Davis Wright Tremaine LLP Letterhead]Merger Agreement • November 22nd, 2006 • Continental Minerals Corp • Gold and silver ores
We have acted as special United Stated federal income tax counsel for Continental Minerals Corporation, a company existing under the laws of the Province of British Columbia, Canada (“Continental”) in connection with the preparation and filing on June 30, 2006, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) of the Registration Statement (No. 333-135566) on Form F-4, and as subsequently amended on August 25, 2006, September 28, 2006 and November 2, 2006 (as such may thereafter be amended or supplemented) (the “Registration Statement”). The Registration Statement relates to a plan of reorganization involving the formation of Continental Merger Inc., a Nevada corporation (the “Sub”) and wholly-owned subsidiary of Continental, and the merger of the Sub with and into Great China Mining, Inc., a Nevada corporation (the “Great China”), with Great China as the surviving corporation, and the resulting exchange b
