Protocol
This Protocol is signed November 26, 2004 by and among:
| (1) | Xxxxx Xxxx Xxx, a citizen of China (Hong Kong) with an address at Flat 1362, Tai On Building, 00-00 Xxxxxxxxx Xxxx, Xxxx Xxxx; |
| (2) | Xxxxx Xxx Ming, a citizen of China (Hong Kong) with an address at Xxxx X0, 0/X, Xxxxx Xxxxx, Xxx Wo Ferry Pier Road, Lantau, Hong Kong; |
| (3) | Xxxx Xxxxx, a citizen of China with an address at Xxxx 0000, Xxxxx 0, Xx. 00 Xx Xxx Men Jiao Dai Dong Road, Beijing City, People’s Republic of China; |
| (4) | Highland Mining Inc., a British Virgin Islands company with offices at TrustNet Xxxxxxxx, Road Town, Tortola, British Virgin Islands; |
| (5) | Tibet Tianyuan Minerals Exploration Ltd., a wholly foreign-owned enterprise incorporated and existing under the laws of the People’s Republic of China with a registered address at 00X, Xxxxxxx Economic and Trade Tower, 00 Xxx Xxx Xxxx Xxxx, Xxxxx, Xxxxx, People’s Republic of China; |
| (6) | Continental Minerals Corporation, a British Columbia company with offices at Suite 1020 - 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 (“Continental”); and |
| (7) | Xxxx Xxx, a citizen the United States of America with an address at 0000 XxxxxxXxxxxx Xxxxxxx, Xxx. 000, Xxx Xxxxx, Xxxxxxxxxx 00000, Xxxxxx Xxxxxx of America. |
The parties, together with Xxxxxx Xxxxxxxxx Inc., are parties to a Preliminary Option Agreement dated November 9, 2004 (the “Preliminary Agreement”) in connection with the cooperative exploration and development of the Xietongmen Copper Property. Such agreement contemplates certain parties entering into a form of Share Option Agreement implementing the agreements in the Preliminary Agreement.
The parties confirm that they have negotiated the attached form of Share Option Agreement. Subject to: (a) satisfactory completion by Continental of the due diligence activities contemplated under the Preliminary Agreement; and (b) making such amendments to the Share Option Agreement (inclusive of the Shareholders Agreement included as Exhibit A) that may be needed to take account of the results of Continental’s due diligence or review by Continental’s BVI solicitors of the Share Option Agreement, the parties confirm that the form of Share Option Agreement to be signed by the parties is the Agreement in the form attached to this Protocol.
| Signed: | |
| Highland Mining Inc. | |
| [____], Director | |
| Tibet Tianyuan Minerals Exploration Ltd. | |
| [____], Legal Representative | |
| Xxxxx Xxxx Xxx | |
| Xxxxx Chi Xxxx | |
| Xxxx Yulin | |
| Continental Minerals Corporation | |
| [____], Director | |
| Xxxx Xxx | |
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