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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 2)

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2017

 

or

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________________ to ______________________

 

Commission file number: 000-53872

 

GOLD TORRENT, INC.
(Exact name of registrant as specified in its charter)

 

Nevada   06-1791524
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

960 Broadway Avenue

Suite 530

Boise, Idaho 83706

(Address of principal executive offices, including zip code)

 

(208) 343-1413

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Exchange Act: None

 

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, Par Value $0.001

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by check mark whether the Company is a larger accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]
    Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

As of January 9, 2018, the registrant’s outstanding common stock consisted of 20,110,552 shares.

 

 

 

 
 

 

EXPLANATORY NOTE

 

Gold Torrent, Inc. (the “Company”) is filing this Amendment No. 2 to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (this “Amendment”), originally filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2017 (the “Original Form 10-Q”), and amended on a Form 10-Q filed with the SEC on December 26, 2017, to amend and restate the Interim Consolidated Financial Statements under Part I - Financial Information.

 

On January 9, 2018, the Board of Directors (the “Board”) of the Company, upon the recommendation of management, determined that the unaudited financial statements as of and for the quarterly period ended September 30, 2017 (the “Quarterly financial Statements”) previously filed with the SEC in the Original Form 10-Q, should be amended and restated. The Board, who also performs the functions of an audit committee for the Company determined that the Quarterly Financial Statements should be amended and restated after consultations with the Company’s management who determined that the costs associated with the development of the Company’s mining property in the Willow Creek mining district in the Matanuska-Susitna region of Alaska incurred during the periods covered by the Quarterly Financial Statements should have been reflected in the Quarterly Financial Statements as expenses as opposed to capitalized costs. Consequently, the Board has determined that the Quarterly Financial Statements will need to be restated to reflect this revised position. As a result, the Company has included with this Amendment restated Interim Consolidated Balance Sheets, restated Interim Consolidated Statements of Operations, restated Interim Consolidated Statements of Cash Flows, and restated Interim Consolidated Statements of Stockholders’ Equity (Deficiency) for the six months ended September 30, 2017, as well as revisions to the applicable notes to the Quarterly Financial Statements. Further, the Company has included with this Amendment amended disclosure under Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations to reflect the revisions to the Quarterly Financial Statements. 

 

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial officer are also being filed as exhibits to this Amendment.

 

Except as described above, this Amendment does not modify or update disclosures presented in the Original Form 10-Q, nor does it reflect events occurring after the filing of the Original Form 10-Q or modify or update those disclosures. Accordingly, this Amendment should be read in conjunction with the Company’s filings with the SEC subsequent to the filing of the Original Form 10-Q.

 

   

 

 

Table of Contents

 

  PART I – FINANCIAL INFORMATION  
     
Item 1. Interim Consolidated Financial Statements 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
Item 3. Quantitative and Qualitative Disclosures About Market Risk 26
Item 4. Controls and Procedures 27
     
  PART II – OTHER INFORMATION  
     
Item 1. Legal Proceedings 28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28
Item 3. Defaults Upon Senior Securities 28
Item 4. Mine Safety Disclosures 28
Item 5. Other Information 28
Item 6. Exhibits 29
     
  SIGNATURES 30

 

3

 

 

PART 1 – FINANCIAL INFORMATION

 

Item 1. Interim Consolidated Financial Statements

 

The unaudited interim consolidated financial statements of GOLD TORRENT, INC. (“we”, “our”, “us”, the “Company”) follow. All currency references in this report are to US dollars unless otherwise noted.

 

4

 

 

GOLD TORRENT, INC.

Interim Consolidated Balance Sheets

(Unaudited - Expressed in US dollars)

 

 

   September 30, 2017   March 31, 2017 
         (Audited) 
Assets          
           
Current          
Cash  $4,001,294   $1,584,684 
Advances receivable   651,111    - 
Receivables   229,041    - 
Prepaids and deposits   76,739    153,487 
    4,958,185    1,738,171 
Long Term Assets          
Mineral property interest (Note 4)   4,285,714    405,406 
Property, plant and equipment (Note 5)   1,418,774    - 
    5,704,488    405,406 
Total Assets  $10,662,673   $2,143,577 
           
Liabilities          
Current          
Accounts payable (Note 6)  $644,063   $356,274 
Accrued liabilities   543,586    475,573 
Payroll liabilities   86,384    - 
    1,274,033    831,847 
Long Term Liabilities          
Long-term debt (Note 7)   8,500,000    2,000,000 
Total Liabilities   9,774,033    2,831,847 
           
Stockholders’ Equity (Deficiency)          
Common Stock (Note 9)          
Authorized:          
200,000,000 common shares, $0.001 par value          
20,000,000 preferred shares, $0.001 par value          
Issued and outstanding:          
19,778,550 common shares, $0.001 par value   19,779    33,087 
(March 31, 2017 – 14,758,600 common shares)          
Additional Paid-in Capital   5,580,546    3,057,263 
Contributed Surplus (Notes 9 and 10)   208,808    208,808 
Non-controlling Interest (Note 4)   2,724,642    - 
Deficit   (7,645,135)   (3,987,428)
           
Total Stockholders’ Equity (Deficiency)   888,640    (688,270)
           
Total Liabilities and Stockholders’ Equity (Deficiency)  $10,662,673   $2,143,577 

 

Nature of operations and going concern (Note 1)

See accompanying notes to interim financial statements.

 

5

 

 

GOLD TORRENT, INC.

Interim Consolidated Statements of Operations

(Unaudited - Expressed in US dollars)

 

 

  

For the Three

Months Ended

September 30, 2017

  

For the Three

Months Ended

September 30, 2016

  

For the Six

Months Ended

September 30, 2017

  

For the Six

Months Ended

September 30, 2016

 
Expenses                    
Accounting and legal  $93,889   $40,253   $174,321   $75,553 
Advertising and promotion   -    -    12,049    - 
Bank charges and interest   465    347    793    1,584 
Depreciation   1,942    -    3,681    - 
Executive compensation and payroll (Note 8)   391,940    121,250    754,916    242,500 
Development   1,898,073    251,778    2,212,787    414,360 
Insurance   115,543    -    214,148    - 
Licenses and fees   6,013    45,139    11,691    50,499 
Office   30,433    973    70,851    6,321 
Share-based payments   -    -    1,725,000    - 
Travel and transport   14,105    9,505    38,542    23,193 
Loss before Other Items   (2,552,403)   (469,245)   (5,218,779)   (814,010)
                     
Gain on settlement of debt   -    66,000    -    66,000 
Net Loss and Comprehensive Loss for the Period  $(2,552,403)  $(403,245)  $(5,218,779)  $(748,010)
Attributed to non-controlling interest  $(730,510)  $-   $(1,561,072)  $- 
Attributed to stockholders of the company  $(1,821,893)  $(403,245)  $(3,657,707)  $(748,010)
                     
Weighted average number of common shares outstanding   18,977,811    12,468,162    18,574,997    12,619,203 
Basic and diluted loss per share  $(0.10)  $(0.03)  $(0.20)  $(0.06)

 

See accompanying noted to interim financial statements.

 

6

 

 

GOLD TORRENT, INC.

Interim Consolidated Statements of Cash Flows

(Unaudited - Expressed in US dollars)

 

 

  

For the Six

Months Ended

September 30, 2017

  

For the Six

Months Ended

September 30, 2016

 
         
Cash Flow from Operating Activities          
Net loss for the period  $(5,218,779)  $(748,010)
Items not involving cash:          
Share- based payments   1,725,000    - 
Gain on settlement of debt   -    (66,000)
Amortization   3,681    - 
Changes in non-cash working capital items:          
Advances receivable   (651,111)   - 
Prepaids and deposits   76,748    82,808 
Accounts payable and accrued liabilities   126,792    61,972 
Payroll liabilities   86,384    - 
           
Cash Used in Operating Activities   (3,851,285)   (669,230)
           
Cash Flow from Investing Activity          
Purchase of property, plant and equipment   (1,017,080)   (100,507)
           
Cash used in Investing Activity   (1,017,080)   (100,507)
Cash Flow from Financing Activities          
Proceeds from issuance of common stock   784,975    960,000 
Proceeds from long-term debt   6,500,000    - 
Repayment of shareholders’ loan   -    (93,793)
           
Cash provided by Financing Activities   7,284,975    866,207 
Increase in Cash   2,416,610    96,470 
Cash, Beginning of Period   1,584,684    265,315 
           
Cash, End of Period  $4,001,294   $361,785 
           
Supplemental Information          
Taxes paid  $-   $- 
Interest paid  $-   $- 

 

See accompanying notes to interim financial statements.

 

7

 

 

GOLD TORRENT, INC.

Interim Consolidated Statements of Stockholders’ Equity (Deficiency)

(Unaudited - Expressed in US dollars)

 

 

    Shares of Common Stock Issued     Common Stock     Additional Paid-in Capital     Contributed Surplus     Non-controlling Interest     Deficit     Total  
Balance, March 31, 2016     10,828,600     $ 29,157     $ 1,606,193     $ 208,808     $ -     $ (2,040,757 )   $ (196,599 )
Shares issued for cash     3,930,000       3,930       1,451,070       -       -       -       1,455,000  
Net loss for the year     -       -       -       -       -       (1,946,671 )     (1,946,671 )
Balance, March 31, 2017     14,758,600       33,087       3,057,263       208,808       -       (3,987,428 )     (688,270 )

Par value adjustment

    -       (18,328 )     18,328       -       -       -       -  

Mineral property leases contributed

    -       -       -       -       4,285,714       -       4,285,714  
Shares issued for cash     1,569,950       1,570       783,405       -       -       -       784,975  
Share-based payments     3,450,000       3,450       1,721,550       -       -       -       1,725,000  
Net loss for the period     -       -       -       -       (1,561,072 )     (3,657,707 )     (5,218,779 )
Balance, September 30, 2017     19,778,550     $ 19,779     $ 5,580,546     $ 208,808     $

2,724,642

    $ (7,645,135 )   $

888,640

 

 

See accompanying notes to interim financial statements.

 

8

 

 

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

 

1.     Nature of Operations and Going Concern

 

Gold Torrent, Inc. (the “Company”) was incorporated in Nevada as Celldonate Inc. on August 15, 2006. Historically we were in the business of developing mobile monetization solutions and applications. On September 10, 2013, certain shareholders, including the Company’s current Chief Executive Officer and its President, acquired approximately 53% of the Company’s issued and outstanding common stock resulting in a change of control. In connection with the transaction, Daniel Kunz was appointed Executive Chairman and Ryan Hart was appointed Chief Executive Officer and President. Thereafter, the Company began to focus on acquiring ownership in late-stage exploration to development stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America. During the fiscal year ended March 31, 2015, the Company entered into an Exploration and Option to Enter Joint Venture Agreement with a third party (Note 4).

 

The Company has incurred losses since inception and has an accumulated deficit of $7,645,135 (March 31, 2017 - $3,987,428) as of September 30, 2017. As at September 30, 2017, the Company has working capital of $3,684,152 (March 31, 2017 - $906,324).

 

These factors raise some doubt about the ability of the Company to continue as a going concern. The Company’s continuance as a going concern is dependent on the success of the efforts of its directors and principal stockholders in providing financial support in the short-term, and achieving profitable operations. In the event that such resources are not secured, the assets may not be realized or liabilities discharged at their carrying amounts, and the difference from the carrying amounts reported in these consolidated financial statements could be material.

 

These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of the assets or the amounts and classifications of the liabilities that may result from the inability of the Company to continue as a going concern.

 

2.     Significant Accounting Policies

 

  (a) Basis of presentation

 

These unaudited interim financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional and reporting currency is the US dollar.

 

These unaudited consolidated interim financial statements include the accounts of the Company and the accounts of the Company’s 70% owned subsidiary, Alaska Gold Torrent, LLC, incorporated in the State of Alaska. For all periods presented, all significant inter-company accounts and transactions have been eliminated in the consolidated financial statements.

 

The results of operations for the consolidated interim period presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending March 31, 2018. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted. These unaudited consolidated interim financial statements and notes included herein have been prepared on a basis consistent with, and should be read in conjunction with, the Company’s audited financial statements and notes for the year ended March 31, 2017, as filed in its Form 10-K.

 

  (b) Use of estimates

 

The preparation of interim consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to accounts payable and accrued liabilities, the fair value of warrants attached to common shares issued, the fair value of shares issued for services, the fair value of stock options granted, and the recoverability of income tax assets.

 

9

 

 

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

 

2. Significant Accounting Policies (continued)

 

  (b) Use of estimates (continued)

 

While management believes the estimates used are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

 

  (c) Basic and diluted earnings (loss) per share

 

Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding. Diluted earnings (loss) per share assumes the exercise of common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.

 

  (d) Foreign currency translation

 

Transactions in currencies other than the US dollar are translated into US dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, except amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net income/loss.

 

  (e) Financial instruments

 

All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities. Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net income. Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income and reported in stockholders’ equity.

 

A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company prioritizes the inputs into three levels that may be used to measure fair value:

 

  (i) Level 1 – Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
     
  (ii) Level 2 – Applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly, such as quoted prices for similar assets or liabilities in active markets, or indirectly, such as quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions.
     
  (iii) Level 3 – Applies to assets or liabilities for which there are unobservable market data.

 

Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as held-to-maturity, loans and receivables or other financial liabilities are included in the initial carrying value of such instruments and amortized using the effective interest method. Transaction costs classified as held-for-trading are expensed when incurred, while those classified as available-for-sale are included in the initial carrying value.

 

10

 

 

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

 

2. Significant Accounting Policies (continued)

 

  (f) Income taxes

 

The Company uses the asset and liability approach in its method of accounting for income taxes that requires the recognition of deferred tax liabilities and assets for expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company recognizes the effect of uncertain tax positions where it is more likely than not based on technical merits that the position could be sustained where the tax benefit has a greater than 50% likelihood of being realized upon settlement. A valuation allowance against deferred tax assets is recorded if based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

 

  (g) Share-based payments

 

The Company records all share-based payments at fair value. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized through profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.

 

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.

 

At each balance sheet date, the amount recognized as an expense is adjusted to reflect the actual number of stock options expected to vest. On the exercise of stock options, common stock is recorded for the consideration received and for the fair value amounts previously recorded to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payments.

 

  (h) Exploration and evaluation

 

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. When the Company has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

 

The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal year end. An impairment loss is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value.

 

  (i) Property, plant and equipment

 

Property, plant and equipment are carried at cost less accumulated amortization and impairment losses, if any. Amortization is provided at rates and methods designed to write off cost of the assets over their estimated useful lives as follows:

 

Mine and mill, buildings and equipment Units-of-production method
Computers 25% declining balance
Vehicles 20% declining balance
Furniture and fittings 20% declining balance

 

Management reviews the amortization method, useful lives and residual values annually and accounts for any changes in estimates on a prospective basis.

 

11

 

 

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

 

2. Significant Accounting Policies (continued)

 

  (j) Recent accounting guidance adopted

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

3. Financial Instruments

 

The Company has designated its cash as held-for-trading; advances receivable as loans and receivables; and accounts payable, accrued liabilities, and payroll liabilities as other financial liabilities.

 

  (a) Fair value

 

The fair values of the Company’s cash, advances receivable, accounts payable, accrued liabilities, and payroll liabilities approximate their carrying values due to the short-term maturity of these instruments.

 

  (b) Credit risk

 

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company is not exposed to significant credit risk as at September 30, 2017.

 

  (c) Translation risk

 

The Company’s functional currency is the US dollar. The Company translates transactions in foreign currencies into US currency using rates on the date of the transactions. Translation risk is considered minimal, as the Company does not incur any significant transactions in currencies other than US dollars.

 

  (d) Interest rate risk

 

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and liabilities.

 

  (e) Liquidity risk

 

Liquidity risk is the risk that the Company will encounter difficulty in satisfying its financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. At September 30, 2017, the Company had accounts payable of $644,063 (March 31, 2017 - $356,274), which are due within 30 days or less. At September 30, 2017, accrued liabilities consist of accrued accounting and legal fees of $10,000 (March 31, 2017 - $15,000), accrued interest of $125,479 (March 31, 2017 - $25,205), accrued executive compensation of $408,107 (March 31, 2017 - $407,607), and exploration and development costs of $Nil (March 31, 2017 - $27,761).

 

On August 28, 2017, Gold Torrent, Inc. (the “Registrant”), and its subsidiary Alaska Gold Torrent, LLC, entered into a Mining Services Agreement (the “Agreement”) with Mining & Environmental Services, LLC for development of the Registrant’s Luck Shot Mine, and other related mining services, including the development of the land located around the mine. If fully completed, it is estimated the Registrant will pay approximately $4,500,000 for such services. The Agreement contains customary representations, warranties and covenants by the parties for like transactions.

 

12

 

 

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

 

4.     Exploration, Development and Mineral Properties

 

On July 28, 2014, the Company entered into a non-binding Letter of Intent with a third party to negotiate and enter into a Joint Venture Agreement for the development of the gold property known as Lucky Shot, Alaska (formerly known as “Willow Creek”). On November 5, 2014, the Company signed an Exploration and Option to Enter Joint Venture Agreement for the Lucky Shot project in Alaska. The Exploration and Option Agreement provides the Company with the right to earn up to 70% interest in a joint venture with Miranda USA Inc. (“Miranda”) by making certain expenditures over the next three years totaling $10,000,000. The principal terms of the Exploration and Option Agreement provide that the Company can earn an initial 20% interest in the Lucky Shot gold project by incurring an initial work commitment of $1,070,000 before May 5, 2016 in costs related to exploration and development of the project.

 

On January 15, 2015 and January 6, 2016, the Company paid $150,000 for a Lease Agreement between Miranda and a private company. In addition, the Company is committed to paying $150,000 every year on January 15. The purpose of this lease is to afford Miranda the opportunity to enter onto and produce minerals from certain patents and State of Alaska mining claims located in the State of Alaska. This lease is to be vended by Miranda to the joint venture upon the Company earning its initial 20% interest. On May 25, 2016, the Company received formal notice from Miranda that the Company has acquired a permanent 20% interest in the Lucky Shot project by virtue of meeting the initial earn-in required expenditures.

 

On July 8, 2016, the Company purchased a 30-acre parcel of private, undeveloped land for $100,506 and on March 15, 2017, purchased two buildings for $304,900 in Alaska near the Lucky Shot project for the siting of a gold recovery plant.

 

On February 13, 2017, the Company entered into a $11,250,000 gold and silver prepayment arrangement for the Lucky Shot gold project. The Streaming Agreement provided for a closing on the first tranche of $6,500,000 upon satisfaction by the Company of certain closing conditions.

 

On June 27, 2017, the Company and the Stream Investor agreed, after the satisfaction by the Company of a majority of the Tranche 1 closing conditions, to amend certain provisions of the Streaming Agreement and concurrently close on one-half of Tranche 1 in the amount of $3,250,000. The second half of the first tranche, also in the amount of $3,250,000, has been consummated on August 8, 2017 upon satisfaction of the final closing conditions.

 

The Company has acquired a permanent 70% interest in the Lucky Shot project by virtue of meeting the earn-in required expenditures. In addition, Miranda contributed mineral property leases valued at $4,285,714 to the Lucky Shot project.

 

On August 28, 2017, the Company entered into a Mining Services Agreement with Mining & Environmental Services, LLC for development of the Company’s Lucky Shot Mine, and other related mining services, including the development of the land located around the mine. If fully completed, it is estimated the Company will pay approximately $4,500,000 for such services. The Agreement contains customary representations, warranties and covenants by the parties for like transactions.

 

As at September 30, 2017, mineral property interest consists of:

 

Mineral property leases  $4,285,714 

 

Cumulative Funding to Alaska Gold Torrent LLC:

 

As at September 30, 2017, the Company has provided funding to Alaska Gold Torrent, LLC in the total amount of $9,886,925. This consists of cumulative acquisition, exploration, engineering costs and capital contributions of $2,886,925 as at March 31, 2017, and $7,000,000 in additional funding during the three months ended September 30, 2017:

 

As at March 31, 2017  $2,886,925 
Current period funding   500,000 
Streaming Agreement financing   6,500,000 
   $9,886,925 

 

13

 

 

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

 

5.    Property, Plant and Equipment  

 

Balance as at September 30, 2017:

 

   Cost   Amortization   Net Book Value 
Land  $100,506   $-   $100,506 
Buildings   948,732    -    948,732 
Equipment   300,833    -    300,833 
Computers   4,915    307    4,608 
Vehicles   63,524    3,176    60,348 
Furniture and fittings   3,944    197    3,747 
   $1,422,454   $3,680   $1,418,774 

 

6. Accounts Payable

 

Accounts payable as at September 30, 2017 includes the following:

 

  $644,063 due to unrelated parties.

 

7. Long-Term Debt

 

On February 13, 2017, the Company entered into a convertible preferred note and investment agreement with two Singapore private limited companies for a $2,000,000 convertible preferred note and a $11,250,000 gold and silver prepayment arrangement for the Company’s Lucky Shot gold project. The Company paid $100,000 in legal expenses and used the proceeds from the note as part of the Company’s initial investment in the project.

 

The convertible preferred note bears interest at 10% per annum, is due on February 13, 2019 and secured by certain assets of the Company. It is also convertible into 15% of the shares of common stock of the Company on a post-money basis on the earlier of: (i) a Canadian Going Public Transaction or (ii) funding of the $11,250,000 prepayment arrangement and following an equity raise by the Company of $5,000,000 or more (of which $2,000,000 will include the conversion of the preferred note).

 

Concurrent with the closing and funding of the convertible preferred note, the Company and Miranda, a wholly-owned subsidiary of Miranda Gold Corp. of Canada, executed a joint venture operating agreement and formed Alaska Gold Torrent, LLC, an Alaska limited liability company under which the Company now owns a seventy percent (70%) undivided interest in the project.

 

On August 8, 2017, the Company received the second payment of $3,250,000 for a total of $6,500,000 as per the Streaming Agreement (Note 4).

 

8. Related Party Transactions

 

Transactions with related parties for goods and services are based on the exchange amount as agreed to by the related parties.

 

Details of related party transactions are as follows:

 

  (a) During the year ended March 31, 2016, the Company signed employment agreements with three directors and officers. During the period ended September 30, 2017, the Company incurred $242,500 (September 30, 2016 - $242,500) in consulting fees (included within executive compensation) to these directors and officers. As at September 30, 2017, $408,107 (March 31, 2017 - $462,607) were owing to these related parties.

 

8. Related Party Transactions (continued)

 

  (b)

On February 13, 2017, the Company entered into a Gold and Silver Prepayment Agreement, and as per this agreement, the Company signed an employment agreement with one director. A total of $54,000 (September 30, 2016 - $Nil) was paid in the period ended September 30, 2017 as a result of the Gold and Silver Prepayment Agreement.

 

14

 

 

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

 

9. Segmented Information

 

The Company operates primarily in one business segment being the identification and development of mining projects with substantially all of its assets and operations located in the United States.

 

10. Common Stock

 

During the year ended March 31, 2017, the Company entered into subscription agreements for the issuance of 2,040,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $510,000 in cash, and 1,890,000 shares of common stock at a purchase price of $0.50 per share for a total amount of $945,000 in cash.

 

During the period ended September 30, 2017, the Company entered into subscription agreements for the issuance of 3,450,000 bonus shares of common stock as compensation to its current CEO, Chairman, management and technical team for $0.50 per share.

 

The Company also issued 1,569,950 shares of common stock for $784,975 in cash in the period ended September 30, 2017.

 

11. Stock Options

 

The stock options have been granted in conjunction with an Equity Incentive Plan (the “Plan”) for employees, directors and consultants, whereby a maximum aggregate number of common shares that may be issued under the Plan are 20,000,000 common shares. The term of the options is determined by the Board of Directors and cannot exceed 10 years. The exercise price of the stock options is determined by the Board of Directors, but shall not be less than the fair market value of the common stock on the date of grant. Stock options granted under the Plan vest over varying periods at the discretion of the Board of Directors.

 

The following table summarizes historical information about the Company’s incentive stock options:

 

   Number of Options   Weighted Average Exercise Price 
Balance, March 31, 2017 and 2016   175,000   $1.27 
Granted   2,175,000   $0.50 
Balance, September 30, 2017   2,350,000   $0.56 

 

The Company’s stock options are outstanding and exercisable as follows:

 

       September 30, 2017 
Expiry date  Exercise price   Options outstanding   Options exercisable 
July 30, 2019  $1.25    150,000    150,000 
July 30, 2019   1.38    25,000    25,000 
March 23, 2022   0.55    400,000    135,000 
March 23, 2022   0.50    1,775,000    591,666 
         2,350,000    901,666 

 

During the fiscal year ended March 31, 2017, the Company did not grant any stock options.

 

15

 

 

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

 

11. Stock Options (continued)

 

In April 2017, the Board approved a new grant of up to 3,000,000 exercisable at $0.50 per share options to the directors, officers, employees, and advisors; the total amount of options granted was 2,175,000 exercisable at $0.50 per share under the terms of the 2016 Stock Option and Bonus Plan.

 

12.  Subsequent Events

 

On October 19, 2017, Gold Torrent, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gold Torrent (Canada) Inc., a wholly-owned subsidiary of the Company organized under the laws of the Province of British Columbia, Canada (“Gold Torrent Canada”) and GTOR US Merger Co, a Nevada corporation and wholly-owned subsidiary of Gold Torrent Canada (“US Merger Co”). Pursuant to the terms of the Merger Agreement, the parties would effect a merger transaction that will effectively change the jurisdiction of incorporation of the corporate parent from Nevada to British Columbia, Canada (the “Redomicile Transaction”).

 

Pursuant to the terms of the Merger Agreement, US Merger Co. will be merged with and into the Company, with the Company continuing as the surviving corporation, and each share of Company common stock outstanding immediately prior to the effective time of the Redomicile Transaction will be cancelled and converted into the right to receive one common share of Gold Torrent Canada. At the effective time of the Redomicile Transaction and pursuant to the terms of the Merger Agreement, all outstanding options to purchase shares of the Company’s common stock, all outstanding shares of restricted stock, and all other equity-based awards granted to employees and directors of the Company or any of its subsidiaries under the Company’s equity incentive plans prior to the effective time of the Redomicile Transaction will entitle the holder to purchase or receive, or receive benefits or amounts based on, as applicable, an equal number of common shares in Gold Torrent Canada. All such equity-based awards will generally be subject to the same terms and conditions as were applicable to such awards immediately prior to the effective time of the Redomicile Transaction.

 

The consummation of the Redomicile Transaction will be conditioned on (1) the affirmative vote of a majority of the outstanding shares of the Company’s common stock entitled to vote on the adoption of the Merger Agreement, (2) the Securities and Exchange Commission (the “SEC”) declaring effective a registration statement registering the distribution of common shares of Gold Torrent Canada in the Redomicile Transaction filed by Gold Torrent Canada on Form S-4 under the Securities Act of 1933, as amended, and (4) other customary conditions.

 

The Company evaluates events that have occurred after the balance sheet date, but before the financial statements are issued. Based upon the evaluation, other than what is described above, the Company did not identify any recognized or non-recognized subsequent events that would have required further adjustments or disclosures in the financial statements.

 

13. Restatement and Correction of Error

 

The Company concluded that the consolidated balance sheet, and related consolidated statements of operations, cash flows, and stockholders’ equity (deficiency) included in Form 10-Q Quarterly Report, dated November 14, 2017 included certain erroneously capitalized development costs that should have been expensed. In connection with this, the financial statements for the Quarterly Report as of September 30, 2017 have been restated to account for the reduction of the previously capitalized development costs and the corresponding expensing of those costs as a correction of error. Management considered the impact to the current and past financial statements and determined that a restatement was the most appropriate recognition of the adjustment so as not to mislead readers of the financial statements regarding the current quarter’s results of operations.

 

16

 

 

The following adjustments were made to the September 30, 2017 restated financial statements:

 

GOLD TORRENT, INC.

Interim Consolidated Balance Sheets

(Unaudited - Expressed in US dollars)

 

 

 

   As Previously Reported
September 30, 2017
   Adjustment   As Restated September 30, 2017 
             
Assets               
                
Current               
Cash  $4,001,294   $-   $4,001,294 
Advances receivable   651,110    1    651,111 
Receivables   -    229,041    229,041 
Prepaids and deposits   76,739    -    76,739 
    4,729,143    229,042    4,958,185 
Long Term Assets               
Mineral property interest   4,285,714    -    4,285,714 
Property, plant and equipment   3,860,603    (2,441,829)   1,418,774 
    8,146,317    (2,441,829)   5,704,488 
Total Assets  $12,875,460   $(2,212,787)  $10,662,673 
                
Liabilities               
Current               
Accounts payable  $644,063   $-   $644,063 
Accrued liabilities   543,586    -    543,586 
Payroll liabilities   86,384    -    86,384 
    1,274,033    -    1,274,033 
Long Term Liabilities               
Long-term debt   8,500,000    -    8,500,000 
Total Liabilities   9,774,033    -    9,774,033 
                
Stockholders’ Equity (Deficiency)               
Common Stock   19,779    -    19,779 
Additional Paid-in Capital   5,580,546    -    5,580,546 
Contributed Surplus   208,808    -    208,808 
Non-controlling Interest   3,993,370    (1,268,728)   2,724,642 
Deficit   (6,701,076)   (944,059)   (7,645,135)
                
Total Stockholders’ Equity (Deficiency)   3,101,427    (2,212,787)   888,640 
                
Total Liabilities and Stockholders’ Equity (Deficiency)  $12,875,460   $(2,212,787)  $10,662,673 

 

17

 

 

GOLD TORRENT, INC.

Interim Consolidated Statements of Operations

(Unaudited - Expressed in US dollars)

 

   As Previously Reported for the Three Months Ended September 30, 2017    Adjustment   As Restated for the Three Months Ended September 30, 2017   As Previously Reported for the Six Months Ended September 30, 2017    Adjustment   As Restated for the Six Months Ended September 30, 2017 
Expenses                              
Accounting and legal  $93,889   $-   $93,889   $174,321   $-   $174,321 
Advertising and promotion   -    -    -    12,049    -    12,049 
Bank charges and interest   465    -    465    793    -    793 
Depreciation   1,942    -    1,942    3,681    -    3,681 
Executive compensation and payroll   391,940    -    391,940    754,916    -    754,916 
Development   -    1,898,073    1,898,073    -    2,212,787    2,212,787 
Insurance   115,543    -    115,543    214,148    -    214,148 
Licenses and fees   6,013    -    6,013    11,691    -    11,691 
Office   30,433    -    30,433    70,851    -    70,851 
Share-based payments   -    -    -    1,725,000    -    1,725,000 
Travel and transport   14,105    -    14,105    38,542    -    38,542 
Net Loss and Comprehensive Loss for the Period  $(654,330)  $(1,898,073)  $(2,552,403)  $(3,005,992)  $(2,212,787)  $(5,218,779)
Attributed to non-controlling interest  $(161,089)  $(569,421)  $(730,510)  $(292,344)  $(1,268,728)  $(1,561,072)
Attributed to stockholders of the company  $(493,241)  $(1,328,652)  $(1,821,893)  $(2,713,648)  $(944,059)  $(3,657,707)
                               
Weighted average number of common shares outstanding   18,977,811    -    18,977,811    18,574,997    -    18,574,997 
Basic and diluted loss per share  $(0.03)  $(0.07)  $(0.10)  $(0.15)  $(0.05)  $(0.20)

 

18

 

 

GOLD TORRENT, INC.

Interim Consolidated Statements of Cash Flows

(Unaudited - Expressed in US dollars)

 

  

As Previously Reported

for the Six

Months Ended

September 30, 2017

   Adjustment  

As Restated for the Six

Months Ended

September 30, 2017

 
             
Cash Flow from Operating Activities               
Net loss for the period  $(3,005,992)  $(2,212,787)  $(5,218,779)
Items not involving cash:               
Share-based payments   1,725,000    -    1,725,000 
Amortization   3,681    -    3,681 
Changes in non-cash working capital items:               
Advances receivable   (651,110)   (1)   (651,111)
Prepaids and deposits   76,748    -    76,748 
Accounts payable and accrued liabilities   355,802    (229,010)   126,792 
Payroll liabilities   86,384    -    86,384 
                
Cash Used in Operating Activities   (1,409,487)   (2,441,798)   (3,851,285)
                
Cash Flow from Investing Activity               
Purchase of property, plant and equipment   (3,458,878)   2,441,798    (1,017,080)
                
Cash used in Investing Activity   (3,458,878)   2,441,798    (1,017,080)
Cash Flow from Financing Activities               
Proceeds from issuance of common stock   784,975    -    784,975 
Proceeds from long-term debt   6,500,000    -    6,500,000 
                
Cash provided by Financing Activities   7,284,975    -    7,284,975 
Increase in Cash   2,416,610    -    2,416,610 
Cash, Beginning of Period   1,584,684    -    1,584,684 
                
Cash, End of Period  $4,001,294   $-   $4,001,294 

 

19

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward Looking Statements

 

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions.

 

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our unaudited interim consolidated financial statements for the six months ended September 30, 2017 are expressed in US dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. They reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of our interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for our fiscal year ending March 31, 2018. Our unaudited consolidated financial statements and notes included therein have been prepared on a basis consistent with and should be read in conjunction with our audited financial statements and notes for the year ended March 31, 2017, as filed in our annual report on Form 10-K.

 

The following discussion should be read in conjunction with our interim financial statements and the related notes that appear elsewhere in this quarterly report.

 

Business Overview

 

Gold Torrent, Inc. (the “Company”) was incorporated in Nevada as Celldonate Inc. on August 15, 2006. Historically we were in the business of developing mobile monetization solutions and applications. On September 10, 2013, certain shareholders, including the Company’s current Chief Executive Officer and its President, acquired approximately 53% of the Company’s issued and outstanding common stock resulting in a change of control. In connection with the transaction, Daniel Kunz was appointed Executive Chairman and Ryan Hart was appointed Chief Executive Officer and President. Thereafter the Company began to focus on acquiring ownership in late-stage exploration to development stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America. On January 16, 2014, the Company changed its name to “Gold Torrent, Inc.” in order to better reflect the direction and business of the Company. On that date, the Company also amended its Articles of Incorporation to (i) effectuate a reverse split of the Company’s common stock on a 1 for 5 basis; and (ii) increase the number of the Company’s authorized capital stock to 220,000,000 of which 200,000,000 were classified as common stock and 20,000,000 were classified as “blank check” preferred stock. On November 19, 2014, the Company entered into a Spin-off Agreement (the “Agreement”) with a company controlled by a former shareholder to sell all intellectual property and assets associated with the previous business of the Company, pursuant to which the Company was released from certain liabilities amounting to $420,653. Daniel Kunz was subsequently named Chief Executive Officer and Chairman and Mr. Hart was named President.

 

Going forward, the Company plans to focus on acquiring ownership in late-stage exploration to development-stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America but may pursue other profitable business opportunities that are available to us. Our main focus will be on identifying solid resources, and then utilize funding to bring a distressed asset into production, while either securing equity ownership or rights of title in the form of royalties. We are targeting pre-production resource projects that are well understood and show strong financial projections and low capital intensity, where we can apply capital to take the projects into production within 12-36 months.

 

On November 5, 2014, the Company signed an Exploration and Option to Enter Joint Venture Agreement with Miranda U.S.A., Inc. (“Miranda”) for the Willow Creek project in Alaska (the “Exploration and Option Agreement”). The Exploration and Option Agreement provides the Company with the right to earn up to 70% interest in a joint venture with Miranda Gold Corp. by making certain expenditures over the next three years totaling US$10 million. The initial principal terms of the Exploration and Option Agreement provided that the Company would earn an initial 20% interest in the Willow Creek gold project by incurring an initial work commitment of $1,070,000 before November 5, 2015 in costs related to exploration and development of the project. On September 2, 2015 Miranda granted the Company a six-month extension to the dates related to the earn-in. Therefore, the Company would earn an initial 20% interest in the Willow Creek gold project by incurring an initial work commitment of $1,070,000 before May 5, 2016 in costs related to exploration and development of the project. While the Company shall be the manager of the initial joint venture, the management committee during the initial earn–in period shall be comprised of one nominee from the Company and one nominee from Miranda.

 

20

 

 

Upon completion of the initial work commitment, the Company could then either terminate the agreement or exercise an option to enter into a limited liability company (“JV”) with Miranda under the following terms:

 

 

Miranda will assign the underlying twenty-year lease that includes 8,700 acres of patented mining claims and State Claims on the

Lucky Shot project to the JV and Miranda will retain a 30% participating interest in the JV;

     
 

The Company will solely fund the next US$8.93 million of expenditures on the JV to earn a 70% interest in the JV while Miranda

will hold the remaining 30%; and

     
  The Company shall be entitled to 90% of the cash flow from production at the Lucky Shot project until it recovers its US$10 million initial capital investment, and 80% of the cash flow from production thereafter until it recovers any of its initial investment that exceeds $10 million, and thereafter shall be entitled to 70% of project cash flows. Miranda shall be entitled to 10%, 20% and 30%, respectively, of the Lucky Shot cash flow.

 

The Company plans to complete initial engineering, resource, permitting, and economic studies during the initial earn-in period with a goal to bring the Lucky Shot project, beginning initially in the Coleman area gold resource area, into production as soon as possible. Expansion and exploration drilling is planned during construction and during commercial production and is expected to expand the initial known mineralization well beyond the current levels.

 

On January 15, 2015, and January 6, 2016 the Company paid $150,000 for a Lease Agreement between Miranda USA Inc. and a private company, and the amount was included in prepaid expenses and expensed over 12 months. In addition, the Company is committed to paying $150,000 each year on January 15. The purpose of this lease is to afford Miranda USA Inc. the opportunity to enter onto and produce minerals from certain patented and State of Alaska mining claims located in the State of Alaska. This lease is to be transferred by Miranda to the joint venture upon the Company earning its initial 20% interest.

 

On May 25, 2016, the Company received formal notice from Miranda that the Company has acquired a permanent 20% interest in the Lucky Shot project by virtue of meeting the initial earning required expenditures.

 

The Company engaged third party consultants to complete a Preliminary Feasibility Study on its Lucky Shot Project. The Preliminary Feasibility Study for the Lucky Shot Project was completed September 30, 2016. The study concludes, “The Project is projected to have robust economics at the base case gold and silver prices of $1,175/oz. and $15.00/oz. respectively. The Project would be economically viable based on the parameters considered in this study. The base case scenario produces approximately 79,100 salable ounces of gold and 7,700 salable ounces of silver over a 4.5-year period. The Project is most sensitive to the gold price and to operating costs, but not as sensitive to capital costs. The base case economic analysis of the Project shows an After-Tax NPV-10 of $5.28 million using a 200-tonne/day crushing/grinding/gravity separation plant. The total required initial and working capital is $16.2 million and reaches pay-back in 1.9 years at an after tax IRR of 21.8%.”

 

On July 8, 2016, the Company purchased for $100,507 a 30-acre parcel of private, undeveloped land in Alaska near the Lucky Shot project for the siting of a gold recovery plant.

 

During August 2016, the Company conducted assessment work on the project’s State of Alaska claim blocks. One 640-foot surface core drill hole was completed in an area underlain by the eastern extension of the Murphy Vein block. This drill hole was designed to test the concept that the zone encountered in the 2005 – 2009 prior owner drilling program extends across the valley floor at a depth of about 350 feet. The success of the drill hole provides a much larger resource target area for future exploration drilling. Following are interval assays:

 

                Gold Grade 
From   To   Feet   Meters   (opt)   (g/t) 
 124    125    1    0.3    0.017    0.53 
 339    347    8    2.6    0.019    0.58 
 352    359    7    2.3    0.008    0.24 

 

During August and September a third party consulting and engineering firm completed geotechnical and environmental baseline assessment work on the gold plant mill site including:

 

21

 

 

  drilled four water monitoring wells
     
  collected baseline water quality samples form the four wells
     
  conducted chemical analysis of the water samples collected
     
  excavated four pits to assess mill foundation load bearing strengths
     
  completed laboratory analysis of the ground materials and
     
  provided survey locations.

 

Detailed design and engineering work for the gold recovery plant was continued through the reporting period. The gravity only gold recovery plant design and final engineering is near complete and ready for construction drawings and plant to be completed. Logistics analyses have been completed for shipment of required plant equipment, materials and supplies from various vendors to the project site. The mine engineering work continued for the period on portal and surface logistics and requirements.

 

On Feb 15, 2017 the Company entered into a convertible preferred note and investment agreement (“Agreement”) with CRH Mezzanine Pte. Ltd., a Singapore private limited company and CRH Funding II Pte. Ltd., a Singapore private limited company (collectively, “CRH”) for a $2,000,000 convertible preferred note and a $11,250,000 gold and silver prepayment arrangement for the Company’s Lucky Shot Gold Project (the “Streaming Agreement”).

 

Concurrent with the closing and funding of the convertible preferred note, the Company and Miranda U.S.A., Inc., a wholly-owned subsidiary of Miranda Gold Corp of Canada, executed a joint venture operating agreement and formed Alaska Gold Torrent LLC Torrent, LLC, an Alaska limited liability company under which the Company now owns a seventy percent (70%) undivided interest in the Project.

 

Under the terms of the Agreement, the Company borrowed $2,000,000 from the Preferred Note Investor evidenced by convertible preferred notes which will convert into 15% of the shares of common stock of the Company on a post-money basis on the earlier of: (i) a Canadian Going Public Transaction or (ii) funding of the Gold and Silver Prepayment Agreement and following an equity raise by the Company of $5,000,000 or more of which $2,000,000 will be the conversion of the preferred notes. The obligations under the preferred notes are secured by a first priority security interest in all of the assets of the Company pursuant to the terms of a security and pledge agreement.

 

The Company also entered into the Streaming Arrangement among the Stream Investor, the Company, Miranda and Alaska Gold Torrent LLC, under which the Stream Investor will invest up to $11,250,000, which will be credited to the Company’s investment in Alaska Gold Torrent LLC, as follows:

 

  (i) $6,500,000 upon satisfaction of certain Tranche 1 conditions; and,
     
  (ii) $4,750,000 upon satisfaction of certain Tranche 2 conditions including receipt of all necessary permits.

 

The obligations of Alaska Gold Torrent LLC under the Streaming Agreement are secured by a deed of trust, and guaranteed by the Company. In consideration of the $11,250,000 investment by the Stream Investor, Alaska Gold Torrent LLC’s Project will deliver 18% of its annual production of refined gold and silver to the Stream Investor until it has received 20,000 Ounces of gold equivalent; 10% of the annual production until an additional 5,000 Ounces have been delivered; and 5% of the annual production thereafter coming from the patented mining claims of Alaska Gold Torrent LLC and 2.5% of the production coming from the unpatented mining claims. The delivery of Ounces and the repayments under the Gold and Silver Prepayment Agreement shall be borne entirely from the Company’s interest from its Alaska Gold Torrent LLC allocations and cash distributions. Miranda shall be entitled to receive it allocations and the resulting cash distributions using calculations that determine the after-tax cash flow distributions that would have occurred on an “all equity” basis showing cash distributions and allocations assuming the financing had not occurred. The Company is entitled to 90% of the Alaska Gold Torrent LLC cash flow until $10,000,000 is returned, 80% until the remainder of its investment in Alaska Gold Torrent LLC in excess of $10,000,000 is returned and 70% thereafter.

 

Alaska Gold Torrent LLC is subject to certain events of default under the Streaming Agreement including if, from the date of the Tranche 1 drawdown, Alaska Gold Torrent LLC fails to produce at least 5,000 ounces of gold and silver and deliver to the Stream Investor at least 1,000 ounces of gold and silver by the 18th month following the earlier of the date the Lucky Shot Project has achieved commercial production or the 15th month following the closing of the 1st tranche (which took place on August 8, 2017) (the “First Delivery Date”); produce at least 10,000 ounces of gold and silver and deliver to CRH at least 2,000 ounces of gold and silver by the 24th month after the First Delivery Date; produce 20,000 ounces of gold and silver and deliver to CRH at least 4,000 ounces of gold and silver by the 36th month after the First Delivery Date; deliver CRH at least 10,000 ounces of gold and silver by the 48th month following the First Delivery Date; deliver to CRH at least 19,400 ounces of gold and silver by the 60th month after the First Delivery Date; and deliver to CRH at least 23,900 ounces of gold and silver by the 72nd month after the First Delivery Date; and deliver to CRH at least 28,000 ounces of gold and silver by the 84th month following the First Delivery Date.

 

22

 

 

In consideration for the commitments under the Agreement, the Company issued the Preferred Note Investor common stock purchase warrants to purchase two million shares of common stock of the Company at an exercise price of $0.50 per share for a period of three years from the date of issuance. In conjunction with the transaction, the Company and the Preferred Note Investor also entered into an Investor Rights Agreement, and an Indemnity Agreement. The convertible preferred note and warrants were issued in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D as promulgated by the SEC under the Securities Act.

 

As part of the Agreement, CRH nominated Mr. Pat Okita, PhD to join the Gold Torrent board of directors and the board has unanimously approved his appointment. Mr Okita joins the board effective Feb 15, 2017

 

On February 14, 2017 the Company received $1,900,000 in proceeds from the note, net of CRH’s legal expenses, to be used as part of the Company’s initial investment in the Project.

 

On June 27, 2017, the Company and CRH agreed, after the satisfaction by Alaska Gold Torrent of a majority of the Tranche 1 closing conditions, to amend certain provisions of the Streaming Agreement and concurrently close on one-half of Tranche 1 in the amount of $3,250,000. The second half of Tranche 1, also in the amount of $3,250,000, was consummated on August 8, 2017 upon satisfaction of the final closing conditions.

 

The Company has acquired a permanent 70% interest in the Lucky Shot project by virtue of meeting the earn-in required expenditures. In addition, Miranda contributed mineral property leases valued at $4,285,714 to the Lucky Shot project.

 

As at September 30, 2017, mineral property interest consists of:

 

Mineral property leases  $4,285,714 

 

Cumulative Funding to Alaska Gold Torrent LLC:

 

As at September 30, 2017, the Company provided funding to Alaska Gold Torrent, LLC in the total amount of $9,886,925. This consists of cumulative acquisition, exploration, engineering costs and capital contributions of $2,886,925 as at March 31, 2017, and $7,000,000 in additional funding during the three months ended September 30, 2017:

 

 

As at March 31, 2017  $2,886,925 
Current period funding   500,000 
Tranche 1 Streaming Agreement financing   6,500,000 
   $9,886,925 

 

On August 28, 2017, Gold Torrent, Inc. and its subsidiary Alaska Gold Torrent, LLC, entered into a Mining Services Agreement with Mining & Environmental Services, LLC for development of the Registrant’s Luck Shot Mine, and other related mining services, including the development of the land located around the mine. If fully completed, it is estimated the Registrant will pay approximately $4,500,000 for such services. The Agreement contains customary representations, warranties and covenants by the parties for like transactions.

 

Planning continues for project permitting, staffing, training and project initiation.

 

Since our inception, we have incurred operational losses. We have also accumulated net losses since our inception and incurred a net loss for the most recent audited and interim periods. To finance our operations, we have received advances from related parties, loan payables and completed several rounds of financing, raising $9,128,775 through private placements of our common stock and investors funding.

 

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Results of Operations

 

For the Three Months ended September 30, 2017

 

During the three months ended September 30, 2017, we recognized $nil income, compared to $nil during the same period in the prior year.

 

During the three month period ended September 30, 2017, we recognized a loss from continuing operations of $2,552,403, compared to a loss of $403,245 during the same period in the prior year.

 

Our net loss per share for the three months ended September 30, 2017 was $0,10. Our net loss per share for the three months ended September 30, 2016 was $0.03,

 

During the three months ended September 30, 2017, we incurred total expenses of $2,552,403, compared to total expenses of $403,245 during the same period in the prior year.

 

Our total expenses during the three months ended September 30, 2017 consisted of $93,889 in accounting and legal fees, $Nil in development costs, $391,940 in executive compensation and payroll, $1,898,073 in Development Cost, $115,543 in insurance, $Nil in Advertising, $6,013 in licenses and fees, $465 in bank charges, $1,942 in amortization, $14,105 in travel costs, and $30,433 in office expenses. For the same period ended September 30, 2016, we incurred expenses of $40,253 in accounting and legal fees, $251,778 in exploration and evaluation costs, $121,250 in executive compensation, $45,139 in licenses and fees, $347 in bank charges and finance fees, $9,505 in travel costs, and $973 in office expenses. Our total expenses are significantly higher for nearly all expenses. The increase in expenses is mainly due to the increased activities and progress of the Lucky Shot property start up.

 

For the Six Months ended September 30, 2017

 

During the six months ended September 30, 2017, we recognized $nil income, compared to $nil during the same period in the prior year.

 

During the six month period ended September 30, 2017, we recognized a loss from continuing operations of $5,218,779, compared to a loss of $748,010 during the same period in the prior year.

 

Our net loss per share for the six months ended September 30, 2017 was $0,20. Our net loss per share for the six months ended September 30, 2016 was $0.06,

 

During the six months ended September 30, 2017, we incurred total expenses of $5,218,779, compared to total expenses of $814,010 during the same period in the prior year.

 

Our total expenses during the six months ended September 30, 2017 consisted of $174,321 in accounting and legal fees, $2,212,788 in development costs, $754,916 in executive compensation and payroll, $1,725,000 in share based payments, $214,148 in insurance, $12,049 in Advertising, $11,691 in licenses and fees, $793 in bank charges, $3,681 in amortization, $38,524 in travel costs, and $70,851 in office expenses. For the same period ended September 30, 2016, we incurred expenses of $75,553 in accounting and legal fees, $414,360 in exploration and evaluation costs, $242,500 in executive compensation, $50,499 in licenses and fees, $1,584 in bank charges and interest, $23,193 in travel costs, and $6,321 in office expenses. Our total expenses are significantly higher for nearly all expenses. The increase in expenses is mainly due to the increased activities and progress of the Lucky Shot property start up.

 

Liquidity and Capital Resources

 

We have limited operational history, and did not generate any revenues. As of September 30, 2017, we had $4,001,294 in cash, $651,111 in advances receivable, $229,041 in receivables, and $76,739 in prepaid expenses for a total of $4,958,185 in current assets and $1,274,033 in current liabilities and a working capital of $3,684,152.

 

As of September 30, 2017, we had $5,704,488 in long term assets, $8,500,000 in long term liabilities As of September 30, 2017, we had an accumulated deficit of $7,645,135. We are dependent on funds raised through equity financing, related parties, and loan payables. Our operations were funded by equity financing and stream agreement funding. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

 

During the six months ended September 30, 2017, we used $3,851,285 in cash on continuing operating activities, and used $1,017,080 in investing activities and received net $7,284,975 from cash provided by financing activities and gained cash of $2,416,610. During the same period in fiscal 2016 we used $669,230 in cash on continuing operating activities, and received net $866,207 from cash provided by financing activities and increased cash of $96,470.

 

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During the six months ended September 30, 2017, we received $784,975 in proceeds from issuance of common stock, and $6,500,000 in gold pre-purchase. We received $4,285,714 in mineral property leases from Miranda USA Inc. For the period ending September 30, 2016 we made payments of approximately $93,793 on the outstanding stockholders’ loan balance and received an additional $960,000.in proceeds from issuance of common stock. For the period ending September 30, 2017 the Company has accrued interest of $125,479 and amortization of $3,681(March 31, 2016 - $936 and $nil).

 

During the six months ended September 30, 2017, our monthly cash requirements to fund our operating activities, including advances from former related parties, was approximately $320,940 compared to approximately $111,538 during the same period in fiscal 2016. In the absence of the continued sale of our common stock or advances from the former or new related parties, our cash of $4,001,294 as of September 30, 2017 is sufficient to cover our current monthly burn rate for the foreseeable future and enough to pay our current liabilities balance of $1,274,033.

 

Future Financings

 

The Company entered into the Streaming Arrangement among the Stream Investor, the Company, Miranda and Alaska Gold Torrent LLC, under which the Stream Investor will invest up to $11,250,000, which will be credited to the Company’s investment in Alaska Gold Torrent LLC, as follows:

 

  (i) $6,500,000 upon satisfaction of certain Tranche 1 conditions; and,
     
  (ii) $4,750,000 upon satisfaction of certain Tranche 2 conditions including receipt of all necessary permits.

 

Alaska Gold Torrent LLC is subject to certain events of default under the Gold and Silver Prepayment Agreement including if, from the date of the Tranche 1 drawdown, Alaska Gold Torrent LLC fails to produce at least 5,000 and deliver to the Stream Investor at least 1,000 Ounces by the 18th month; produce at least 10,000 and deliver to the Stream Investor at least 2,000 Ounces by the 24th month; produce 20,000 and deliver to the Stream Investor at least 4,000 Ounces by the 36th month; deliver to the Stream Investor at least 10,000 Ounces by the 48th month; deliver to the Stream Investor at least 19,400 Ounces by the 60th month; and deliver to the Stream Investor at least 23,900 Ounces by the 72nd month.

 

The development plan is to initiate gold production based on the PFS and not based on a full feasibility study of the mineral reserves demonstrating that level of economic and technical viability. Readers are cautioned that there is increased uncertainty and higher risk of economic and technical failure associated with such production decisions.

 

On June 27, 2017, the Company and CRH agreed, after the satisfaction by Alaska Gold Torrent of a majority of the Tranche 1 closing conditions, to amend certain provisions of the Streaming Agreement and concurrently close on one-half of Tranche 1 in the amount of $3,250,000. The second half of Tranche 1, also in the amount of $3,250,000, was consummated on August 8, 2017 upon satisfaction of the final closing conditions.

 

We have not generated any revenues, have achieved losses since our inception, and rely upon the sale of our securities, loans and advances from related parties to fund our operations. We anticipate that we will incur substantial losses for the foreseeable future, and we are dependent upon outside financing to carry out our operations. Our unaudited consolidated interim financial statements for the period ended September 30, 2017 have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.

 

Off-Balance Sheet Arrangements

 

We do not have any off balance sheet arrangements.

 

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Critical Accounting Policies

 

Our unaudited interim financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our unaudited interim financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management.

 

Foreign Currency Translation

 

Our unaudited financial statements are presented in United States dollars. Transactions in currencies other than the U.S. dollar are translated into U.S. dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, excluding amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net loss.

 

Share-Based Payments

 

The Company records all share-based payments at fair value. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized through profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.

 

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.

 

At each balance sheet date, the amount recognized as an expense is adjusted to reflect the actual number of stock options expected to vest. On the exercise of stock options, common stock is recorded for the consideration received and for the fair value amounts previously recorded to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payments.

 

Recent Accounting Guidance Adopted

 

The Company has adopted Accounting Standards Update (“ASU”) 2014-10, Development Stage Entities, which eliminates certain financial reporting requirements. As such, these interim financial statements no longer present inception-to-date information on the statements of operations, cash flows, and stockholders’ deficiency. In addition, these interim financial statements are no longer labeled as a, “development stage entity”.

 

In August 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-15, Presentation of Financial Statements-Going Concern. This ASU is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. It is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company does not expect it to have a material effect on the Company’s financial condition, results of operations, and cash flows.

 

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU amends ASC 360, Property, Plant and Equipment and expands the disclosures for discontinued operations, and requires new disclosures for disposals of individually significant components that do not meet the new definition of a discontinued operation and are classified as assets held for sale. These provisions are effective for annual and interim periods beginning after December 15, 2014. The Company does not expect it to have a material effect on the Company’s financial condition, results of operations, and cash flows.

 

Inflation

 

The amounts presented in the unaudited interim financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

 

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Item 4. Controls and Procedures

 

Disclosure Controls

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) designed to provide reasonable assurance the information required to be reported in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified and pursuant to Securities and Exchange Commission (“SEC”) rules and forms, including controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

 

Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining effective internal control over financial reporting. Under the supervision of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over consolidated financial reporting as of September 30, 2017 using the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting as of September 30, 2017, we determined that there were significant deficiencies that constituted material weaknesses, as described below.

 

1. We do not have a majority of independent directors.
   
2. All cash management is conducted solely by one officer and confirmed by a second officer, which may result in the misappropriation of funds.
   
3. The lack of independent directors exercising an oversight role increases the risk of management override and potential fraud.
   
4. We are in the development stage with limited resources and limited monitoring of internal control and assessment of risk is conducted.

 

Management continuously evaluates remediation plans for the above control deficiencies.

 

In light of the existence of these control deficiencies, management concluded that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

 

As a result, management has concluded that we did not maintain effective internal control over financial reporting as of September 30, 2017 based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

 

Changes in Internal Control

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) during the Three months ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are: (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

 

Item 2. Unregistered Sales of Equity Securities

 

On April 7, 2017, the company authorized the issuance of Four Million (4,000,000) shares of its common stock, par value $0.001 per share to certain members of the Company’s management and technical team for their outstanding service to the Company.

 

Also on April 7, 2017, the Company authorized options to purchase Three Million (3,000,000) shares of Common Stock to officers, directors, key employees and managers in order to compensate, retain and incentivize such personnel. The Options are exercisable for five years and vest equally over three years with one-third of the number of Option Shares vesting immediately.

 

On March 23, 2017, the Company issued 2,100,000 bonus restricted shares of common stock as compensation to its current management and technical team with a value of $0.50 per share.

 

The maximum aggregate number of common shares that may be issued under this Plan are 4,000,000 restricted bonus shares. The Shares have not been registered under the Securities Act. The Bonus Shares shall be restricted from sale, transfer or hypothecation, for the longer of: i) a one year period from the grant date; and, ii) the date when Lucky Shot Project is in receipt of all required permits authorizations, licenses, certificates, and other necessary approvals required for and achieves commercial production;

 

On March 23, 2017, the board also approved the granting up to 2,175,000 Options to directors, officers, employees, subsidiary employees and advisors. The Options shall vest with 1/3 of the award amount exercisable immediately upon issuance, 1/3 of the award exercisable on the date that is one year from the grant date, and 1/3 of the award exercisable on the date that is two years from the grant date. The Options shall expire (5) years from the grant date. Of the total number, 1,775,000 options were issued for $0.50 per share strike price and 400,000 options were issed to its current CEO and Chairman for $0.55 per share strike price as required by the 2016 Stock Option and Bonus Plan.

 

All of the securities set forth above were issued without registration under the Securities Act of 1933, as amended, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act or the provisions of Rule 504 of Regulation D promulgated under the Securities Act. The securities have not been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company did not utilize an underwriter of placement agent in connection with the Offering of any of its securities.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None

 

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Item 6. Exhibits

 

Exhibit
Number
  Exhibit
Description
     
31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
     
32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 8**
     
101.INS   XBRL Instance Document*
     
101.SCH   XBRL Taxonomy Extension Schema*
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase*
     
101.DEF   XBRL Taxonomy Extension Definition Linkbase*
     
101.LAB   XBRL Taxonomy Extension Label Linkbase*
     
101.PRE   XBRL Taxonomy Presentation Linkbase*

 

* Filed herewith.

 

** Furnished herewith.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: January 10, 2018

GOLD TORRENT, INC.
     
  By: /s/ Daniel Kunz
    Daniel Kunz
    Chief Executive Officer and Chairman
     
  By: /s/ Alexander Kunz
    Alexander Kunz
    Chief Financial Officer and Director

 

30