SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 2006
GREAT CHINA MINING, INC.
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(Exact name of registrant as specified in its charter)
CHINA NETTV HOLDINGS, INC.
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(Former Name)
Nevada 000-26217 98-0203170
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
World Trade Centre, Suite 536, 999 Canada Place, Vancouver, B.C. Canada V6C 3E2
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: (604) 641-1366
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions.
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act
(17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
None
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 Unregistered Sales of Equity Securities
None
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Account
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
None
Section 5 - Corporate Governance and Mangement
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
None
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi-
sion of the Code of Ethics.
None
Section 6 - [Reserved]
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
None
Section 8 - Other Events
Item 8.01 Other Events
On April 13, 2006, the directors of Continental Minerals Corporation and of
Great China Mining Inc. jointly announce that Continental has entered into
agreements with holders of 212 million Great China Mining shares, representing
approximately 67% of Great China Mining, who have agreed to support a merger
whereby Great China Mining shares will be exchanged for Continental shares on a
ratio of 8.7843 Great China Mining shares for each Continental share. Completion
of the merger is subject to a number of conditions, including execution of
definitive merger documentation, as well as shareholders' and regulatory
approvals. If all conditions are met, the transaction is expected to complete in
the second quarter. Continental will issue 36 million shares (approximately 40%
of its post-merger issued shares) for 100% of Great China Mining. The
shareholders letters also provide that if for any reason the corporate merger
can not complete, the Great China Mining shareholders will exchange their shares
on the agreed ratio in a series of private transactions thus assuring
Continental of majority control of Great China Mining, subject only to TSX
Venture Exchange acceptance.
The companies have been exploring and developing the Xietongmen Copper-Gold
Property ("the Xietongmen Property"), located 240 kilometres from the city of
Lhasa in Tibet, People's Republic of China, since late 2004. Continental is the
operator of the project.
Through a combination of cash purchase of shares and expenditures on the
Xietongmen Property, Continental now indirectly owns 50% of the property and has
almost completed earning an additional 10% (for a combined 60%) interest. This
additional earn-in would have been completed in the second quarter of 2006.
Continental will also be acquiring interests in the three other properties,
totaling 109 square kilometres, which surround the Xietongmen Property ("the
Area of Interest Properties") by issuing 1.5 million shares to a related party
of Great China Mining. The transaction will result in a property holdings
increase from 12 to 121 square kilometers.
In commenting on the merger, Continental President and CEO Gerald Panneton said:
"Continental and Great China Mining have been working successfully together
to move the Xietongmen project forward, and following the excellent results
of the 2005 program, the project has entered a new phase with feasibility,
environmental and socio-economic studies underway. We believe that the
unification of the ownership into Continental will simplify the current
structure and streamline the advancement of the project."
Great China Mining President and CEO Anthony Garson said:
"Great China Mining has formed a strong joint venture working relationship
with the experienced and professional Continental group. We are looking
forward to this being further enhanced under the corporate unification. The
project, the Company and shareholders will be best rewarded under this
structure, leading to the successful advancement of the Xietongmen project.
Assuming the 100% merger is completed, Continental will have approximately 85
million shares outstanding (95 million fully diluted). Three nominees of Great
China Mining will be appointed to Continental's board bringing the total number
of Continental directors to ten. The Great China Mining shareholders lock-up
letters provide that the principal participating Great China Mining shareholders
will, for a three year period from closing, both vote their shares to support
Continental's board initiatives and will also enter into orderly market resale
arrangements through an independent trustee.
The Xietongmen Property hosts a porphyry copper-gold deposit with significant
mineral resources that were outlined by drilling in 2005. The deposit is also
open to expansion. The comprehensive program in 2006 will encompass extensive
drilling to fully assess the resource potential of the property, as well as
engineering, environmental and socio-economic studies, and community and
stakeholder engagement activities. The objective is to collect the data
necessary for a feasibility study and environmental and social impact
assessments. The studies are targeted for completion in 2007.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION
In connection with the proposed transaction, Continental and Great China Mining
intend to file relevant materials with the Securities and Exchange Commission,
including the filing by Continental with the Securities and Exchange Commission
of a Registration Statement on Form F-4 (the "Registration Statement"), which
will include Great China Mining's Proxy Statement/Prospectus and related
materials, to register the common shares to be issued in exchange for Great
China Mining common shares. Great China Mining plans to file with the Securities
and Exchange Commission and mail to its stockholders a Proxy
Statement/Prospectus relating to the proposed transaction. The Registration
Statement and the Proxy Statement/Prospectus will contain important information
about Continental, Great China Mining, the transaction and related matters.
Investors and security holders are urged to read the Registration Statement and
the Proxy Statement/Prospectus carefully when they are available. Investors and
security holders will be able to obtain free copies of the Registration
Statement and the Proxy Statement/Prospectus and other documents filed with the
Securities and Exchange Commission by Continental and Great China Mining on
EDGAR through the web site maintained by the Securities and Exchange Commission
at www.sec.gov. In addition, investors and security holders will be able to
obtain free copies of the Registration Statement and the Proxy
Statement/Prospectus when they become available from each Company on request.
Continental, Great China Mining and their respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from Great China Mining stockholders
in respect of the proposed transaction. Information regarding Continental's
directors and executive officers is available in Continental's annual report on
Form 20-F for the year ended December 31, 2004, and information regarding Great
China Mining's directors and executive officers is available in Great China
Mining's annual report on Form 10-KSB for the year ended December 31, 2005.
Additional information regarding the interests of such potential participants
will be included in the registration and proxy statement and the other relevant
documents filed with the SEC when they become available.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
A. Financial Statements - None
B. Exhibits - 99 Press Release
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 13, 2006 Great China Mining, Inc.
By: /s/ Amin Amlani
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Amin Amlani, Secretary