Panda Provides Further Details on the Acquisition of Continental Mining and Smelting

Further to a press release dated April 27, 2010, Panda Capital Inc. ("Panda" or
the "Company") (TSX VENTURE:PDA.H) is providing the following updates concerning
its proposed Qualifying Transaction (the "Proposed Transaction") with
Continental Mining and Smelting Limited ("Continental").


Panda is also pleased to announce that Continental has completed a private
placement with First Canadian Securities (the "Continental Offering") raising
aggregate gross proceeds of $1,200,000 with the MineralFields Group.


"We are very pleased to be commencing a relationship with the MineralFields
Group", said James Macintosh, President and CEO of Continental. "This is an
important milestone in the growth of Continental and we look forward to working
with the MineralFields Group as we work to bring the Estrades Mine, in Northern
Quebec, back into production."


Continental has also terminated negotiations with 365569 Yukon Inc. to acquire a
smelter located in Cobalt, Ontario, allowing Continental to focus its efforts on
bringing the Estrades Mine back into production and completing the Proposed
Transaction with Panda.


BACKGROUND

On April 26, 2010, the Company entered into an acquisition agreement with
Continental pursuant to which the Company agreed to acquire all of the issued
and outstanding common shares of Continental (the "Continental Common Shares").
By letter agreement dated February 1, 2011, Panda and Continental amended the
terms of the acquisition agreement to: 




i.  revise one of the conditions of closing by reducing the minimum gross
    proceeds to be raised by Continental in one or more financings to be
    completed in connection with the Proposed Transaction from $4M to $1M
    based on an analysis of Continental's Net Tangible Assets as a result of
    financings completed by Continental and the ability of the Resulting
    Issuer (as defined below) to meet the TSX Venture Exchange (the "TSX-V")
    minimum listing requirements for a mining issuer; 
ii. remove the requirement that Continental complete a National Instrument
    43-101 compliant technical report as a condition precedent to the
    completion of the Proposed Transaction as this condition has been
    satisfied by Continental; 
iii.add a condition of closing requiring Panda, on or immediately prior to
    the closing of the Proposed Transaction, to consolidate its outstanding
    share capital on the basis of one new common share of Panda for each one
    and one-half existing Panda common shares (the "Panda Common Shares");
    and 
iv. extend the termination date under the acquisition agreement to June 30,
    2011. 



THE QUALIFYING TRANSACTION 

Panda is proposing to acquire all of the issued and outstanding Continental
Common Shares by way of a "three-cornered" amalgamation in which a wholly-owned
subsidiary of Panda, which Panda shall have incorporated under the CBCA, will
amalgamate with Continental to form an entity (the "Resulting Issuer") that will
continue as Continental Mining and Smelting Ltd. or such other name as
Continental shall determine. The number of Panda Common Shares to be issued to
the holders of Continental Common Shares on the closing will be equal to: (a)
(i) the number of outstanding Continental Common Shares multiplied by (ii) the
price paid per Continental Common Share pursuant to the QT Financing (as defined
below) divided by, (b) the deemed price per Panda Common Share of $0.15. There
are currently 36,278,000 Continental Commons Shares outstanding. 


On or immediately prior to the closing of the Proposed Transaction, Panda is
proposing to consolidate its outstanding share capital on the basis of one new
common share of Panda for each one and one-half existing Panda Common Share.
There are currently 3,300,000 Panda Common Shares issued and outstanding. 


It is anticipated that upon completion of the Proposed Transaction, the
Resulting Issuer will meet the Tier 2 listing requirements of the TSX-V for a
mining issuer.


To the knowledge of the directors and executive officers of the Company, the
only persons who currently beneficially own, directly or indirectly, or exercise
control or direction over more than 10% of the Continental Common Shares are set
forth below:




----------------------------------------------------------------------------
                                                                            
             Jurisdiction of Residence    Number of Continental  % of Shares
Name                  or Incorporation       Common Shares Held         Held
----------------------------------------------------------------------------
International                                                               
 Silver Inc.                   Arizona                6,000,000         16.7
----------------------------------------------------------------------------
John &                                                                      
 Lynette                                                                    
 McKinney                      Arizona                4,800,000         13.3
----------------------------------------------------------------------------
Harold &                                                                    
 Eileen                                                                     
 Shipes                        Arizona                4,000,000         11.1
----------------------------------------------------------------------------



Harold (H. Roy) Shipes is the largest shareholder of International Silver Inc.
("International Silver"), holding 21.5% of the issued and outstanding shares of
International Silver. Mr. Shipes exercises control or direction, directly or
indirectly, over an aggregate of 5,291,667 Continental Common Shares,
representing 14.7% of the issued and outstanding Continental Common Shares. As
discussed below, it is proposed that Mr. Shipes will act as Chairman and as a
director of the Resulting Issuer following completion of the Proposed
Transaction.


Upon completion, the Proposed Transaction will constitute the Company's
"qualifying transaction" pursuant to the policies of the TSX-V.


SIGNIFICANT CONDITIONS TO CLOSING 

The completion of the Proposed Transaction is subject to a number of conditions
precedent, including but not limited to satisfactory due diligence reviews,
negotiation and execution of definitive transaction documentation, approval by
both boards of directors, approval of Continental's shareholders, obtaining
necessary governmental and third party approvals and TSX-V acceptance. 


Continental is also proposing to complete one or more financings (the "QT
Financing") in connection with the Proposed Transaction with Panda and in
addition to the Continental Offering discussed below. The number, type and price
of the securities to be issued in the QT Financing will be determined by
Continental and the Company in the context of market conditions and the TSX-V
minimum listing requirements.


There can be no assurance that the Proposed Transaction will be completed as
proposed or at all.


SPONSORSHIP 

The Company will apply for an exemption from the TSX-V from the requirement to
retain a sponsor in connection with the Proposed Transaction. There can be no
assurances that an exemption from sponsorship will be granted. 


ARM'S LENGTH QUALIFYING TRANSACTION 

The control persons of Continental are not (and their associates and affiliates
are not) control persons in the Company. Accordingly, the acquisition by the
Company of all the issued and outstanding shares of Continental is not a
Non-Arm's Length Qualifying Transaction for the purposes of TSX-V policies. As a
result, the Proposed Transaction will not be subject to approval of the
shareholders of the Company and therefore no meeting of the shareholders of the
Company is required as a condition to the completion of the Proposed
Transaction.


DIRECTORS AND OFFICERS OF THE RESULTING ISSUER 

The board of directors of the Resulting Issuer upon completion of the Proposed
Transaction will be comprised of the following persons: H. Roy Shipes, James
Macintosh, Bruce Reid, John McKinney, Robert Munro and Julio DiGirolamo. Brief
biographies for the proposed directors and officers of the Resulting Issuer are
set out below: 


H. Roy Shipes, Chairman - Mr. Shipes has over 30 years' experience in the mining
industry in senior management positions with companies around the world. He has
worked extensively in copper, zinc and precious metals, as well as engineering,
construction and project development. Positions held include General Manager and
Chief Executive Officer of Ok Tedi Mining Limited, Vice President and General
Manager of Southern Peru Copper Company, Founder and President of American
Pacific Mining and Director of Breakwater Resources, Transoceanic Trading
Company, Arimetco International, Western States Engineering, Western Gold
Resources, Western Chemicals and American International Trading Company. Mr.
Shipes is a graduate of the University of Arizona with a B.Sc. in Bio-Chemistry
and did post-graduate work in Mining and Metallurgical Engineering.


James Macintosh, President, Chief Executive Officer and Director - Mr. Macintosh
has 25 years' experience in the mining industry and as a mining analyst. For the
past 18 years he has held various executive and directorial positions with
numerous public and private companies in Canada and the United States. Mr.
Macintosh spent the last 10 years as the President, Chief Operating Officer and
a Director of Innovium Media Properties Corp., an early stage investor. Mr.
Macintosh sits on the Board of Directors and Chairs the Audit Committees of U.S.
Silver Corporation, GTA Resources and Mining Inc., Acadian Energy Inc. and Seed
Media Group LLC. Mr. Macintosh is also a Director of Canuc Resources Corporation
and Atlas Precious Metals Inc. Mr. Macintosh graduated from Queen's University
with a B.Sc. (Honours, Geological Sciences) and now sits on the Queen's
University Geology Council.


Bruce Reid, Director - Mr. Reid brings more than 30 years of corporate finance,
mining and mineral exploration experience to Continental. Mr. Reid is the
President, Chief Executive Officer and Director of Carlisle Goldfields Ltd. From
2006 to 2009, Mr. Reid was the President and Chief Executive Officer of U.S.
Silver Corporation and was Vice-President, Corporate Finance of Research Capital
from 2002 to 2006. He is also a Director of Fletcher Nickel Inc., KWG Resources
Inc., Noravena Capital Corp. and Atlas Precious Metals Inc. Mr. Reid graduated
with a B.Sc. in Geology from the University of Toronto in 1979 and received
subsequently a finance degree from the University of Windsor.


John McKinney, Director - Mr. McKinney has performed in senior management
positions in the mining industry for the past 20 years. He was president of
Arisur, Inc., Senior Vice President and Director of Arimetco International,
Director of Breakwater Resources, Transoceanic Trading Company and Western
States Engineering. He was Co-Founder of Western States Engineering, Western
Capital, Suramco Metals, Western Gold Resource s and Western Manufacturing. Mr.
McKinney is a graduate of the University of Arizona with a Bachelor's Degree in
Business Administration.


Robert Munro, Director - Mr. Munro is currently Chief Executive Officer of The
Chrysalis Capital Group Inc., a private company focussed on all aspects of the
TSX-V's Capital Pool Company program. He is also Chief Executive Officer, Chief
Financial Officer, Director and Promoter of Chrysalis Capital VIII Corporation
and Chief Financial Officer and Secretary of Panda Capital Inc., a NEX listed
corporation. Prior to joining The Chrysalis Capital Group Inc., Mr. Munro served
as Director, Data Product Management with Rogers AT&T Wireless Inc. ("Rogers"),
from February 2003 to March 2006. Prior to joining Rogers, Mr. Munro was the
founding Director of Venture Development with Exclamation International Inc.
from December 1999 to June 2002. Mr. Munro holds a Bachelor of Arts degree from
Huron College, the founding college of the University of Western Ontario (1995),
as well as several certificates in Project Management from Ryerson University.


Julio DiGirolamo, CA, Chief Financial Officer and Corporate Secretary - Mr.
DiGirolamo has over 16 years of senior-level public company experience including
five years with Greenstone Resources Ltd., a TSX and NASDAQ-listed gold mining
company with activities focused in four Latin America countries. For the last 11
years, Mr. DiGirolamo has been the Chief Financial Officer and Corporate
Secretary of Innovium Media Properties Corp., an early stage investor, during
which period he also acted as interim Chief Financial Officer at Seed Media
Group LLC and as Chief Financial Officer, Corporate Secretary and Director of
Atlantis Systems Corp. Mr. DiGirolamo currently also serves as Chief Financial
Officer for two private companies in the process of going public in 2011:
Cordillera Gold Ltd., a gold explorer in Colombia; and Great GulfCan Energy
Inc., a junior company with offshore oil assets in production in the Gulf of
Mexico.


CONTINENTAL PRIVATE PLACEMENT 

In connection with the Proposed Transaction, Continental completed the
Continental Offering, raising aggregate gross proceeds of $1,200,000 with the
MineralFields Group in two tranches.


On closing of the first tranche of the Offering on December 31, 2010,
Continental issued 5,000,000 units (the "Flow-Through Units") at a price of
$0.20 per Flow-Through Unit for gross proceeds of $1,000,000. Each Flow-Through
Unit consists of one Continental Common Share issued on a "flow-through" basis
and one-half of one non-flow-through common share purchase warrant (each whole
common share purchase warrant, a "Warrant"). Each Warrant entitles the holder to
acquire one Continental Common Share at an exercise price of $0.30 per share
until December 31, 2011 and at $0.35 per share until December 31, 2012.


On closing the second tranche of the Offering on January 11, 2011, Continental
issued 1,000,000 Continental Common Shares at a price of $0.10 per share,
500,000 Continental Common Shares at a price of $0.20 per share and 1,250,000
common share purchase warrants (collectively, the "Common Units"), with
1,000,000 of the warrants being exercisable at $0.20 per share until January 11,
2013 and 250,000 of the warrants being exercisable at $0.30 per share until
January 11, 2012 and at $0.35 per share until January 11, 2013.


The gross proceeds derived from the sale of the Flow-Through Units will be used
by Continental to fund exploration expenses which qualify as "Canadian
Exploration Expenses" (within the meaning of the Tax Act) in connection with the
Estrades Mine. Net proceeds from the sale of the Common Units will be used for
working capital purposes. Continental paid a finder's fee to First Canadian
Securities in connection with the Continental Offering.


Continental is also proposing to complete the QT Financing in connection with
the Proposed Transaction with Panda. The number, type and price of the
securities to be issued in the QT Financing will be determined by Continental
and the Company in the context of market conditions and the TSX-V minimum
listing requirements.


INFORMATION ON CONTINENTAL MINING AND SMELTING LIMITED 

Continental is a private Canadian company which currently owns 70% of the
Estrades Mine, located approximately 125 kilometres north of Val D'Or, Quebec.
The Estrades Mine contains a gold, silver, zinc VMS (volcanogenic massive
sulphide) deposit with associated copper and lead ore. Breakwater Resources Ltd.
put the Estrades Mine into production from 1990 to 1991. Continental believes
that in excess of $18 million has been spent to date on the property and, in
addition to a full production ramp reaching down to a depth of 300 meters (the
"Estrades Production Ramp"), there are several surface buildings and a year
round road to access the Estrades Mine. Continental completed a National
Instrument 43-101 compliant technical report in respect of the Estrades Mine in
September 2010. The following two paragraphs contain excerpts from that report.


The mine is a part of the Joutel complex that hosts the former Joutel, Poirier
and Agnico Eagle-Telbel Mines that yielded approximately 9 million tonnes of
ore. In 1985, a VMS deposit was discovered on the Estrades property in the
sector covered by Mining Lease #795 (the "Estrades Mining Lease"). The deposit
consists of a series of massive sulphide lenses hosted by felsic volcanic rocks.
The deposit is East-West trending and vertically dipping. The deposit has a
drill indicated strike length of over 2 km with an average thickness of 1 to 3
meters. The deposit is made up of three successive Zn-Cu-Pb-Au-Ag bearing
sulphide zones, respectively (from West to East): the Main, the Central, and the
East Zones.


In 1990, the Main Zone was developed with a ramp by Breakwater Resources to a
vertical depth of 300 metres over a strike length of 150 m. From July 1990 to
May 1991, a total of 174,946 tonnes of ore were extracted at a grade of 12.9%
Zn, 6.4 g/t Au, 172 g/t Ag and 1% Cu.


Continental closed the purchase of 70% of the Estrades Mining Lease on November
30, 2010 and is now initiating the redevelopment and possible re-opening of the
Estrades Mine. Continental plans to dewater the mine and access the underground
workings via the Estrades Production Ramp. The Company will also be pursuing new
permits and fine-tuning the mining and milling plans in order to complete a new
feasibility report in 2011. The goal is to bring the mine back into production
in 2012. Based on the 43-101 completed in 2008 for Cogitore (which can be found
at www.sedar.com), there is an indicated resource of 740,000 tonnes grading 0.16
ounces per tonne ("opt") Gold, 4.94 opt Silver and 9.5% Zinc with 0.9% Copper
and 0.9% Lead. Continental will be completing an updated resource estimate as
part of its 2011 program.


INSIDERS OF THE RESULTING ISSUER 

Other than has been previously referred to in this press release, and to the
knowledge of the directors and senior officers of the Company or Continental, no
person will become an insider of the Resulting Issuer as a result or upon
completion of the Proposed Transaction.


ABOUT MINERALFIELDS, PATHWAY AND FIRST CANADIAN SECURITIES (R) 

MineralFields Group (a division of Pathway Asset Management), based in Toronto,
Montreal, Vancouver and Calgary, is a mining fund with significant assets under
administration that offers its tax-advantaged super flow-through limited
partnerships to investors throughout Canada as well as hard-dollar resource
limited partnerships to investors throughout the world. Pathway Asset Management
also specializes in the manufacturing and distribution of structured products
and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class
mutual fund series). Information about MineralFields Group is available at
www.mineralfields.com. First Canadian Securities (R) (a division of Limited
Market Dealer Inc.) is active in leading resource financings (both flow-through
and hard dollar PIPE financings) on competitive, effective and service-friendly
terms, and offers investment banking, mergers and acquisitions, and mining
industry consulting, services to resource companies. MineralFields and Pathway
have financed several hundred mining and oil and gas exploration companies to
date through First Canadian Securities (R).


Completion of the Proposed Transaction is subject to a number of conditions,
including but not limited to TSXV/ NEX acceptance and if applicable pursuant to
TSX-V/NEX requirements, majority of the minority shareholder approval. Where
applicable, the Proposed Transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the Proposed Transaction
will be completed as proposed or at all. 


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the Proposed
Transaction, any information released or received with respect to the Proposed
Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a Capital Pool Company should be considered highly
speculative.


Certain information in this press release may constitute forward-looking
information. This information is based on current expectations that are subject
to significant risks and uncertainties that are difficult to predict. Actual
results might differ materially from results suggested in any forward-looking
statements. The Company assumes no obligation to update the forward-looking
statements, or to update the reasons why actual results could differ from those
reflected in the forward looking-statements, unless and until required by
securities laws applicable to the Company. Additional information identifying
risks and uncertainties is contained in the Company's filings with the Canadian
securities regulators, which filings are available at www.sedar.com. 


Gary Lohman, P. Geo, is a Qualified Person under Canadian Securities
Administrators National Instrument 43-101, and has reviewed and is responsible
for the contents of this news release.