The company made the announcement at the request of market surveillance, on behalf of the Toronto Stock Exchange.
Its shares rose more than 9 per cent to $1.16 once shares resumed trading after being halted on the Toronto Stock Exchange in the early afternoon pending news.
The company, which is focused on its Dachang gold project in China, said the third party is interested in acquiring all of Inter-Citic's shares.
No other terms of the potential transaction were offered up in the statement, as they continue to be negotiated, and, other than a confidentiality agreement, no written agreement has been entered into with this party, it said.
Accordingly, Inter-Citic cautioned that there can be no assurance that any transaction will result from these negotiations.
Last month, the Toronto-based miner unveiled an updated NI 43-101 compliant mineral resource estimate for its flagship Dachang gold project, one of the largest undeveloped gold projects in China.
Inter-Citic said the latest mineral resource estimate increased the measured and indicated mineral resource by an additional 320,000 ounces of gold, plus another an additional 250,000 ounces in the inferred category.
The current NI 43-101 compliant mineral resource estimate at Dachang now stands at a total estimated 2.20 million ounces contained gold (22.52 million tonnes grading 3.04 grams per tonne gold) in the measured and indicated category, plus an additional 2.18 million ounces contained gold (25.91 million tonnes grading 2.62 grams per tonne gold) in the inferred mineral resource category.
Of the estimated measured and indicated mineral resources, 320,000 ounces are outside the Dachang Main Zone on the 861/XP fault structure.
The latest mineral resource was updated with the results from the 2011 exploration program with a total of 25,003 metres of drilling in 317 diamond drill holes and approximately 21,000 metres of surface trenching.
Since 2004, Inter-Citic has drilled 1,362 diamond drill holes at Dachang totaling 174,000 metres and has excavated and sampled 1,108 trenches totaling more than 109,000 linear metres.