Filed by Continental Minerals Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to
Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Great China Mining Inc.
Commission File Number: 000-26217
The following press release filed by Continental Minerals Corporation (“Continental”) with the Securities and Exchange Commission (the “Commission”) under cover of Form 6-K was filed with the Commission pursuant to Rule 425 in connection with the proposed merger transaction between Continental and Great China Mining Inc. (“Great China”):
Description of Document | Date of Filing of Form 6-K with the SEC |
Press Release dated September 20, 2006 | September 20, 2006 |
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed transaction, Continental and Great China have filed relevant materials with the Securities and Exchange Commission (the "SEC"), including the filing by Continental with the SEC of a Registration Statement on Form F-4 (the "Registration Statement"), which includes a preliminary prospectus and related materials to register the common shares of Continental to be issued in exchange for Great China common shares. The Registration Statement incorporates a proxy statement/ prospectus (the “Proxy Statement/Prospectus”) that Great China plans to mail to its stockholders in connection with obtaining approval to the proposed merger. The Registration Statement and the Proxy Statement/Prospectus contains important information about Great China, Continental, the transaction and related matters. Investors and security holders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully. Investors and security holders can obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other documents filed with the SEC by Great China and Continental through the web site maintained by the SEC at www.sec.gov.
Great China and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the stockholders of Great China in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein are included in the Proxy Statement/Prospectus described above. Additional information regarding these directors and executive officers is also included in Great China's annual report on Form 10-KSB, which was filed with the SEC on March 31, 2006. This document is available free of charge at the SEC's web site at www.sec.gov.
Continental and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Great China in connection with the transaction described herein. Information regarding the special interests of these directors and executive officers in the transaction described herein are included in the Proxy Statement/Prospectus described above. Additional information regarding these directors and executive officers is also included in Continental's Form 20-F filed with the SEC on June 30, 2006. This document is available free of charge at the SEC's web site at www.sec.gov.
Continental Minerals Corporation | Great China Mining Inc. |
1020 - 800 West Pender Street | (formerly China NetTV Holdings Inc.) |
Vancouver, BC | World Trade Centre |
Canada V6C 2V6 | Suite 536-999 Canada Place |
Tel 604 684·6365 | Vancouver, BC V6C 3E2 |
Fax 604 684·8092 | Tel 604 641·1366 |
Toll Free 1 800 667·2114 | Fax 604 641·1377 |
www.continentalminerals.com | www.greatchinamining.com |
| |
DRILLING CONTINUES TO EXPAND & CONFIRM CONTINUITY OF XIETONGMEN DEPOSIT
209 Meters Grading 1.02% CuEQ in Hole 6155
September 20, 2006, Vancouver, BC– Continental Minerals Corporation (TSX.V-KMK; OTC.BB-KMKCF) (“Continental”) and Great China Mining Inc. (OTC.BB-GCHA) (“Great China Mining”) announce the results from additional core holes (6155 to 6180) drilled in 2006 at the Xietongmen copper-gold deposit, located 240 kilometers west of Lhasa in Tibet, People’s Republic of China.
These results are from drilling on all sides of the deposit. The western limits of the deposit have largely been defined, however, long intervals with excellent grades of copper and gold continue to be intersected along the east and northeastern side of the deposit, continuity continues to be shown by internal holes in the south central part of the deposit, and the deposit is still open to the north.
Of the 24 holes in this series, eight are holes drilled for engineering purposes, five of which were drilled outside the Xietongmen deposit, and one has assays pending.
In the northeast, drill hole 6155 on section 3249150N intersected209.0 meters grading 1.02%copper equivalent (CuEQ), including twohigher-grade sections -120.6 meters averaging 1.35% CuEQ and 61.6 meters grading 1.61% CuEQ.Hole 6155 is an infill hole located 100 meters west of hole 6129 that intersected a wide interval with excellent grade:196.8 meters averaging 0.99% CuEQ,and 200 meters west of hole 6146, the easternmost hole on the section, thatintersected225.4 meters grading 1.02% CuEQ(both holes 6129 and 6146 were previously released).New hole 6160, located 100 meters to the north of hole 6155, intersected 99.0 meters of 0.95% CuEQ.Hole 6171, located 50 meters to the east of hole 6160,intersected 170.8 meters grading 0.67% CuEQ, including a64.6 -meter interval grading 0.88% CuEQ. These two holes extended the deposit 100 meters to the north and east.
In the south, infill hole 6175 intersected150.0 meters grading 0.99% CuEQ and a second interval 33.1 meters in length that grades 1.60% CuEQ.Hole 6180, located 100 meters to the south, intersected64.6 meters grading 1.00% CuEQ.
In the west, the five holes (6158, 6164, 6168, 6170, and 6177) drilled intersected weaker mineralization. The best results were from hole 6177, which intersected121.0 meters averaging 0.59% CuEQ, including a 74.2 -meter interval grading 0.71% CuEQ.
A Table of Assay Results is attached. A Property Location Map, a Drill Hole Plan and Cross Sections are posted on the websites:www.continentalminerals.com&www.greatchinamining.com.
The definition drilling program at the Xietongmen deposit is now complete, although some assays are still pending. A new estimate of the mineral resource is currently underway and will be finalized once all assays have been received. The new estimate, and other information derived from the feasibility work currently being done, will be utilized for a preliminary economic assessment of the project, expected in the fourth quarter of 2006. Drilling at site is now focused on exploration of the Langtongmen copper-gold zone, located about 1 km to the northwest of the Xietongmen deposit.
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Activities to finalize the merger between Continental and Great China Mining, and unify 100% ownership in the Xietongmen property in Continental (see joint news release of June 12, 2006), are proceeding as planned. Completion of the merger is subject to a number of conditions including Great China Mining shareholder and regulatory approvals, and is likely to be completed in or about late October 2006.
Mark Rebagliati, P.Eng., a Qualified Person as defined under National Instrument 43-101, is supervising the drilling program and quality assurance and quality control ("QAQC") programs on behalf of Continental. The program includes rigorous QAQC procedures. Acme Analytical Laboratories of Vancouver, BC, an ISO 9001:2000 accredited laboratory, performs the sample preparation and assaying for the project. Gold analysis is by 30 g Fire Assay fusion with an Inductively Coupled Plasma-Emission Spectroscopy (ICP-ES) finish. Copper assays are done by four acid digestion with an ICP-ES/ICP-Mass Spectroscopy finish. Continental includes standards, blanks and duplicates in addition to the laboratory's internal quality control work.
Gerald Panneton
President and CEO
Continental Minerals Corporation
For further information: | |
Continental Minerals Corporation | Great China Mining Inc. |
Tel 604 684·6365 | Tel 604 641·1366 |
Toll Free 1 800 667·2114 | www.greatchinamining.com |
www.continentalminerals.com | |
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release.
This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts that address the proposed merger, acquisition of additional property, exploration drilling, exploitation activities and events or developments that the companies expect are forward-looking statements. Although the companies believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Accordingly, readers should not place undue reliance on forward looking statements or information.
For more information on Continental Minerals Corporation, including information on risk factors and uncertainties relating to forward looking information, Investors should review the Company's annual Form 20-F filing with the United States Securities and Exchange Commission atwww.sec.gov and its home jurisdiction filings that are available atwww.sedar.com.
For more information on Great China Mining Inc., Investors should review the Great China Mining's annual Form 10K filing with the United States Securities and Exchange Commission atwww.sec.gov.
XIETONGMEN PROJECT NEW ASSAY RESULTS
SEPTEMBER 20, 2006
Drill Hole | | Section | From (metres) | To (metres) | Intercept (metres) | Intercept (feet) | Cu % | Au g/t | CuEQ1 % | AuEQ1 g/t |
6155 | | 3249150N | 163.0 | 372.0 | 209.0 | 686 | 0.57 | 0.86 | 1.02 | 1.95 |
6155 | incl. | 3249150N | 238.0 | 358.6 | 120.6 | 396 | 0.76 | 1.13 | 1.35 | 2.57 |
6155 | and | 3249150N | 297.0 | 358.6 | 61.6 | 202 | 0.87 | 1.41 | 1.61 | 3.06 |
6158 | | 3249150N | No significant intersections | | | | | |
6159WT | | 3249450N | Geotechnical hole | | | | | |
6160 | | 3249250N | 154.4 | 327.4 | 173.0 | 568 | 0.47 | 0.52 | 0.74 | 1.41 |
6160 | incl. | 3249250N | 215.0 | 314.0 | 99.0 | 325 | 0.60 | 0.65 | 0.95 | 1.80 |
6161GT | | | Geotechnical hole | | | | | |
6162WT | | | Geotechnical hole | | | | | |
6163GT | | 3249000N | 151.8 | 171.6 | 19.8 | 65 | 0.21 | 0.21 | 0.32 | 0.61 |
6163GT | | 3249000N | 189.9 | 254.8 | 64.9 | 213 | 0.24 | 0.43 | 0.47 | 0.89 |
6164 | | 3249150N | 0.0 | 183.0 | 183.0 | 600 | 0.29 | 0.38 | 0.49 | 0.94 |
6165WT | | | Geotechnical hole | | | | | |
6166 | | 3249350N | 200.6 | 371.4 | 170.8 | 560 | 0.40 | 0.45 | 0.64 | 1.21 |
6167 | | 3248850N | 60.7 | 122.4 | 61.7 | 202 | 0.30 | 0.32 | 0.47 | 0.89 |
6167 | | 3248850N | 132.4 | 146.8 | 14.4 | 47 | 0.22 | 0.23 | 0.33 | 0.64 |
6168 | | 3249050N | No significant intersections | | | | | |
6169WT | | 3249000N | Geotechnical hole | | | | | |
6170 | | 3249000N | 104.6 | 124.6 | 20.0 | 66 | 0.16 | 0.27 | 0.30 | 0.57 |
6171 | | 3249250N | 159.7 | 330.5 | 170.8 | 560 | 0.43 | 0.47 | 0.67 | 1.28 |
6171 | incl. | 3249250N | 265.9 | 330.5 | 64.6 | 212 | 0.54 | 0.64 | 0.88 | 1.68 |
6172WT | | | Geotechnical hole | | | | | |
6173 | | 3249300N | 164.3 | 199.8 | 35.5 | 116 | 0.20 | 0.23 | 0.32 | 0.60 |
6174GT | | | Geotechnical hole | | | | | |
6175 | | 3248900N | 22.8 | 172.8 | 150.0 | 492 | 0.55 | 0.84 | 0.99 | 1.89 |
6175 | and | 3248900N | 71.7 | 104.8 | 33.1 | 109 | 0.81 | 1.49 | 1.60 | 3.04 |
6176 | | 3249450N | 299.8 | 337.7 | 37.9 | 124 | 0.20 | 0.25 | 0.33 | 0.63 |
6177 | | 3249100N | 15.2 | 136.2 | 121.0 | 397 | 0.34 | 0.49 | 0.59 | 1.13 |
6177 | incl. | 3249100N | 62.0 | 136.2 | 74.2 | 243 | 0.43 | 0.53 | 0.71 | 1.35 |
6178 | | 3249050N | 202.7 | 271.9 | 69.2 | 227 | 0.31 | 0.44 | 0.54 | 1.04 |
6179 | | | Results pending | | | | | |
6180 | | 3248800N | 33.2 | 97.8 | 64.6 | 212 | 0.71 | 0.57 | 1.00 | 1.91 |
1Copper and gold equivalent calculations use metal prices of US$1.25/lb for copper and US$450/oz for gold. Adjustment factors to account for differences in relative metallurgical recoveries for gold and copper will depend upon the completion of definitive metallurgical testing.
CuEQ = Cu % + (Au g/t x 14.47/27.56)
AuEQ = (Cu % x 27.56/14.47) + Au g/t