THIS
INDEMNITY AGREEMENT is dated ●, 2018.


 


B E T W E E N :


 


GOLD
TORRENT (CANADA) INC., a company


incorporated under the laws of British Columbia


 


(the
“Company”)


 


-
and -


 


●of
[●]


 


(the
“Indemnified Party”)


 


Context


 


	A.	The
    Company is a company governed by the Act.
	 	 
	B.	The
    Indemnified Party has, at the request of the Company, accepted the position of director of the Company and may, at the request
    of the Company, accept the position of officer of the Company or act as a director or officer, or act in an equivalent capacity,
    of one or more Associated Corporations (“Indemnified Capacity”).


 


THEREFORE,
the Parties agree as follows:


 


	1.	Definitions


 


In
this Agreement, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:


 


	1.1	“Act”
    means the Business Corporations Act (British Columbia).
	 	 
	1.2	“Agreement”
    means this agreement, as it may be confirmed, amended, modified, supplemented or restated by written agreement between the
    Parties.
	 	 
	1.3	“Associated
    Corporation” means:


 


	 	1.3.1	a
    corporation of which the Indemnified Party is or was a director or officer at a time when that corporation is or was an affiliate
    of the Company;
	 	 	 
	 	1.3.2	any
    other corporation of which the Indemnified Party is or was a director or officer at the request of the Company; and
	 	 	 
	 	1.3.3	any
    other partnership, trust, joint venture or other unincorporated entity for which the Indemnified Party is or was a director
    or officer, or holds or held a position equivalent to director or officer, at the request of the Company.


 


	1.4	“Business
    Day” means any day other than a Saturday, Sunday or statutory holiday in the Province of British Columbia.
	 	 
	1.5	“Company”
    is defined in the recital of the Parties above.


 




    	 



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	1.6	“Derivative
    Action” means an Eligible Proceeding by or on behalf of the Company or any Associated Corporation brought against
    the Indemnified Party.
	 	 
	1.7	“Eligible
    Penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an Eligible
    Proceeding.
	 	 
	1.8	“Eligible
    Proceeding” means any legal proceeding or investigative action, whether current, threatened, pending or completed,
    in which the Indemnified Party or any of the heirs and personal or other legal representatives of the Indemnified Party:


 


	 	1.8.1	is
    or may be joined as a party; or
	 	 	 
	 	1.8.2	is
    or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, that proceeding,


 


by
reason of the Indemnified Party being or having been a director or officer of, or holding or having held a position equivalent
to that of a director or officer of, the Company or any Associated Corporation, and includes any action to establish a right to
indemnification under this Agreement.


 


	1.9	“Expenses”
    includes costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or
    amounts paid in settlement of a proceeding.
	 	 
	1.10	“Indemnified
    Party” is defined in the recital of the Parties above.
	 	 
	1.11	“Parties”
    means the Company and the Indemnified Party collectively, and “Party” means any one of them.


 


	2.	General
    Indemnity


 


Subject
to Sections 3, 5, and 7, the Company, to the extent permitted by law, indemnifies the Indemnified Party from and against all Eligible
Penalties and all Expenses actually and reasonably incurred by the Indemnified Party in respect of any Eligible Proceeding.


 


	3.	Indemnification
    in Derivative Actions


 


In
respect of any Derivative Action, the Company will, at the Indemnified Party’s request, apply at the Company’s own
expense to a court of competent jurisdiction for approval to indemnify the Indemnified Party against all Eligible Penalties and
all Expenses actually and reasonably incurred by the Indemnified Party in connection with that Derivative Action, as well as for
approval to advance money to the Indemnified Party under Section 4.


 


	4.	Advance
    of Expenses


 


Subject
to Sections 5 and 7, the Company will, prior to the final disposition of an Eligible Proceeding, advance moneys to the Indemnified
Party:


 


	4.1	for
    the Expenses referred to in Section 2, provided that at the time of the advance of those Expenses, the Company does not have
    reasonable grounds to believe that the Indemnified Party has not met the conditions of Section 6.1; and
	 	 
	4.2	for
    the Expenses referred to in Section 3, provided the Company receives the approval of a court of competent jurisdiction as
    contemplated by Section 3.


 




    	 



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It
will not be necessary for the Indemnified Party to pay those Expenses and then seek reimbursement; the Indemnified Party may provide
invoices, bills and statements of account for those Expenses to the Company for direct payment by the Company, and the Company
will pay those amounts.


 


	5.	Scope
    and Survival


 


 












	5.1	This
    Agreement will:







 


	 	5.1.1	have
    effect as of the first date that the Indemnified Party acted for the Company or any Associated Corporation in an Indemnified
    Capacity; and
	 	 	 
	 	5.1.2	survive
    any resignation by the Indemnified Party from any Indemnified Capacity, and any other circumstance by reason of which the
    Indemnified Party will cease to act in an Indemnified Capacity.


 


	6.	Limitation


 


	6.1	The
    Company will not indemnify the Indemnified Party under this Agreement unless the Indemnified Party:


 


	 	6.1.1	in
    relation to the subject matter of the Eligible Proceeding, acted honestly and in good faith with a view to the best interests
    of the Company or of the Associated Corporation, as the case may be; and
	 	 	 
	 	6.1.2	in
    the case of an Eligible Proceeding other than a civil proceeding, had reasonable grounds for believing that the Indemnified
    Party’s conduct in respect of which the Eligible Proceeding was brought was lawful.


 


	6.2	The
    Company will not indemnify the Indemnified Party under this Agreement for:


 


	 	6.2.1	any
    Eligible Penalties or Expenses incurred in the course of any action or other proceeding initiated by the Indemnified Party
    with respect to any claim the Indemnified Party has against the Company or any Associated Corporation;
	 	 	 
	 	6.2.2	any
    Eligible Penalties or Expenses related to any action or proceeding initiated by the Indemnified Party against any other person
    or entity unless the Company or Associated Corporation has joined with the Indemnified Party in, or consented to, the initiation
    of that action or proceeding;
	 	 	 
	 	6.2.3	any
    Eligible Penalties or Expenses related to claims by the Company or Associated Corporation for the forfeiture and recovery
    by the Company or Associated Corporation, as applicable, of bonuses or other compensation received by the Indemnified Party
    from the Company or Associated Corporation due to the Indemnified Party’s violation of applicable securities laws or
    other laws.


 




    	 



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	7.	Repayment
    of Indemnification Payments


 


	7.1	If,
    at the conclusion of any Eligible Proceeding with respect to which indemnification is provided under this Agreement:


 


	 	7.1.1	there
    is a final judicial or quasi-judicial determination establishing that the Indemnified Party has not fulfilled the conditions
    of Section 6.1 in respect of any amounts advanced or paid by the Company; or
	 	 	 
	 	7.1.2	the
    payment of any amounts advanced or paid by the Company is otherwise prohibited by section 163 of the Act;


 


the
Indemnified Party undertakes to pay, and will pay, those amounts to the Company.


 


	7.2	If
    the Indemnified Party receives indemnification or reimbursement from a source other than the Company for all or part of any
    Eligible Penalties or Expenses already advanced or paid by the Company to the Indemnified Party, then the amount received
    by the Indemnified Party from that other source will be paid by the Indemnified Party to the Company.
	 	 
	7.3	The
    Indemnified Party will repay to the Company all advances of Eligible Penalties or Expenses under this Agreement not actually
    required or used by the Indemnified Party.
	 	 
	7.4	All
    amounts payable by the Indemnified Party to the Company under this Agreement will be paid within 30 Business Days of the Company’s
    written request for payment and will bear interest after their due date until paid in full at the variable annual interest
    rate announced and adjusted from time to time by [Name of Bank] as its reference rate for determining interest rates
    on Canadian dollar commercial loans made by it in Canada, and which it may refer to as its “prime rate” or “prime
    lending rate”, plus ●%.


 


	8.	General


 


Entire
Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement
and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and
there are no representations, warranties or other agreements between the Parties in connection with the subject matter of this
Agreement except as specifically set out in this Agreement. No Party has been induced to enter into this Agreement in reliance
on, and there will be no liability assessed, either in tort or contract, with respect to, any warranty, representation, opinion,
advice or assertion of fact, except to the extent it has been reduced to writing and included as a term in this Agreement.


 


	8.1	Notice
    of a Claim. Promptly, and in any event no later than ten Business Days after receipt by the Indemnified Party of a written
    notice of a claim or threatened claim against it which may result in a demand for indemnification under this Agreement, the
    Indemnified Party will give written notice to the Company of the claim or threatened claim. A notice delivered under this
    Section will include a description of the claim or threatened claim, a summary of the facts giving rise to the claim or threatened
    claim and, if possible, an estimate of any potential liability arising under the claim or threatened claim. Failure by the
    Indemnified Party to notify the Company of any claim or threatened claim will not relieve the Company from its obligations
    under this Agreement or otherwise limit its liability, except to the extent that the claim includes legal proceedings and
    the failure of the Indemnified Party to notify the Company within the required time limits prejudices the defence of the claim.


 




    	 



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	8.2	Notices.
    Any notice or other communication required or permitted by this agreement to be given or made to a party must be in writing
    and either delivered personally or by courier, sent by prepaid registered mail, or transmitted by e-mail to that party addressed
    as follows:


 


to
the Company at:


 


Gold
Torrent (Canada) Inc.


960
Broadway Avenue


Suite
530


Boise,
Idaho


83706


 


	 	Attention:	Daniel Kunz
	 	E-mail:	dan.kunz@goldtorrentinc.com


 


with
a copy to:


 


Gowling
WLG (Canada) LLP


550
Burrard Street


Suite
2300, Bentall 5


Vancouver,
British Columbia


V6C
2B5


 


	 	Attention: 	Brett Kagetsu
	 	E-mail:	Brett.kagetsu@gowlingwlg.com


 


to
the Indemnified Party at:


 


●


 


	 	E-mail:	●


 


or
at any other address as any party may at any time advise the other by notice in writing given in accordance with this Section
8.2. Any notice or other communication delivered to the party to whom it is addressed will be deemed to have been given and received
on the day it is delivered at that party’s address, provided that if that day is not a Business Day or if it is received
after 5:00 p.m. (local time of the recipient) then the notice or other communication will be deemed to have been given and received
on the next Business Day. Any notice or other communication sent by prepaid registered mail will be deemed to have been given
and received on the fifth Business Day after which it is mailed. If a strike or lockout of postal employees is then in effect,
or generally known to be impending, every notice or other communication must be delivered personally, by courier or transmitted
by e-mail. Any notice or communication transmitted by e-mail will be deemed to have been given and received on the day on which
it is transmitted; but if the notice or communication is transmitted on a day which is not a Business Day or after 5:00 p.m. (local
time of the recipient), it will be deemed to have been given and received on the next Business Day.


 


	8.3	Headings.
    The division of this Agreement into sections and subsections and the insertion of headings are for convenience of reference
    only and will not affect the construction or interpretation of this Agreement.


 






    	 



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	8.4	References.
    References in this Agreement to a section, subsection or paragraph are to be construed as references to a section, subsection
    or paragraph of this Agreement unless the context requires otherwise.
	 	 
	8.5	Successors
    and Assigns. This Agreement and the rights and obligations under it are not assignable by either Party without the prior
    written consent of the other Party.
	 	 
	8.6	Enurement.
    This Agreement will enure to the benefit of and be binding upon the Parties and their respective heirs, legal representatives,
    successors and permitted assigns.
	 	 
	8.7	Severability.
    Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will not invalidate the remaining
    provisions of this Agreement, and any such invalid or unenforceable provision will be deemed to be severed. The prohibition
    against or unenforceability of a provision in one jurisdiction will not invalidate that provision or render it unenforceable
    in any other jurisdiction.
	 	 
	8.8	Further
    Assurances. The Parties will, with reasonable diligence, do all things and provide all reasonable assurances as may be
    required to, and each Party will provide any further documents or instruments required by the other Party as may be reasonably
    necessary or desirable to, give effect to this Agreement and carry out its provisions.
	 	 
	8.9	Governing
    Law. This Agreement is governed by, and is to be construed in accordance with, the laws of the Province of British Columbia
    and the laws of Canada applicable in that Province.
	 	 
	8.10	Counterparts.
    This Agreement may be executed by the Parties in one or more counterparts, each of which when so executed and delivered
    will be an original, and those counterparts together will constitute one and the same instrument. Delivery of this Agreement
    by e-mail constitutes valid and effective delivery.
	 	 
	8.11	Acknowledgement—Independent
    Legal Advice. Each Party acknowledges that it has:


 


	 	8.11.1	had
    the opportunity to receive independent legal advice from its own lawyers with respect to the terms of this Agreement before
    its execution;
	 	 	 
	 	8.11.2	read
    this Agreement, understands it, and agrees to be bound by its terms and conditions; and
	 	 	 
	 	8.11.3	received
    a copy of this Agreement.


 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 




    	 



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Each
of the Parties has executed and delivered this Agreement as of the date noted at the beginning of the Agreement.





 





	 	GOLD TORRENT (CANADA) INC.
	 	 	        
	 	Per:	 
	 	Name:	 
	 	Title:	 


 


	 	 
	 	[NAME]