continental Common Share and shall be entered in the register of Continental Common Shares as the sole holder thereof;

each issued and outstanding Continental Common Share (including, for the avoidance of doubt, Continental Common Shares issued pursuant to paragraph 3.1(b) but excluding any Continental Common Shares held by Dissenting Shareholders which are transferred to Subco pursuant to paragraph 3.1(h) and excluding any Continental Common Shares held by Subco or any Affiliate of Subco immediately prior to the Effective Time) shall be transferred to Subco (free and clear of any Liens) in exchange, subject to Section 5.2 hereof, for $2.60 per Continental Common Share:

at the same time as the step contemplated by paragraph 3.1(j), with respect to each Continental Common Share so transferred to Subco:

the Holder of each such Continental Common Share shall cease to be the Holder of such Continental Common Share and such Holder’s name shall be removed from the register of Continental Common Shares with respect to such Continental Common Shares; and

legal and beneficial title to such Continental Common Share shall vest in Subco and Subco shall be the legal and beneficial owner (free and clear of any Liens) of such Continental Common Share and shall be entered in the register of Continental Common Shares as the Holder thereof; and

 all Continental Options which remain unexercised following completion of the transactions contemplated by paragraph 3.1(b), if any, shall be surrendered and cancelled in exchange for, in respect of each Continental Option so surrendered and cancelled, the greater of (i) $0.01 or (ii) the amount, if any, by which $2.60 exceeds the Continental Option Price in respect of such Continental Option, subject to Section 5.4 hereof.

At or prior to the Effective Time, Subco shall deposit with the Depositary, for the benefit of the Holders of Continental Common Shares (including, for the avoidance of doubt, Continental Common Shares issued pursuant to paragraph 3.1(b) but excluding any Continental Common Shares held by Dissenting Shareholders which are transferred to Subco pursuant to paragraph 3.1(h) and excluding any Continental Common Shares held by Subco or any Affiliate of Subco immediately prior to the Effective Time), certified funds in an amount equal to the aggregate consideration to be received by Holders of Continental Common Shares pursuant to paragraph 3.1(j).

At the Effective Time, the first Continental Common Shares to be paid for shall be deemed to be those of the Assisted Optionholders and Other Exercising Optionholders and the proceeds of those Continental Common Shares shall be promptly and unconditionally paid by the Depositary on the Effective Date from the funds referred to in paragraph 5.2(a) firstly to the Option Exercise Lender and Other Option Exercise Lender, secondly the withholding amount due thereon shall be paid to Continental and thirdly the balance paid to the Assisted Optionholders and Other Exercising Optionholders, all in accordance with and as set forth on the Certified List.

Thereafter and as soon as practicable following the later of the Effective Time and the date of deposit with the Depositary of a duly completed Letter of Transmittal and the certificates representing Continental Common Shares or other documentation as provided in the Letter of Transmittal, Subco shall cause the Depositary, except with respect to Assisted Optionholders and Other Exercising Optionholders, to:

forward or cause to be forwarded by first class mail (postage prepaid) to the Holder of such Continental Common Shares at the address specified in the applicable Letter of Transmittal; or

if requested by the Holder of such Continental Common Shares in the applicable Letter of Transmittal, make available at the offices of Depositary for pick-up by the Holder; or

if the applicable Letter of Transmittal neither specifies an address nor contains a request as described in (ii), forward or cause to be forwarded by first class mail (postage prepaid) to the Holder of such Continental Common Shares at the address of such Holder as shown on the share register maintained by Continental as at the Effective Time,

No Holder of Continental Common Shares shall be entitled to receive any consideration with respect to Continental Common Shares other than the cash payment which they are entitled to receive in accordance with Article 3 hereof and, for greater certainty, no Holder of Continental Common Shares will be entitled to receive any interest, dividends, premium or other payment in connection therewith other than the Continental Dividend.

Until such time as a former Holder of Continental Common Shares complies with the provisions of paragraph 5.2(c), the cash payment to which such Holder is entitled shall, following the Effective Time and until the date specified in paragraph 5.2(g), be held in trust by the Depositary for such Holder for delivery to the Holder, without interest and net of all applicable withholding and other taxes, if any, upon delivery of the Letter of Transmittal and the certificates representing the Continental Common Shares in accordance with paragraph 5.2(c).

Continental, Subco and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable to any former Continental Optionholder pursuant to paragraph 3.1(l) hereof or any Holder of Continental Common Shares pursuant to paragraph 3.1(b) hereof such amounts as Continental, Subco or the Depositary are required to deduct and withhold with respect to such payment (or in the case of a Continental Optionholder, with respect to the exercise of such Continental Option) under the ITA, or any applicable provision of federal, provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Continental Optionholder or the Holder of the Continental Common Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. The Depository shall not be required to forward dividend payments to any Holders which are entitled to a dividend amount of $50 or less where such Holders represent an account which is maintained by the Depository as a “suppressed” account, meaning one for which mail has been returned more than once. Any such Holders shall be entitled to receive their dividend payment upon reasonable proof of entitlement being provided to the Depository subject to the following paragraph.

Any certificate which immediately prior to the Effective Time represented outstanding Continental Common Shares that were exchanged pursuant to paragraph 3.1(j) (or an affidavit of loss and bond or other indemnity pursuant to Section 5.5) not duly surrendered on or prior to the sixth anniversary of the Effective Date shall cease to represent a claim or interest of any kind or nature against Subco or Continental by the former Holder of such Continental Common Shares. On such date, all cash to which the former Holder of such Continental Common Shares was otherwise entitled, including any dividend amount, shall be deemed to have been surrendered for no consideration to Subco and shall be returned to Subco (or a successor to Subco) in accordance with Jinchuan’s instructions.

At or prior to the Effective Time, Newco shall deposit with the Depositary, for the benefit of the Holders of the Continental Preferred Shares, such number of Taseko Exchange Shares as is sufficient for the exchange of each Continental Preferred Share issued and outstanding immediately prior to the Effective Time for 0.5028 Taseko Exchange Shares in accordance with paragraph 3.1(f).

As soon as practicable following the later of the Effective Time and the date of deposit with the Depositary of a duly completed Letter of Transmittal and the certificates representing Continental Preferred Shares or other documentation as provided in the Letter of Transmittal, Newco shall cause the Depositary to:

forward or cause to be forwarded by first class mail (postage prepaid) to the Holder of such Continental Preferred Shares at the address specified in the applicable Letter of Transmittal; or

if requested by the Holder of such Continental Preferred Shares in the applicable Letter of Transmittal, make available at the offices of the Depositary for pick up by the Holder; or

if the applicable Letter of Transmittal neither specifies an address nor contains a request as described in (ii), forward or cause to be forwarded by first class mail (postage prepaid) to the Holder of such Continental Preferred Shares at the address of such Holder as shown on the share register maintained by Continental as at the Effective Time,

No Holder of Continental Preferred Shares shall be entitled to receive any consideration with respect to Continental Preferred Shares other than the Taseko Exchange Shares to which such Holder is entitled in accordance with Article 3 hereof and, for greater certainty, no Holder of Continental Preferred Shares will be entitled to receive any interest, dividends, premium or other payments in connection therewith.

Until such time as a former Holder of Continental Preferred Shares complies with the provisions of paragraph 5.3(b), the Taseko Exchange Shares to which such Holder is entitled shall, following the Effective Time and until the date specified in paragraph 5.3(f) will be held by the Depositary in trust for such Holder for delivery to the Holder, without interest and net of all applicable withholding and other taxes, if any, upon delivery of the Letter of Transmittal and the certificates representing the Continental Preferred Shares in accordance with paragraph 5.3(b).

Continental, Subco, Newco and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable to any Holder of Continental Preferred Shares pursuant to paragraph 3.1(f) such amounts as Continental, Subco, Newco or the Depositary are required to deduct and withhold with respect to such payment under the ITA, or any applicable provision of federal, provincial, state, local or foreign tax law, in each case, as such law or laws are amended and interpreted in good faith by Continental, Subco, or Newco. To the extent that any amounts are so withheld, such withheld amount shall be treated for all purposes hereof as having been paid to the Holder of the Continental Preferred Shares in respect of which such deduction or withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. In particular, the following provisions shall be applicable to any transfer of Taseko Exchange Shares to Holders of Continental Preferred Shares pursuant to paragraph 3.1(f):

each Holder of Continental Preferred Shares that is a resident of Canada within the meaning of the ITA shall be required to deliver to Newco a Canadian residency declaration (the “Residency Declaration”) to that effect. The Residency Declaration will be included in the Letter of Transmittal;

in the event a Holder of Continental Preferred Shares does not deliver such a Residency Declaration to Newco and such Continental Preferred Shareholder does not deliver to Newco a certificate under Section 116 of the ITA (a “Section 116 Certificate”) or other evidence satisfactory to Subco in its reasonable discretion such as, but not limited to, a letter from Canada Revenue Agency, allowing for the exchange of the Continental Preferred Shares for Taseko Exchange Shares free of any obligation on the part of Newco to withhold and remit any withholding taxes, the following shall apply:

Newco and the Depositary shall be entitled to (1) retain the Taseko Exchange Shares otherwise to be delivered to any such Holder of Continental Preferred Shares and (2) after 14 calendar days from the Effective Date, sell such number of retained Taseko Shares, for and on behalf of the such Holder of Continental Preferred Shares, as soon as practicable after the Effective Date, so as to realize net proceeds (gross proceeds from the sale of such Taseko Exchange Shares less reasonable expenses incurred in connection therewith) equal to the amount that Newco reasonably believes it is required to deduct and withhold (the “Non-Resident Withholding”) with respect to such payment under the ITA or any applicable provision of federal, provincial, state, local or foreign tax law, in each case, as amended;

Newco and/or the Depositary shall not be obligated to seek or obtain a minimum price for any sale of Taseko Exchange Shares. Such Taseko Exchange Shares shall be sold over the facilities of the Toronto Stock Exchange. None of Continental, Newco, Subco or the Depositary shall be liable for any loss arising out of any such sales or any loss arising from a delay in transferring Taseko Exchange Shares to such Holder of Continental Preferred Shares;

Newco shall cause the Depositary to forward to such former Holder of Continental Preferred Shares any Taseko Exchange Shares that are not required to be sold by Newco in order to fund the Non-Resident Withholding;

On receipt of a Section 116 Certificate allowing for the exchange of the Continental Preferred Shares for Taseko Exchange Shares free of any obligation on the part of Newco to withhold and remit any withholding taxes on or before the date specified in paragraph (E) below, Newco shall cause the Depositary to remit the Non-Resident Withholding to the Continental Preferred Shareholder entitled thereto by cheque and, if any Taseko Exchange Shares of such Holder remain to be sold, to deliver certificates representing such Taseko Exchange Shares to such Holder;

If a Residency Declaration, a Section 116 Certificate or other evidence satisfactory to Subco in its reasonable discretion, allowing for the exchange of the Continental Preferred Shares for Taseko Exchange Shares free of any obligation on the part of Newco to withhold and remit any withholding taxes has not been received by the 28^th day following the last day of the month in which the Effective Date occurs or by such later date as agreed to with the Canadian Revenue Agency, Newco shall or shall cause the Depositary to remit the Non-Resident Withholding to the Receiver General of Canada; and

Such Holder of Continental Preferred Shares shall be deemed to be the registered holder for all purposes as of the Effective Time of such number of Taseko Exchange Shares as such Holder is entitled to receive under Article 3 hereof. However, to the extent Taseko Exchange Shares have been retained and sold by Newco or the Depositary on behalf of such Holder of Continental Preferred Shareholders in accordance with this paragraph 5.3(e), such Holder shall be deemed to be the registered holder of such Continental Preferred Shares only until such Taseko Exchange Shares are sold by Newco or the Depositary on behalf of such Holder pursuant to this paragraph 5.3(e). In addition, such Holder will have no right to sell any Taseko Exchange Shares withheld by Newco or the Depositary unless and until such Taseko Exchange Shares are transferred to such Holder after Newco determines that it is not necessary for Newco or the Depositary to sell those Taseko Exchange Shares to satisfy the Non-Resident Withholding. All dividends paid or other distributions made on or after the Effective Time on or in respect of any Taseko Exchange Shares which such Holder is entitled to receive pursuant to this Plan of Arrangement, but for which a certificate has not yet been delivered to such Holder in accordance with this Section, shall be paid or made to such Holder when such certificate is delivered to such Holder in accordance with Section 5.3(b).

Any certificate which immediately prior to the Effective Time represented outstanding Continental Preferred Shares that were exchanged pursuant to paragraph 3.1(f) (or an affidavit of loss and bond or other indemnity pursuant to Section 5.5) not duly surrendered on or prior to the sixth anniversary of the Effective Date shall cease to represent a claim or interest of any kind or nature against Newco or Continental by the former Holder of such Continental Preferred Shares. On such date, all Taseko Exchange Shares to which the former Holder of such Continental Preferred Shares was entitled shall be deemed to have been surrendered for no consideration to Newco (or a successor to Newco) in accordance with Jinchuan’s instructions.

At or prior to the Effective Time, Subco shall deposit with the Depositary, for the benefit of Continental Optionholders whose Continental Options have not been exercised pursuant to paragraph 3.1(b), certified funds in an amount equal to the aggregate consideration to be received by Continental Optionholders pursuant to paragraph 3.1(l). Notwithstanding any other provision of this Plan of Arrangement, neither a certificate nor a Letter of Transmittal need be surrendered by a Continental Optionholder in order for such Holder to receive the cash which such Continental Optionholder is entitled to receive pursuant to paragraph 3.1(l) provided such Continental Optionholder delivers to the Depositary a completed Option Surrender Acknowledgement in the form to be prepared by Subco and sent by Continental to each Continental Optionholder together with the Optionholders Support and Assistance Agreement and/or Other Optionholders Support and Proceeds Direction Agreement.

Continental, Subco and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable to any holder of Continental Options pursuant to paragraph 3.1(l) such amounts as Continental, Subco or the Depositary are required to deduct and withhold with respect to such payment under the ITA, or any applicable provision of federal, provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the Continental Options in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

If any certificate which immediately prior to the Effective Time represented one or more outstanding Continental Preferred Shares that were acquired by Newco pursuant to paragraph 3.1(f) or Continental Common Shares that were acquired by Continental in accordance with paragraph 3.1(j) has been lost, stolen or destroyed prior to surrender to the Depositary, upon the making of an affidavit of that fact by the former Holder of Continental Preferred Shares or Continental Common Shares, as the case may be, claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver, in exchange for such lost, stolen or destroyed certificate, the certificate representing the Continental Preferred Shares or Continental Common Shares, as the case may be, to which such holder is entitled to receive pursuant to paragraph 3.1(f) or 3.1(j) respectively. When authorizing such delivery in exchange for such lost, stolen or destroyed certificate, the former Holder of Continental Preferred Shares or Continental Common Shares, as the case may be, to whom such certificate is to be delivered shall, as a condition precedent to the delivery of such certificate, indemnify Continental, Newco, Jinchuan, Subco and the Depositary, in a manner satisfactory to Jinchuan and the Depositary, against any claim that may be made against Continental, Newco, Jinchuan, Subco or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Continental, Subco and Jinchuan reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time, provided that (i) any amendment, modification or supplement must be contained in a written document which is filed with the Court and, if made following the Continental Meeting, approved by the Court and communicated to Holders in the manner required by the Court (if so required), and (ii) upon delivery of the Option Exercise Loan proceeds to the Depositary, this Plan of Arrangement may not be amended, modified or supplemented without the prior written consent of the Option Exercise Lender.

Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Continental, Subco or Jinchuan at any time prior to or at the Continental Meeting with or without any other prior notice or communication and, if so proposed and accepted by the Continental Securityholders voting at the Continental Meeting, shall become part of this Plan of Arrangement for all purposes.

Any amendment, modification or supplement to this Plan of Arrangement which is approved or directed by the Court following the Continental Meeting shall be effective only if it is consented to by Continental, Subco and Jinchuan (acting reasonably).

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Notwithstanding the foregoing provisions of this Section 6.1, no amendment, modification or supplement to this Plan of Arrangement may be made prior to the Effective Time except in accordance with the terms of the Arrangement Agreement.