Golden Century Technologies Corporation
| Golden Century Technologies Corporation |
| Suite 1200, 0000 X. Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000 |
| Tel: (000) 000-0000 Fax: (000) 000-0000 |
| August 12, 2009 |
| JinXin Copper Holding Limited |
| 4/F,Xxx Xxxxx Tower A |
| 000 Xxx Xxxxx XX |
| Yuzhong District Xxxxx Xxxx, |
| China 400010. |
| Attention: | Xx. Xxxx, Xx Xxxx |
| President |
| RE: | This Letter of Intent outlining the proposed terms between Golden Century Technologies |
| Corporation (“GCYT ”) and JinXin Copper Holding Limited (“JinXin”) for the purchase and | |
| acquisition by GCYT of certain assets held by XxxXxx. |
Dear Sirs:
Further to our previous visit for Yang Tan Gold Mine of JinXin Copper Holding Limited and our communications, I am authorized by the Board of Directors of GCYT and pleased to submit this Letter of Intent relating to the proposed purchase and acquisition of certain assets of JinXin for your review and consideration.
| Purchaser: |
GCYT, a corporation incorporated pursuant to the laws of the Delaware, the common shares of which corporation are traded through the OTC Bulletin Board. | ||
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| Vendors: |
JinXin, a British Virgin Island corporation which owns 62% of NanJiang Long Du Mining Industrial Limited Corporation (“Long Du”). Long Du is a corporation incorporated in the Shangliang Town, Nanjiang County, Sichuan Province, P. R. China and it owns prospecting permit no. 5100000730032 of Yang Tan Gold Mine (“Xxxx Xxx”) for prospecting right area of 9.77Km2 from January 19, 2009 to January 19, 2011. | ||
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| Acquisition: |
GCYT to acquire all the rights to Xxxx Xxx owned by XxxXxx, and the obligation to maintain and comply with all of the terms and conditions specified in the underlying agreements between JinXin and the Strategic Partners of JinXin, which agreements will be transferred to GCYT under the terms of the Definitive Agreement and, as applicable, upon the transfer of ownership of Xxxx Xxx. | ||
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| Consideration: |
GCYT shall acquire all the rights to Xxxx Xxx owned by XxxXxx for the consideration of: | ||
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(1) |
Within the first week following this LOI, GCYT shall pay the sum of US$500,000 to JinXin. The US$500,000 can be used only for expenses relating to the application for exploitation permit for Xxxx Xxx from the related authorities. | ||
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The US$500,000 shall be fully refunded to GCYT, including any amounts spent on attempting to obtain the exploitation permit for Xxxx Xxx if the exploitation permit application for the Yang Tan Gold Mine is not successful following a reasonable period of time as determined by GCYT. The US$500,000 shall be fully refundable to GCYT anytime | |||
| Golden Century Technologies Corporation |
| Suite 1200, 0000 X. Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000 |
| Tel: (000) 000-0000 Fax: (000) 000-0000 |
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before the execution of a definitive agreement between the parties (Definitive Agreement”) upon notice to JinXin from GCYT. In the event that a Definitive Agreement is executed, then the US$500,000 shall be non-refundable except in the case the closing of the Definitive Agreement (the “Closing”) does not occur at the fault of XxxXxx. | |||
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(2) |
Upon Closing, GCYT shall issue from treasury and deliver to JinXin an amount of common shares in the capital stock of GCYT, the amount of which is to be determined in the Definitive Agreement, and pay any additional consideration that is agreed to be paid as part of the consideration in the in the Definitive Agreement. | ||
| Parties Conditions Precedent: |
Any obligation of the Parties to cause the preparation of the closing documents relating to GCYT ’s acquisition and XxxXxx’s sale of Yang Tan of the JinXin‘rights’ for the GCYT as proposed and anticipated herein shall be subject to the parties waiver in relation to each of the following conditions precedent: | ||
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1. |
standard ‘due diligence’ by both parties as to the viability for the completion of the proposals contained herein. | ||
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2. |
JinXin must have good and unencumbered title to assets to be acquired by GCYT. | ||
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3. |
JinXin and GCYT shall work jointly to develop financial capital to satisfy the terms and conditions of the underlying agreements and for the anticipated successful business operations of GCYT. | ||
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4. |
JinXin and GCYT must be in good standing with the Delaware as well as with regard to all corporate tax filings required of both companies on the date of any closing between the parties, and | ||
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5. |
delivery to the attorneys of both companies, prior to closing, of a certified copy of authorization of the directors of JinXin and GCYT approving the terms and conditions of the transaction proposed and anticipated herein. | ||
| Confidentiality: |
The management of GCYT understands that XxxXxx is a private and closely held company and GCYT, with all of its officers, directors and consultants, hereby covenants and agrees to respect the confidentiality of all material disclosed to GCYT during the course of its due diligence exercise and specifically covenants and agrees not to disseminate information of any kind that may be disclosed by JinXin to GCYT during the course of its due diligence exercise or to use such information for the purpose of competing either directly or indirectly with XxxXxx. | ||
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The management of XxxXxx understands that GCYT is a public company and that the fact of the negotiations and the details related to those negotiations must be kept confidential by XxxXxx, and its affiliates, agents and employees until the contents of a definitive agreement are released to the public. Furthermore, XxxXxx agrees that none of its agents affiliates, agents or employees shall trade in | |||
| Golden Century Technologies Corporation |
| Suite 1200, 0000 X. Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000 |
| Tel: (000) 000-0000 Fax: (000) 000-0000 |
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the stock of GCYT except pursuant to the negotiated definitive agreement and following full disclosure of the negotiated definitive agreement to the public via the SEC website at xxx.xxx.xxx. | |||
| Board Representation: |
XxxXxx shall be entitled to nominate directors to the Board of GCYT upon the successful transaction proposed and anticipated herein. | ||
| Governing Jurisdiction: |
The closing documents shall note that the parties hereto covenant and agree to be bound by the laws of the Delaware. | ||
| Notice: |
Any notice required to be given pursuant to this LOI shall be validly given and deemed received on the date of facsimile transmission of such notice as follows: | ||
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(a) |
if to GCYT : | ||
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Attention: |
Xxxxx Xxxxx Xxx | ||
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President | |||
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Facsimile No.: (000) 000-0000 | |||
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(b) if to JinXin: | |||
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Attention: |
Xx. Xxxx, Xx Xxxx | ||
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President | |||
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Facsimile No.: (86) (00) 0000-0000 | |||
| Counterparts: |
This letter of intent may be executed by the parties hereto in any number of counterparts by original or facsimile signature each of delivered, shall be an original but such counterparts together shall constitute one and the same instrument. | ||
Please indicate your acceptance of the terms of this letter of intent by causing an authorized representative of XxxXxx to sign where indicated below prior to delivering a fully executed originally signed copy of this letter of intent back to XxxXxx.
Golden Century Technologies Corporation.
per:
/s/ Xxxxx Xxxxx Xxx
Xxxxx Xxxxx Xxx
President
Agreed to by XxxXxx and unanimously
accepted by the owners
of XxxXxx as
verified by the signatures of the
duly authorized officer
of JinXin
this 12nd day of August 2009.
JinXin Copper Holding Limited
per: /s/ Xxxx, Xx Xxxx
Xxxx, Xx Xxxx
Title:
President
