Filed by sedaredgar.com - Golden Century Technologies Corporation - Exhibit 10.1







	Golden Century Technologies Corporation 
	Suite 1200, 1000 N. West Street, Wilmington, DE 19801
  
	Tel: (302) 295-4937 Fax: (302) 295-4801 
	 



	August 12, 2009 
	  
	JinXin Copper Holding Limited 
	4/F,Min Sheng Tower A 
	181 Min Sheng RD 
	Yuzhong District Chong Qing, 
	China 400010. 



	Attention: 	Ms. Wang, Li Tong 
	  	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
      JinXin. 


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. 

	  	
       

	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 (“Yang Tan”) for
      prospecting right area of 9.77Km2 from January 19, 2009 to January 19,
      2011. 

	  	
       

	Acquisition: 	
      GCYT to acquire all the rights to Yang Tan owned by
      JinXin, 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 Yang Tan. 

	  	
       

	Consideration: 	
      GCYT shall acquire all the rights to Yang Tan owned by
      JinXin for the consideration of: 

	  	
       
	
       

			
      (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 Yang Tan
      from the related authorities. 

	  	
       
	
       

			
      The US$500,000 shall be fully refunded to GCYT, including
      any amounts spent on attempting to obtain the exploitation permit for Yang
      Tan 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, 1000 N. West Street, Wilmington, DE 19801
  
	Tel: (302) 295-4937 Fax: (302) 295-4801 
	 



				
      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 JinXin.


	  	
      
	
      
	
      

			
      (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 JinXin’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: 

	  	
      
	
      
	
      

		
      1. 
	
      standard ‘due diligence’ by both parties as to the
      viability for the completion of the proposals contained herein. 

	  	
      
	
      
	
      

		
      2. 
	
      JinXin must have good and unencumbered title to assets to
      be acquired by GCYT. 

	  	
      
	
      
	
      

		
      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. 

	  	
      
	
      
	
      

		
      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
  

	  	
      
	
      
	
      

		
      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 JinXin 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 JinXin. 

	  	
      
	
      
	
      

		
      The management of JinXin 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 JinXin, and its
      affiliates, agents and employees until the contents of a definitive
      agreement are released to the public. Furthermore, JinXin agrees that none
      of its agents affiliates, agents or employees shall trade in
  








	Golden Century Technologies Corporation 
	Suite 1200, 1000 N. West Street, Wilmington, DE 19801
  
	Tel: (302) 295-4937 Fax: (302) 295-4801 
	 



		
      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 www.sec.gov.
    

	  	
      
	
      
	
      

	Board 
Representation: 	
      JinXin 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: 

	  	
      
	
      
	
      

	  	
      (a) 
	
      if to GCYT : 

	  	
      
	
      
	
      

	  	
      Attention: 
	
      David Cheng Lee 

	  	
      
	
      
	
      President 

	  	
      
	
      
	
      

	  	
      Facsimile No.: (302) 295-4801 

	  	
      
	
      
	
      

	  	
      (b) if to JinXin: 

	  	
      
	
      
	
      

	  	
      Attention: 
	
      Ms. Wang, Li Tong 

	  	
      
	
      
	
      President 

	  	
      
	
      
	
      

	  	
      Facsimile No.: (86) (23) 6382-4871 

	  	
      
	
      
	
      

	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 JinXin to sign where indicated
below prior to delivering a fully executed originally signed copy of this letter
of intent back to JinXin.

Golden Century Technologies Corporation. 

per:

/s/ David Cheng Lee 
David Cheng Lee

President

Agreed to by JinXin and unanimously 
accepted by the owners
of JinXin as 
verified by the signatures of the 
duly authorized officer
of JinXin 
this 12nd day of August 2009.

JinXin Copper Holding Limited 

per: /s/ Wang, Li Tong
Wang, Li Tong
Title:
President