EXECUTION
COPY


 


 






 


CONVERTIBLE
PREFERRED NOTE PURCHASE

AND INVESTMENT AGREEMENT


 


among


 


CRH
MEZZANINE PTE. LTD.


 


and


 


CRH
FUNDING II PTE. LTD.


 


and


 


GOLD
TORRENT, INC.


 


February
9, 2017


 


 



 




    	 	 	 



    


    

 


TABLE
OF CONTENTS


 


	SECTION 1.	 	PURCHASE
    AND SALE OF SECURITIES.	2
	1.1.	 	Total
    Commitment.	2
	1.2.	 	Issue
    and Sale.	3
	1.3.	 	Closing.	3
	1.4.	 	Company
    Closing Deliveries.	3
	1.5.	 	Investor
    Closing Deliveries.	4
	SECTION 2.	 	REPRESENTATIONS
    AND WARRANTIES OF THE COMPANY.	4
	2.1.	 	Corporate
    Organization.	4
	2.2.	 	Subsidiaries.	5
	2.3.	 	Capitalization.	5
	2.4.	 	Corporate
    Proceedings, etc.	6
	2.5.	 	Consents
    and Approvals.	7
	2.6.	 	Absence
    of Defaults, Conflicts, etc.	7
	2.7.	 	Financial
    Statements.	7
	2.8.	 	Absence
    of Certain Developments.	7
	2.9.	 	Compliance
    with Law.	8
	2.10.	 	Litigation.	9
	2.11.	 	Material
    Contracts.	10
	2.12.	 	Absence
    of Undisclosed Liabilities.	10
	2.13.	 	Employees.	11
	2.14.	 	Tax
    Matters.	12
	2.15.	 	Employee
    Benefit Plans.	12
	2.16.	 	Intellectual
    Property.	12
	2.17.	 	Title
    to Personal Property.	13
	2.18.	 	Condition
    of Properties.	13
	2.19.	 	Insurance.	13
	2.20.	 	Transactions
    with Related Parties.	13
	2.21.	 	Registration
    Rights.	13
	2.22.	 	SEC
    Reporting and Corporate Governance.	14
	2.23.	 	Private
    Offering.	15
	2.24.	 	Brokerage.	16
	2.25.	 	Illegal
    or Unauthorized Payments; Political Contributions.	16
	2.26.	 	Minute
    Books.	17
	2.27.	 	Real
    Property.	17
	2.28.	 	Mining
    Operations.	17
	2.29.	 	Mining
    Rights.	18
	2.30.	 	Mining
    Practice.	19
	2.31.	 	Technical
    Reports.	19
	2.32.	 	Environmental
    and Safety Laws.	19
	2.33.	 	Material
    Facts.	20
	2.34.	 	Interest
    in Competitors.	21



 



    	 	 	 



    


    

 


	SECTION 3.	 	REPRESENTATIONS
    AND WARRANTIES OF EACH INVESTOR	21
	SECTION 4.	 	ADDITIONAL
    COVENANTS OF THE PARTIES	22
	4.1.	 	Resale
    of Securities.	22
	4.2.	 	Covenants
    Pending Closing.	23
	4.3.	 	Exchange
    Act Filings.	23
	4.4.	 	Securities
    Laws Filings..	24
	4.5.	 	Further
    Assurance.	24
	SECTION 5.	 	INVESTOR’S
    CLOSING CONDITIONS	24
	5.1.	 	Closing.	24
	SECTION 6.	 	COMPANY
    CLOSING CONDITIONS	26
	6.1.	 	Representations
    and Warranties.	26
	6.2.	 	Compliance
    with Agreements.	26
	6.3.	 	Officer’s
    Certificate.	26
	6.4.	 	Injunction.	26
	SECTION 7.	 	COVENANTS	27
	7.1.	 	Use
    of Proceeds.	27
	7.2.	 	Lost,
    etc. Certificates Evidencing Shares (or shares of Common Stock); Exchange.	27
	7.3.	 	Reservation
    of Common Stock.	27
	SECTION 8.	 	INTERPRETATION
    OF THIS AGREEMENT	27
	8.1.	 	Terms
    Defined.	27
	8.2.	 	Rules
    of Construction.	32
	8.3.	 	Accounting
    Principles.	32
	8.4.	 	Directly
    or Indirectly.	33
	8.5.	 	Governing
    Law.	33
	8.6.	 	Paragraph
    and Section Headings.	33
	SECTION 9.	 	MISCELLANEOUS	33
	9.1.	 	Notices.	33
	9.2.	 	Expenses
    and Taxes.	34
	9.3.	 	Reproduction
    of Documents.	34
	9.4.	 	Survival;
    Indemnification.	35
	9.5.	 	Public
    Communications	36
	9.6.	 	Successors
    and Assigns; No Third Party Beneficiaries.	36
	9.7.	 	Entire
    Agreement; Amendment and Waiver.	36
	9.8.	 	Severability.	37
	9.9.	 	Limitation
    on Enforcement of Remedies.	37
	9.10.	 	WAIVER
    OF JURY TRIAL.	37
	9.11.	 	Counterparts.	37


 




    	 	 	 



    


    

 


Exhibits


 


EXHIBIT
A – JV Agreement


 


EXHIBIT
B – Preferred Note


 


EXHIBIT
C – Security Agreement


 


EXHIBIT
D – Streaming Agreement


 


EXHIBIT
E – JV Security Agreement


 


EXHIBIT
F – Guarantee


 


EXHIBIT
G – Warrants


 


EXHIBIT
H – Investor Rights Agreement


 


EXHIBIT
I – Indemnity Agreement


 


EXHIBIT
J – Certificate of Officer


 


EXHIBIT
K – Secretary’s Certificate


 


EXHIBIT
L – Investor Certificate


 


EXHIBIT
M – Use of Proceeds Budget


 




    	 	 	 



    


    

 


CONVERTIBLE
PREFERRED NOTE PURCHASE

AND INVESTMENT AGREEMENT


 


THIS
CONVERTIBLE PREFERRED NOTE PURCHASE AND INVESTMENT AGREEMENT dated as of February 9, 2017, (this “Agreement”),
is by and among GOLD TORRENT, INC., a Nevada corporation (the “Company”); CRH MEZZANINE PTE. LTD., a Singapore
private limited company (the “Preferred Note Investor”); CRH FUNDING II PTE. LTD., a Singapore private limited
company (the “Stream Investor”); (collectively, the “Investors”, and individually, an “Investor”).
Unless otherwise defined, capitalized terms used in this Agreement are defined in Section 8.1.


 


WHEREAS,
the Company and each of the Investors are each executing and delivering this Agreement 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 (“Regulation D”);


 


WHEREAS,
the Company is party to an Exploration and Option to Enter Joint Venture Agreement with Miranda U.S.A., Inc. (“Miranda”),
under which the Company owns a seventy percent (70%) undivided interest in the Lucky Shot Project (as defined herein) and concurrent
with the closing of the funding of the Preferred Debt Transaction will execute and deliver a limited liability company operating
agreement, in substantially the form attached as Exhibit A (the “JV Agreement”) with Miranda to form
Alaska Gold Torrent LLC, a joint venture Nevada limited liability company (“JV Co”).


 


WHEREAS,
under the terms of this Agreement the Company intends to raise an aggregate of up to $13,250,000 to fund development of the Lucky
Shot Project by:


 


	 	(a)	borrowing
    $2,000,000 from the Preferred Note Investor (the “Preferred Debt Transaction”), which debt will be evidenced
    by convertible preferred note(s), in substantially the form attached as Exhibit B (each, a “Preferred Note”),
    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 Streaming Arrangement 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 will
    be 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, in substantially the form attached as Exhibit C (the “Security Agreement”); and
	 	 	 
	 	(b)	entering into a
    Gold and Silver Payment Agreement among the Stream Investor, the Company, Miranda and JV Co, in substantially the form attached
    as Exhibit D (the “Streaming Agreement”), under which the Stream Investor will invest up to US$11,250,000
    as follows (the “Streaming Arrangement”):


 


	 	(i)	US$6,500,000
    upon satisfaction of the Tranche 1 Streaming Conditions (as defined herein)(the “Tranche 1 Funding”); and
	 	 	 
	 	(ii)	US$4,750,000 upon
    satisfaction of the Tranche 2 Streaming Conditions (as defined herein)(the “Tranche 2 Funding”).


 




    	 	 	 



    


    

 


The
obligations of JV Co under the Streaming Agreement will be secured by a deed of trust, in substantially the form attached as Exhibit
E (the “JV Security Agreement”) and guaranteed by the Company, in substantially the form attached as Exhibit
F (the “Guarantee”).


 


WHEREAS,
the Company and the Investors have agreed in consideration for the commitments under this Agreement and subject to (a) successful
funding of the Preferred Debt Transaction, and (b) execution and delivery of the Streaming Agreement, the Company will issue the
Preferred Note Investor or its designee share purchase warrants, in substantially the form attached as Exhibit G (the “Warrants”),
exercisable to acquire two million shares of common stock of the Company at an exercise price of US$0.50 per share for a period
of three (3) years from the date of issuance; and


 


WHEREAS,
contemporaneously with the consummation of the Preferred Debt Transaction and the execution and delivery of the Streaming Agreement,
the Company, the Preferred Note Investor, and/or the other Parties, as applicable, will enter into (a) an Investor Rights Agreement,
in substantially the form attached as Exhibit H (the “Investor Rights Agreement”) and (b) an Indemnity
Agreement, in substantially the form attached as Exhibit I (the “Indemnity Agreement”).


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants and agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which hereby are acknowledged, the Company and the Investors agree as follows:


 


SECTION
1.PURCHASE AND SALE OF SECURITIES.


 


1.1.       Total
Commitment.


 


Subject
to the terms and conditions herein and in reliance upon the applicable representations, warranties, conditions and covenants contained
herein, the parties hereby agree as follows: (a) the Preferred Note Investor will loan Two Million Dollars (US$2,000,000) to the
Company in the Preferred Debt Transaction and (b) the Stream Investor will advance JV Co up to Eleven Million Two Hundred Fifty
Thousand Dollars (US$11,250,000) under the terms and conditions set forth in the Stream Agreement, for an aggregate investment
of up to Thirteen Million Two Hundred Fifty Thousand Dollars (US$13,250,000) (the “Total Commitment”). The
Total Commitment will be funded as follows:


 


(a)       subject
to the satisfaction of the conditions set forth in Section 5.1, the Preferred Note Investor will loan Two Million Dollars
(US$2,000,000) to the Company (the “Closing”);


 


(b)       upon
execution of the Streaming Agreement and subject to the satisfaction of the conditions set forth therein, the Stream Investor
will advance JV Co up to US$6,500,000 upon satisfaction of the conditions set forth in the Streaming Agreement (the “Tranche
1 Streaming Conditions”).


 




    	-2- 



    


    

 


(c)       subject
to the satisfaction of the conditions set forth in the Streaming Agreement, the Stream Investor will advance JV Co up to US$4,750,000
upon satisfaction of the conditions set forth in the Streaming Agreement (the “Tranche 2 Streaming Conditions”).


 


The
parties hereto hereby agree that the Total Commitment will be funded by the Preferred Note Investor with respect to the Preferred
Debt Transaction and the Stream Investor with respect to the Streaming Agreement. The Company and the Preferred Note Investor
agree that the proceeds from the Preferred Note Transaction shall be used in accordance with the amounts and schedule set forth
in the Use of Proceeds Budget attached hereto as Exhibit M or an amended and revised budget that has been duly approved and adopted
by all of the members of the Board of Directors.


 


1.2.       Issue
and Sale.


 


At
the Closing, the Company shall:


 


(a)       borrow
from the Preferred Note Investor the principal amount of Two Million Dollars (US$2,000,000) (the “Loan Amount”),
in accordance with Section 1.1, and deliver the Preferred Note in the Loan Amount to the Preferred Note Investor; the Preferred
Note shall be duly registered and originally executed, against delivery by the Preferred Note Investor to the Company of the Loan
Amount payable by the Preferred Note Investor by wire transfer of immediately available funds as set forth in Section 1.5(a)
hereto; and


 


(b)       issue
to the Preferred Note Investor or its designee Warrants exercisable to acquire two million (2,000,000) shares of Common Stock
of the Company at an exercise price of US$0.50 per share for a period of three (3) years from the date of issuance; provided,
that all of the conditions precedent thereto set forth shall have been fulfilled or (to the extent permitted by applicable law)
waived.


 


1.3.       Closing.


 


(a)       The
Closing will take place within three (3) Business Days of the satisfaction or waiver of the conditions to Closing set forth in
Section 5.1 (the “Closing Date”).


 


(b)       The
Closing shall take place at 10:00 am (Mountain Time) at the offices of Dorsey & Whitney LLP, 1400 Wewatta Street, Suite 400,
Denver, CO 80202 in accordance with the terms and conditions set forth herein.


 


1.4.       Company
Closing Deliveries.


 


At
the Closing, the Company will deliver or cause to be delivered to the Investor:


 


(a)       one
or more originally executed Preferred Note(s) evidencing the Loan Amount for such Closing, duly registered and executed in the
name of the Preferred Note Investor;


 




    	-3- 



    


    

 


(b)       one
or more originally executed Warrant, exercisable to acquire two million shares of Common Stock of the Company at an exercise price
of US$0.50 per share for a period of three (3) years from the date of issuance, duly registered and executed in the name of the
Preferred Note Investor or its designee; and


 


(c)       a
certificate of an officer of the Company (“Certificate of Officer”), dated as of such Closing Date, in the
form attached hereto as Exhibit J;


 


(d)       a
certificate of the Secretary of the Company, dated the Closing Date (the “Secretary’s Certificate”),
in the form attached hereto as Exhibit K;


 


(e)       opinion
letters of the Company’s legal counsel in the form attached hereto as Exhibit N; and


 


(f)       duly
executed copies of each of the documents set forth in Section 5.1(g), 5.1(h), 5.1(i), 5.1(j), 5.1(k),
5.1(m), 5.1(n), and 5.1(o) of this Agreement.


 


1.5.       Investor
Closing Deliveries.


 


At
the Closing:


 


(a)       subject
to Section 9.2(a), the Preferred Note Investor will deliver, or cause to be delivered, to the Company the Loan Amount in
respect of the Preferred Notes that the Preferred Note Investor is purchasing at Closing, in immediately available funds, by wire
transfer to an account designated in writing by the Company for such purpose at least one Business Day prior to Closing.


 


(b)       the
Preferred Note Investor will deliver, or cause to be delivered to the Company a certificate of an officer of the Investor, dated
the Closing Date (the “Investor Certificate”), in the form attached hereto as Exhibit L.


 


SECTION
2.REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


The
Company represents and warrants to the Investors that, except as set forth on the correspondingly numbered section of the Disclosure
Schedule delivered to the Investors in connection herewith:


 


2.1.       Corporate
Organization.


 


(a)       The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company
has provided the Investors with true and complete copies of the Articles of Incorporation and Bylaws of the Company, each as amended
through the date hereof (collectively, the “Organizational Documents”). The Organizational Documents contain
all amendments through the date hereof.


 


(b)       The
Company and each of its Affiliates have all requisite corporate power and authority and have all necessary material approvals,
licenses, permits and authorizations to own its properties and to carry on its business as now conducted, including the current
Mining Activities. The Company has all requisite corporate power and authority to (i) execute and deliver the Transaction Documents
to which it is a party and to perform its obligations hereunder and thereunder; (ii) borrow the applicable Loan Amount and issue
the Preferred Note hereunder; (iii) issue the Warrants hereunder; (iv) issue the shares of the common stock of the Company, par
value $0.001 per share (the “Common Stock”), issuable upon conversion of the Preferred Note and exercise of
the Warrants, as applicable; and (v) grant the security interests and pledge its interest in JV Co as contemplated in the Security
Agreement.


 




    	-4- 



    


    

 


(c)       Schedule
2.1(c) sets forth (i) each jurisdiction in which the Company conducts business, and (ii) each jurisdiction in which the Company
is qualified to do business as a foreign corporation.


 


(d)       The
Company has filed all necessary documents to qualify to do business as a foreign corporation in, and the Company is in good standing
under the laws of each jurisdiction in which the conduct of the Company’s business as now conducted and as presently contemplated
to be conducted or the nature of the property owned requires such qualification, except where the failure to so qualify has not
had and would not be expected to have a Material Adverse Effect.


 


2.2.       Subsidiaries.


 


The
Company has no subsidiaries and does not directly or indirectly own, or hold any rights to acquire, any capital stock or any other
securities or interests in any other Person, other than JV Co.


 


2.3.       Capitalization.


 


(a)       As
of September 30, 2016, (i) the authorized capital stock of the Company consists of 200,000,000 shares of Common Stock and (ii)
the issued and outstanding shares of capital stock of the Company shall be as set forth on the capitalization table attached on
Schedule 2.3(a) hereto.


 


(b)       All
the outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and non-assessable,
and were issued in accordance with the registration or qualification requirements of the Securities Act and any relevant foreign
and state securities laws or pursuant to valid exemptions therefrom. Upon issuance, sale and delivery as contemplated by this
Agreement, shares of Common Stock issuable upon conversion of the Preferred Note and upon exercise of the Warrants, as applicable,
will be duly authorized, validly issued, fully paid and non-assessable shares of the Company, free of all preemptive or similar
rights, and entitled to the rights therein described. Upon issuance, sale and delivery as contemplated by this Agreement, the
Preferred Note will be duly authorized and shall constitute the valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and general principles of equity.


 




    	-5- 



    


    

 


(c)       Except
for the conversion rights which attach to the Preferred Notes and the Warrants, on the Closing Date there will be no shares of
Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company nor,
except to the extent otherwise provided for in the Articles of Incorporation or the Transaction Documents, will there be any rights,
options or warrants outstanding or other agreements to acquire shares of Common Stock or any other equity security nor will the
Company be contractually obligated to purchase, redeem or otherwise acquire any of its outstanding shares. Except to the extent
otherwise provided for in the Investor Rights Agreement, no stockholder of the Company or other Person is entitled to any preemptive
or similar rights or stock options to subscribe for shares of capital stock of the Company. Except as set forth on Schedule
2.3(c), the Company has not made any representations or promises regarding equity incentives to any officer, employee, director,
consultant or any other Person.


 


(d)       Except
as contemplated in this Agreement, there are no outstanding bonds, debentures, loans, notes or other debt obligations or debt
instruments. The Company does not have any indebtedness for borrowed money and has not guaranteed any other Person’s indebtedness
for borrowed money.


 


(e)       Except
as provided in the Articles of Incorporation and the Investor Rights Agreement, there are no agreements, understandings, trusts,
or other collaborative arrangements or understandings concerning the voting of voting stock of the Company.


 


2.4.       Corporate
Proceedings, etc.


 


The
Company has authorized the execution, delivery, and performance of (i) the Transaction Documents to which it is a party and each
of the transactions and agreements contemplated hereby and thereby; (ii) the issuance and delivery of the Preferred Notes and
Warrants (and the shares of Common Stock issuable upon conversion of the Preferred Notes and/or issuable upon exercise of the
Warrants, as applicable); (iii) the Preferred Debt Transaction borrowings; (iv) the grant of the security interest in all of the
assets and pledge of the Company’s interests in JV Co; and (v) the execution and delivery of the JV Agreement and performance
thereunder. No other corporate action is necessary to authorize such execution, delivery and performance of (i) the Transaction
Documents to which it is a party and each of the transactions and agreements contemplated hereby and thereby; (ii) the issuance
and delivery of the Preferred Notes and Warrants (and the shares of Common Stock issuable upon conversion of the Preferred Notes
and/or issuable upon exercise of the Warrants, as applicable); (iii) the Preferred Debt Transaction borrowings; (iv) the grant
of the security interest in all of the assets and pledge of the Company’s interests in JV Co; and (v) the execution and
delivery of the JV Agreement and performance thereunder. When executed and delivered by the Company, each of the Transaction Documents
to which the Company is a party shall constitute the valid and binding obligation of the Company, enforceable against the Company
in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors’ rights and general principles of equity. The Company
has reserved for issuance and has authorized the issuance and delivery of the shares of Common Stock issuable upon conversion
of the Preferred Notes and exercise of the Warrants, as applicable.


 




    	-6- 



    


    

 


2.5.       Consents
and Approvals.


 


The
execution and delivery by the Company of the Transaction Documents to which the Company is a party, the performance by the Company
of its obligations hereunder and thereunder, the consummation by the Company of the transactions contemplated hereby and thereby
(including the sale, issuance and delivery of the Preferred Notes and Warrants (and the shares of Common Stock issuable upon conversion
of the Preferred Notes and/or issuable upon exercise of the Warrants, as applicable), do not require the Company to obtain any
consent, approval or action of, or make any filing with or give any notice to, any corporation, Person or firm, or any public,
governmental or judicial authority.


 


2.6.       Absence
of Defaults, Conflicts, etc.


 


The
execution and delivery of the Transaction Documents to which the Company is a party and the issuance and delivery of the Preferred
Notes and Warrants (and the shares of Common Stock issuable upon conversion of the Preferred Notes and/or issuable upon exercise
of the Warrants, as applicable) will not, result in a breach of any of the material terms, conditions or provisions of, or constitute
a default under, or permit the acceleration of rights under or termination of, any material indenture, mortgage, deed of trust,
note or other evidence of indebtedness, or other material agreement or contract of the Company (collectively, the “Key
Agreements and Instruments”), or the Organizational Documents, or any material rule or regulation of any court or federal,
state or foreign regulatory board or body or administrative agency having jurisdiction over the Company or its properties or businesses.
No event has occurred and no conditions exist which, upon notice or the passage of time (or both), would constitute a material
default under any such Key Agreements and Instruments or in any material license, permit or authorization to which the Company
is a party or by which it may be bound.


 


2.7.       Financial
Statements.


 


Except
as set forth in Schedule 2.7, the unaudited balance sheet of the Company as of September 30, 2016, fairly presents the
financial position of the Company as at such date, and the related statement of income, retained earnings and changes in financial
position for the fiscal period ended on such date fairly presents the results of operations and changes in financial position
of the Company for such period. All such financial statements including the schedules and notes thereto, which are collectively
referred to as the “Financial Statements”, were prepared in accordance with United States generally accepted
accounting principles (“U.S. GAAP”) applied consistently throughout the periods involved. The books and accounts
of the Company are correct in all material respects and fairly reflect all of the transactions, items of income and expense and
all assets and liabilities of the Company.


 


2.8.       Absence
of Certain Developments.


 


Except
as provided in Schedule 2.8, since September 30, 2016, none of the following have occurred with respect to the Company:


 


(a)       any
event, state of facts, circumstance, development, change or effect that, individually or in the aggregate with all other events,
states of fact, circumstances, developments, changes and effects has had or would be reasonably expected to have a Material Adverse
Effect;


 




    	-7- 



    


    

 


(b)       any
declaration, setting aside or payment of any dividend or other distribution with respect to the capital stock of the Company;


 


(c)       any
issuance of capital stock or options, warrants or rights to acquire capital stock;


 


(d)       any
material loss, destruction or damage to any property of the Company, whether or not insured;


 


(e)       any
acceleration or prepayment of any material indebtedness for borrowed money or the refunding of any such indebtedness;


 


(f)       any
labor related event, state of facts, circumstance, development, change or effect involving the Company or any material change
in the Company’s personnel or the terms and conditions of employment that would reasonably be expected to have a Material
Adverse Effect;


 


(g)       any
waiver of any valuable right or material debt, whether by contract or otherwise;


 


(h)       any
loan or extension of credit to any officer or employee of the Company;


 


(i)       any
change in accounting methods, principles or practices used in preparing the Company’s financial statements;


 


(j)       any
change or amendment to a Material Contract or arrangement by which the Company or any of its assets or properties is bound or
subject;


 


(k)       any
resignation or termination of employment of any key officer, key employee or key consultant of the Company;


 


(l)       any
acquisition or disposition of any material assets (or any contract or arrangement therefor), or any other material transaction
by the Company otherwise than for fair value in the ordinary course of business.


 


2.9.       Compliance
with Law.


 


(a)       Neither
the Company nor its Affiliates has been or is in material violation of any laws, ordinances, governmental rules or regulations
to which it is subject, including laws or regulations relating to the environment, securities laws, occupational health and safety
or money laundering, and no material expenditures are or will be required in order to cause its current operations or properties
to comply with any such laws, ordinances, governmental rules or regulations.


 




    	-8- 



    


    

 


(b)       Except
as set forth in Schedule 2.9, the Company has all material licenses, permits, franchises or other governmental authorizations
necessary to the ownership of its property or to the conduct of its businesses as now conducted and as presently contemplated
to be conducted, including with respect to the Mining Activities. The Company has not been denied any application for any such
licenses, permits, franchises or other governmental authorizations necessary to its business as now conducted and as presently
contemplated to be conducted. The Company is not in material default under any of such licenses, permits, franchises or other
governmental authorizations.


 


(c)       The
Company has not been notified, nor does it have reason to believe it will be notified, by any state agency that it is (i) ineligible
to receive additional surface or subsurface mining permits; or (ii) is under investigation to determine whether its eligibility
to receive such permits should be revoked, i.e., “permit blocked”.


 


(d)       Neither
the Company nor any Person acting on the Company’s behalf has, directly or indirectly, at any time within the past six months,
made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would eliminate
the availability of the exemption from registration under Regulation D in connection with the offer and sale by the Company of
the Preferred Notes, Warrants and the shares of Common Stock issuable upon conversion of the Preferred Notes and/or issuable upon
exercise of the Warrants, as applicable, as contemplated hereby. Assuming the accuracy of the representations and warranties of
the Investors set forth in Section 3, no registration under the Securities Act is required for the offer and sale of the
Preferred Notes or Warrants by the Company to the Investors as contemplated hereby. The sale and issuance of the Preferred Notes,
Warrants and the shares of Common Stock issuable upon conversion of the Preferred Notes and/or issuable upon exercise of the Warrants,
as applicable, hereunder does not contravene the rules and regulations of any market on which any equity securities of any the
Company is listed or quoted. The Company is not required to be registered as, and is not an Affiliate of, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 


(e)       No
“bad actor” disqualifying event described in Rule 506(d)(1)(i)−(viii) of Regulation D under the Securities Act,
except for an event to which Rule 506(d)(2)(ii−iv) or (d)(3) of Regulation D is applicable, applies to the Company or, to
the Company’s Knowledge, any Company Affiliate.


 


2.10.       Litigation.


 


There
are no material private or governmental (whether federal, state, local or foreign) claims, complaints, actions, suits, proceedings,
arbitrations or investigations pending or, to the Company’s Knowledge, threatened or verdicts or judgments entered (i) against
the Company and its Affiliates, their properties, or, to the Company’s Knowledge, against any key employee, independent
contractor, consultant, officer or director thereof, in each case with respect to such individual’s employment or engagement
by, service to or ownership interest in the Company or its Affiliates, or (ii) that questions the validity of this Agreement or
the Transaction Documents to which the Company is a party or the right of the Company to enter into any of such agreements, or
to consummate the transactions contemplated hereby or thereby before any court, governmental agency or tribunal, domestic or foreign.
The foregoing includes any action, suit, proceeding, claim, arbitration or investigation pending or currently threatened (or to
the Company’s Knowledge, any basis therefor) involving the prior employment of any of the Company’s current or former
employees, consultants, officers or directors, their use in connection with the Company’s business of any information or
techniques allegedly proprietary to any of its former employers or their obligations under any agreements with prior employers.
Neither the Company nor its Affiliates are subject to any order, writ, judgment, injunction, decree, determination or award of
any court or of any governmental agency or instrumentality (whether federal, state, local or foreign).


 




    	-9- 



    


    

 


2.11.       Material
Contracts.


 


Schedule
2.11 sets forth a true and complete list of the following contracts, agreements, instruments, commitments and other arrangements
to which the Company is a party: (i) employment, severance or consulting agreements; (ii) any shareholder agreement or agreement
relating to the issuance, voting, repurchase or transfer of any securities of the Company or the granting of any registrations
rights with respect thereto to which the Company is a party; (iii) loan, bridge loan, credit or security agreements; (iv) joint
venture agreements, supply and distribution agreements; (v) any contract, agreement or understanding limiting or restraining the
Company from engaging or competing in any lines of business or with any Person; (vi) any contract, agreement or arrangement granting
the other party or any third Person “most favored nation” status; (vii) any contract, agreement, understanding or
arrangement requiring payments to or by the Company of more than $75,000 in any year or $250,000 over the initial term of any
such contract, agreement, understanding or arrangement; (viii) any agreement or other arrangement for the sale or purchase of
any material assets, property or rights, or for the grant of any options or preferential rights to purchase any material assets,
property or rights; (ix) any binding contract or agreement relating to the acquisition of any securities of the Company except
stock options or other compensatory grants of securities; and (x) any other contracts, agreements, instruments, commitments and
other arrangements that are material to the Company (each, a “Material Contract”). Each Material Contract is
valid, binding and enforceable against the Company and, to the Company’s Knowledge, the other parties thereto, in accordance
with its terms, and in full force and effect on the date hereof. The Company is not in default or breach under any of the Material
Contracts, nor is any other party thereto in default or breach thereunder, nor are there facts or circumstances which have occurred
which, with or without the giving of notice or the passage of time or both, would constitute a material default or breach under
any of the Material Contracts.


 


2.12.       Absence
of Undisclosed Liabilities.


 


Except
as set forth in the Financial Statements or Schedule 2.12, the Company does not have any material debt, obligation or liability
(whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due, whether or not known to the Company)
arising out of any transaction entered into at or prior to each Closing, or any act or omission at or prior to each Closing, or
any state of facts existing at or prior to each Closing, including taxes with respect to or based upon the transactions or events
occurring at or prior to each Closing, and including unfunded past service liabilities under any pension, profit sharing or similar
plan, except current liabilities incurred and obligations under agreements entered into, in the usual and ordinary course of business,
none of which (individually or in the aggregate) are material.


 




    	-10- 



    


    

 


2.13.       Employees.


 


(a)       The
Company is in compliance in all material respects with all laws regarding employment, wages, hours, equal opportunity, collective
bargaining and payment of social security and other taxes. The Company is not engaged in any unfair labor practice or discriminatory
employment practice and no complaint of any such practice against the Company has been filed or, to the Company’s Knowledge,
threatened to be filed with or by the National Labor Relations Board, the Equal Employment Opportunity Commission or any other
administrative agency, federal or state, that regulates labor or employment practices, nor is any grievance filed or, to the Company’s
Knowledge, threatened to be filed, against the Company by any employee pursuant to any collective bargaining or other employment
agreement to which the Company is a party or is bound. The Company is in compliance in all material respects with all applicable
foreign, federal, state and local laws and regulations regarding occupational safety and health standards, and has received no
complaints from any foreign, federal, state or local agency or regulatory body alleging violations of any such laws and regulations.


 


(b)       Except
as set forth in Schedule 2.13(b), the employment of all Persons and officers employed by the Company is terminable at will
without any penalty or severance obligation of any kind on the part of the employer, except as may be required under applicable
federal, state and local laws applicable to all employees. All sums due for employee compensation and benefits and all vacation
time owing to any employees of the Company have been duly and adequately accrued on the accounting records of the Company. All
employees of the Company are either U.S. citizens or resident aliens specifically authorized to engage in employment in the United
States in accordance with all applicable laws.


 


(c)       The
Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of
any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would
interfere with the use of such employee’s best efforts to promote the interests of the Company or that would conflict with
the Company’s business as proposed to be conducted.


 


(d)       The
Company is not aware that any officer, key employee or key consultant or that any group of officers, key employees or key consultants,
intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment
of any of the foregoing.


 


(e)       Schedule
2.13(e) sets forth each of the Company’s effective employment contracts, deferred compensation agreements, bonus plans,
incentive plans, profit sharing plans, retirement agreements or other employee compensation agreements.


 


(f)       The
Company is not aware that any current or former employee of the Company is or was, as the case may be, in violation of any term
of any employment contract or any other contract or agreement relating to the relationship of such employee with the Company or
any other party because of the nature of the business conducted or proposed to be conducted by the Company.


 




    	-11- 



    


    

 


2.14.       Tax
Matters.


 


There
are no material federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid.
The provisions for taxes reflected in the Financial Statements are sufficient for the payment of all accrued and unpaid federal,
state, county, local and foreign taxes of the Company whether or not assessed or disputed as of the respective dates of such Financial
Statements. There have been no examinations or audits of any tax returns or reports of the Company by any applicable federal,
state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and foreign
tax returns required to have been filed by it in accordance with all applicable legal requirements and there are in effect no
waivers of applicable statutes of limitations with respect to taxes for any year. All material taxes required to be withheld or
paid by the Company (including in connection with amounts paid or owing to any employee or other service provider, stockholder
or other third party) have been duly and timely withheld or paid, and any such withheld taxes have been duly and timely paid to
the proper government agency or taxing authority in accordance with applicable legal requirements. The Company has no material
liability for the taxes of any other Person, as a transferee or successor, by contract or otherwise. The Company is not subject
to tax in any country other than its country of incorporation or formation by virtue of having a permanent establishment or other
place of business in that country.


 


2.15.       Employee
Benefit Plans.


 


Except
as set forth in Schedule 2.15, all “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended) and all other employee benefits and all other employee benefit arrangements, policies
or payroll practices, including any arrangement, policy or payroll practices providing severance pay, bonuses, commissions, profit-sharing,
savings, incentive, change of control, parachute, stock purchase, stock options, insurance, deferred compensation, or other similar
fringe or employee benefits covering former or current employees of the Company or under which the Company has any obligation
or liability (each, a “Benefit Arrangement”), are and have been maintained and administered in all material
respects in accordance with their express terms and with the requirements of applicable law. Schedule 2.15 lists all Benefit
Arrangements. The Company has provided or made available true and complete copies of all Benefit Arrangements to the Investors
prior to the date hereof. The Company’s payments to current or former employees, pursuant to the Benefit Arrangements are
and have been fully deductible under the Code.


 


2.16.       Intellectual
Property.


 


(a)       Schedule
2.16(a) sets forth a complete and current list of registrations, patents or applications, licenses or other agreements pertaining
to the intellectual property that is material to the Company’s business. The Company has the right to use all of the material
intellectual property used by it in connection with its businesses, and such intellectual property rights are all those necessary
to the conduct of the business as now conducted and presently contemplated. The Company is in compliance in all material respects
with all contractual obligations relating to such of the intellectual property as used pursuant to license or other agreement.
There are no conflicts with or infringements of any intellectual property by any third party. There is no claim, suit, action
or proceeding pending or, to the Company’s Knowledge, threatened against the Company: (i) alleging any such conflict or
infringement with any third party’s proprietary rights; or (ii) challenging the Company’s ownership or use of, or
the validity or enforceability of any intellectual property; nor is there any legitimate basis for any such claim.


 




    	-12- 



    


    

 


2.17.       Title
to Personal Property.


 


The
Company has good and marketable title to the material tangible personal property owned by the Company, in each case subject to
no mortgage, pledge, lien, security interest, lease, encumbrance or charge, and (ii) with respect to the material tangible personal
property it leases, the Company is in compliance in all material respects with the applicable lease and holds a valid leasehold
interest free of any liens, security interest, claims or encumbrances.


 


2.18.       Condition
of Properties.


 


All
material facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in
good operating condition and repair, are reasonably fit and usable for the purposes for which they are being used and are presently
contemplated to be used, and are adequate and sufficient for the Company’s business as now conducted and as presently contemplated
to be conducted.


 


2.19.       Insurance.


 


The
Company and its respective properties are insured in such amounts, against such losses and with such insurers as are customary
when considered in light of the nature of the properties and businesses of the Company as now conducted and as presently contemplated
to be conducted. Schedule 2.19 sets forth a true and complete listing of the insurance policies of the Company as in effect
on the date hereof, including in each case the applicable coverage limits, deductibles and the policy expiration dates. No notice
of any termination or threatened termination of any of such policies has been received and such policies are in full force and
effect.


 


2.20.       Transactions
with Related Parties.


 


Except
as set forth on Schedule 2.20, (i) the Company is not party to any agreement with any of the Company’s directors,
officers or shareholders or any Affiliate or family member of any of the foregoing and (ii) the Company does not employ as an
employee or engage as a consultant any family member of any of the Company’s directors, officers or shareholders. Except
as set forth in the Investor Rights Agreement, to the Company’s Knowledge, there exist no agreements among shareholders
of the Company to act in concert with respect to their voting or holding of Company securities.


 


2.21.       Registration
Rights.


 


As
of the date hereof and except as provided in the Investor Rights Agreement, the Company will not, as of each Closing Date, be
under any obligation to register any of its presently outstanding securities (or any of its securities which may hereafter be
issued) under the Securities Act or any other securities laws.


 




    	-13- 



    


    

 


2.22.       SEC
Reporting and Corporate Governance.


 


(a)       Exchange
Act Registration. The Company’s class of Common Stock is registered pursuant to Section 12(g) of the Exchange Act, the
Common Stock is quoted for trading on the OTCQB, and the Company has taken no action designed to, or likely to have the effect
of, terminating the registration of the Common Stock under the Exchange Act, or ending quotations of the Common Shares on the
OTCQB. The Company has not received any notification that the SEC is contemplating terminating the Company’s Exchange Act
registration or that the OTC Markets Group, Inc. is contemplating terminating its quotation or listing on the OTCQB.


 


(b)       Exchange
Act Reporting. The Corporation has filed in a timely manner all reports required to be filed pursuant to Sections 13(a), 13(e),
14 and 15(d) of the Exchange Act during the preceding twelve (12) months (collectively, the “SEC Reports”).


 


(c)       Disclosure
Controls and Procedures. Except as otherwise disclosed in the SEC Reports, the Company has established and maintains disclosure
controls and procedures (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act), that (A) are designed to ensure
that material information required to be disclosed by the Company in the reports it files and submits under the Exchange Act is
accumulated and communicated to the management of the Company, including its principal executive officer and its principal financial
officer, as appropriate, to allow timely decisions regarding required disclosure to be made; (B) provide for the periodic evaluation
of the effectiveness of such disclosure controls and procedures as of the end of the period covered by the Company’s most
recent annual or quarterly report filed with the Commission; and (C) are effective in all material respects to perform the functions
for which they were established.


 


(a)       Internal
Control Over Financial Reporting and Internal Accounting Controls. Except as otherwise disclosed in the SEC Reports, the Company
maintains (i) “effective internal control over financial reporting” as defined in, and in compliance with, Rules 13a-15
and 15d-15 under the Exchange Act, and (ii) a system of internal accounting controls sufficient to provide reasonable assurance
that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions
are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability;
(C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences.


 


(b)       No
Material Weakness in Internal Controls. Except as otherwise disclosed in the SEC Reports, the Company is not aware of (i)
any material weakness in the Company’s internal control over financial reporting (whether or not remediated); (ii) any change
in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting; or (iii) any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company’s internal controls.


 




    	-14- 



    


    

 


(d)       Off-Balance
Sheet Transactions. There are no material off-balance sheet transactions (including, without limitation, transactions related
to, and the existence of, “variable interest entities” within the meaning of Financial Accounting Standards Board
Accounting Standards Codification Topic 810), arrangements, obligations (including, without limitation, contingent obligations),
or any other relationships with unconsolidated entities or other persons, that may have a material current or future effect on
the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures,
capital resources, or significant components of revenues or expenses.


 


(e)       Audit
Committee. Except as otherwise disclosed in the SEC Reports, the Company’s Board of Directors has validly appointed
an audit committee whose composition satisfies the requirements of Section 10A of, and Rule 10A-3 under, the Exchange Act, and
the Board of Directors and/or the audit committee has adopted a charter that satisfies the requirements of Section 10A of, and
Rule 10A-3 under, the Exchange Act. As of the date of this Agreement, neither the Board of Directors nor the audit committee has
been informed, nor is any director of the Company aware, of (i) any significant deficiency in the design or operation of the Company’s
internal control over financial reporting which is reasonably likely to adversely affect the Company’s ability to record,
process, summarize and report financial data or any material weakness in the Company’s internal controls; or (ii) any fraud,
whether or not material, that involves management or other employees of the Company who have a significant role in the Company’s
internal controls.


 


(f)       Sarbanes-Oxley.
The Company is in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley Act of
2002 and the rules and regulations of the Commission promulgated thereunder.


 


2.23.       Private
Offering.


 


Except
as set forth on Schedule 2.23, neither the Company nor any Person acting on the Company’s behalf (i) has sold or
has offered any of the Preferred Notes or Warrants for sale to, or solicited offers to buy from, or otherwise approached or negotiated
with respect thereto with, any prospective purchaser, other than the Investors, or (ii) shall offer the Preferred Notes or Warrants
for issue or sale to, or solicit any offer to acquire any of the same from, anyone so as to bring the issuance and sale of such
Preferred Notes, Warrants or shares of Common Stock issuable upon conversion of the Preferred Notes or exercise of the Warrants,
as applicable, or any part thereof, within the provisions of Section 5 of the Securities Act. Based upon the representations of
the Investors set forth in Section 3 hereof, the offer, issuance and sale of the Preferred Notes, Warrants and the shares
of Common Stock issuable upon conversion of the Preferred Notes or exercise of the Warrants, as applicable, are and will be exempt
from the registration and prospectus delivery requirements of the Securities Act, and have been registered or qualified (or are
exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state
securities laws.


 




    	-15- 



    


    

 


2.24.       Brokerage.


 


Except
as set forth on Schedule 2.24, there are no claims for brokerage commissions or finder’s fees or similar compensation
in connection with the transactions contemplated by this Agreement based on any arrangement made by or on behalf of the Company.


 


2.25.       Illegal
or Unauthorized Payments; Political Contributions.


 


(a)       No
Unlawful Contributions or Payments. Neither the Company nor, to the knowledge of the Company, any director, officer, agent,
employee or representative of the Company or other Person associated with or acting on behalf of the Company, has (i) used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii)
made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment of corporate
funds or benefit to any foreign or domestic government or regulatory official or employee, including, without limitation, of any
government-owned or controlled entity or of a public international organization, or any person acting in an official capacity
for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated
or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010,
or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International
Business Transactions, or committed an offense under any other applicable anti-bribery or anti-corruption laws; or (iv) made,
offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without
limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company has
instituted, maintained and enforced, and will continue to maintain and enforce policies and procedures designed to promote and
ensure compliance with all applicable anti-bribery and anti-corruption laws.


 


(b)       Compliance
with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with
applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”), and the applicable
money laundering statutes of all jurisdictions in which the Company conducts business, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency
(collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to
the knowledge of the Company, threatened.


 


(c)       No
Conflicts with Sanctions Laws. Neither the Company nor any director or executive officer of the Company, nor, to the knowledge
of the Company, any director, officer, agent, employee or representative of the Company, Affiliates or other Person associated
with or acting on behalf of the Company is currently the subject or target of any sanctions administered or enforced by the U.S.
government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)
or the U.S. Department of State and including, without limitation, the designation as a “specially designated national”
or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other
relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized or resident
in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea,
Sudan, Syria and Crimea (each, a “Sanctioned Country”); and the Company will not directly or indirectly use
the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that,
at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities
of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including
any person participating in the transaction, whether as agent, principal, advisor, investor or otherwise) of Sanctions. For the
past five years, the Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings
or transactions with any Person that at the time of the dealing or transaction is or was the subject or the target of Sanctions
or with any Sanctioned Country.


 




    	-16- 



    


    

 


2.26.       Minute
Books.


 


The
minute books of the Company, which have been provided to the Investor and its legal counsel prior to the date hereof, contain
a complete summary of all meetings of directors and stockholders since the date of the Company’s incorporation and reflect
all transactions referred to in such minutes accurately in all material respects.


 


2.27.       Real
Property.


 


The
Company does not own a fee interest in any real property. Each parcel of real property leased or subleased by the Company (the
“Leased Real Property”), and the lease agreements relating to such Leased Real Property (the “Real
Property Leases”) are set forth in Schedule 2.27. Except as disclosed in Schedule 2.27, there are no material
liens on the estate or interest created by the Real Property Leases. Each Real Property Lease constitutes a valid and binding
obligation of the Company and is in full force and effect.


 


2.28.       Mining
Operations.


 


(a)       The
Company has made available to the Investors and their representatives all material proprietary geological data, reserve data,
existing mine maps, surveys, title insurance policies, title insurance, abstracts and other evidence of measurements, samples,
lithologic data, reserve calculations or reports, mine plans, mining permit applications and supporting data, engineering studies
and information, maps, reports and data relating to or affecting the Mining Activities requested by the Investor.


 


(b)       Except
as set forth in Schedule 2.28(b), the material mineral reserves mined, owned or leased by the Company or any Affiliates
are not subject to any mining rights of any other Person to mine, process, develop or conduct other, similar activities with respect
to gold, gold-bearing ore, and any other precious and base metal-bearing materials.


 




    	-17- 



    


    

 


2.29.       Mining
Rights.


 


(a)       The
Lucky Shot Project constitutes all of the Company’s material properties in which the Company has an interest (the “Material
Properties”).


 


(b)       The
Company, holds an interest in fee or freehold title, mining leases, mining concessions, mining claims, exploration permits, prospecting
permits, participant interests, conventional property agreements, or proprietary interests or rights, recognized in the jurisdiction
in which the Material Properties are located, in respect of the ore bodies and minerals located on the Material Properties in
which the Company) has an interest under valid, subsisting and enforceable title documents or other recognized and enforceable
agreements, contracts, arrangements or understandings, sufficient to permit the Company to explore for and exploit the minerals
relating thereto, and all such agreements, contracts, arrangements or understandings in connection with the Material Properties
are valid and subsisting and enforceable in accordance with their terms.


 


(c)       All
material concessions, leases, property agreements and contracts, claims and permits relating to the Material Properties in which
the Company (has an interest or right have been validly granted, located, approved, executed and recorded or filed in accordance
with all applicable laws and are valid, subsisting and enforceable.


 


(d)       The
Company has all necessary surface rights, access rights and other necessary rights and interests relating to the Material Property
in which the Company has an interest granting the Company the right and ability to explore for and exploit minerals, ore and metals
for development and production purposes as are appropriate in view of the rights and interest therein of the Company or the applicable
subsidiary, with only such exceptions as do not materially interfere with the current use made by the Company or the applicable
subsidiary of the rights or interest so held, and each of the proprietary interests or rights and each of the agreements, contracts,
arrangements or understandings and obligations relating thereto referred to above is currently in good standing in all material
respects in the name of the Company or the applicable subsidiary.


 


(e)       The
Company does not have any responsibility or obligation to pay any commission, royalty, license, fee, assessment or similar payment
to any person with respect to the property rights thereof, except where such fee or payment would not reasonably be expected to
have a Material Adverse Effect, either individually or in the aggregate.


 


(f)       The
Company has identified all the material permits, certificates, and approvals (collectively, the “Permits”)
which are or will be required for the exploration, development and eventual or actual operation of the Material Properties, which
Permits include but are not limited to mine and reclamation permits, access and use grants and permits, environmental assessment
certificates, water appropriation and use permits, licenses and applications, land tenures, rezoning or zoning variances and other
necessary local, provincial, state and federal approvals; and the appropriate Permits have either been received, applied for,
or the processes to obtain such Permits have been or will in due course be initiated by the Company; and the Company know of any
issue or reason why the Permits should not be approved and obtained in the ordinary course.


 




    	-18- 



    


    

 


(g)       All
assessments or other work required to be performed in relation to the material mining claims and mining rights of the Company
and the applicable subsidiary in order to maintain their respective interests therein, if any, have been performed to date and
the Company, JV Co and the applicable subsidiary have complied in all material respects with all applicable laws in this regard
as well as with regard to legal and contractual obligations to third parties in this regard except in respect of mining claims
and mining rights that the Company and the applicable subsidiary intend to abandon or relinquish and except for any non-compliance
which would not either individually or in the aggregate have a Material Adverse Effect.


 


2.30.       Mining
Practice.


 


All
mining operations by the Company) on the Material Properties have for the past five years been conducted with the exercise of
reasonable diligence, skill, care and prudence for mining operations in similar locations under similar circumstances.


 


2.31.       Technical
Reports.


 


Schedule
2.31 sets out each applicable technical report relating to the Material Properties (the “Reports”). Each
Report was at the time of filing compliant, in all material respects, with the requirements of the provisions of NI 43-101 –
Standards of Disclosure for Mineral Projects (“NI 43-101”). All scientific and technical information disclosed:
(i) is based upon information prepared by or under the supervision of, or approved by, a “qualified person” (as such
term is defined in NI 43-101) and (ii) was true, complete and accurate in all material respects at the time of filing. The Company
made available to the respective authors thereof prior to the issuance of all of the Reports, for the purpose of preparing the
Reports, as applicable, all information requested, and no such information contained any misrepresentation as at the time the
relevant information was made available. The Reports, as of their respective dates, accurately and completely set forth all material
facts relating to the Material Properties, and as of the date hereof and the date of the Prospectus, there is no new material
scientific or technical information concerning any of the Material Properties not included in the Reports.


 


2.32.       Environmental
and Safety Laws.


 


Except
as set forth in Schedule 2.32, neither the Company nor JV Co are in violation in any material respect of any applicable state
or federal law or regulation relating to the environment or occupational health and safety or Mining Activities, and no material
expenditures are or will be required in order to comply in all material respects with any such existing statute, law or regulation.
Furthermore:


 


(a)       Each
of the Company and JV Co, as applicable, is in compliance in all material respects with all applicable federal, provincial, state,
municipal and local laws, statutes, ordinances, regulations and orders, directives and decisions rendered by any ministry, department
or administrative or regulatory agency, whether domestic or foreign, in each case, relating to the protection of the environment,
the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals,
substances or industrial wastes classified as toxic or hazardous to human health or the environment (the “Hazardous Substances”),
or with respect to Hazardous Substances, occupational health and safety (collectively, the “Environmental Laws”);


 




    	-19- 



    


    

 


(b)       Each
of the Company and JV Co, as applicable, has all permits, licenses, authorizations and approvals required under any applicable
Environmental Law (“Environmental Permits”) and are in compliance with all terms and conditions of each Environmental
Permit;


 


(c)       there
are no pending or, to the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands,
claims, liens, investigation or proceedings against either the Company or JV Co, as applicable, relating to any alleged violation
of or liability under Environmental Law;


 


(d)       Neither
of the Company nor JV Co have failed to report to the proper governmental authority the occurrence of any event which is required
to be so reported by any Environmental Laws;


 


(e)       Neither
of the Company nor JV Co are subject to (A) any Environmental Laws that require or may require any material work, repairs, construction,
change in business practices or operations, or any expenditures, including capital expenditures, for facility upgrades to mitigate,
control, or limit releases of Hazardous Substances into the environment, environmental investigation and remediation, or corrective
actions, except with respect to any remediation obligations required as part of mine reclamation and covered under existing reclamation
surety bonds or pursuant to or in accordance with Environmental Permits; (B) any written demand, written notice of default, summons,
notice of judgment or commencement of proceedings with respect to any alleged violation of or liability arising under Environmental
Laws; or (C) any outstanding obligations to remedy, pay compensation, or make any payment in the nature of a fine in relation
to any violation of Environmental Laws; and


 


(f)       there
are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or
an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company pursuant to
any Environmental Laws.


 


2.33.       Material
Facts.


 


This
Agreement, the schedules furnished contemporaneously herewith, and the other written agreements, documents, certificates or statements
furnished or to be furnished to the Investor through each Closing Date by or on behalf of the Company in connection with the transactions
contemplated hereby taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements contained therein or herein, in light of the circumstances in which they were made, not misleading.
In addition, there is no fact which is known to the Company and which has not been disclosed herein or otherwise by the Company
to the Investors which would reasonably be expected to have a Material Adverse Effect. The materials, information and projections
presented to the Investors have been prepared in a good faith effort by the Company to describe the Company’s present and
proposed products, and projected growth and do not contain any materially misleading statement or omissions therein. While such
projections were made by management in good faith based on factual assumptions believed to be true, no representations are made
in respect to the accuracy or reliability of such projections.


 




    	-20- 



    


    

 


2.34.       Interest
in Competitors.


 


Except
as set forth in Schedule 2.34, none of the Company, its Affiliates or any of their respective directors, officers or shareholders,
has any interest, either by way of contract or by way of investment or otherwise, directly or indirectly, in any Person other
than the Company and its Affiliates that (i) provides any services or designs, produces or sells any product or product lines
or engages in any activity similar to or competitive with any activity currently conducted or proposed to be conducted by the
Company and its Affiliates or (ii) has any direct or indirect interest in any asset or property, real or personal, tangible or
intangible, of the Company or any of its Affiliates.


 


SECTION
3.REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR


 


The
Investor represents and warrants to the Company as follows:


 


(a)       It
is acquiring the Preferred Note and the Warrants (and will acquire the Common Stock issuable upon conversion of the Preferred
Note or exercise of the Warrants, as applicable), as applicable, for its own account for investment and not with a present view
towards the resale, transfer or distribution thereof, nor with any present intention of distributing the Preferred Notes and/or
Warrants (and will acquire the Common Stock issuable upon conversion of the Preferred Notes or exercise of the Warrants, as applicable),
as applicable, but subject, nevertheless, to any requirement of law that the disposition of the Investor’s property shall
at all times be within the Investor’s control, and without prejudice to the Investor’s right at all times to sell
or otherwise dispose of all or any part of such securities under a registration under the Securities Act or under an exemption
from said registration available under the Securities Act.


 


(b)       It
has all requisite power and authority to execute and deliver the Transaction Documents to which it is a party and to perform its
obligations hereunder.


 


(c)       It
is a validly existing private limited company duly organized and in good standing under the laws of its jurisdiction of organization.


 


(d)       It
has taken all action necessary for the authorization, execution, delivery, and performance of the Transaction Documents to which
it is a party and its obligations thereunder. No other action is necessary to authorize such execution, delivery and performance
of the Transaction Documents to which it is a party. When executed and delivered by the Investor, each of the Transaction Documents
to which the Investor is a party shall constitute the valid and binding obligation of the Investor, enforceable against the Investor
in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect relating to creditors’ rights and general principles of equity.


 




    	-21- 



    


    

 


(e)       It
is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. It has such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Company
as contemplated by this Agreement, and is able to bear the economic risk of such investment for an indefinite period of time.
It has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask
questions of and receive answers from representatives of the Company concerning the terms and conditions of this Agreement and
the purchase of the Preferred Notes contemplated hereby.


 


(f)       The
Investor understands that the Preferred Notes (and the Common Stock issuable upon conversion of the Preferred Notes, if applicable)
and the Warrants (and the Common Stock issuable upon exercise of the Warrants), as applicable, are “restricted securities”
under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Investor must hold the Preferred
Notes (and the Common Stock issuable upon conversion of the Preferred Notes, if applicable) and the Warrants (and the Common Stock
issuable upon exercise of the Warrants), as applicable, indefinitely unless they are registered with the SEC and qualified by
state authorities, or an exemption from such registration and qualification requirements is available.


 


(g)       The
Investor acknowledges that the funds representing the Loan Amount, as applicable, will not represent proceeds of crime for the
purposes of the PATRIOT Act and the Investor acknowledges that the Company may in the future be required by law to disclose the
Investor’s purchase of Preferred Notes hereunder, on a confidential basis, pursuant to the PATRIOT Act. No portion of any
Purchase Price or Loan Amount, as applicable, to be provided by the Investor (i) has been or will be derived from or related to
any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being
tendered on behalf of a person or entity who has not been identified to or by the Investor, and it shall promptly notify the Company
if the Investor discovers that any of such representations ceases to be true and provide the Company with the appropriate information
in connection therewith.


 


SECTION
4.ADDITIONAL COVENANTS OF THE PARTIES


 


4.1.       Resale
of Securities.


 


(a)       Each
Investor covenants that it will not sell or otherwise transfer the Preferred Notes and/or Warrants (and will acquire the Common
Stock issuable upon conversion of the Preferred Notes or exercise of the Warrants, as applicable), except in accordance with the
Investor Rights Agreement and pursuant to an effective registration under the Securities Act or in a transaction which qualifies
as an exempt transaction under the Securities Act and, in each case, in accordance with any applicable state securities laws.


 


(b)       The
certificates evidencing the Preferred Notes and/or Warrants (and will acquire the Common Stock issuable upon conversion of the
Preferred Notes or exercise of the Warrants, as applicable) will bear a legend in substantially the following form reflecting
the foregoing restrictions on the transfer of such securities:


 




    	-22- 



    


    

 


 


“NEITHER
THIS PROMISSORY NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS PROMISSORY NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR ANY STATE SECURITIES LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER
THIS PROMISSORY NOTE NOR ANY PORTION HEREOF OR INTEREST HEREIN (OR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS PROMISSORY
NOTE) MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS THE SAME IS REGISTERED UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED
EVIDENCE OF SUCH EXEMPTION IN THE FORM OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO COMPANY.”


 


4.2.       Covenants
Pending Closing.


 


After
the date hereof and prior to the Closing, the Company will not, without the Investors’ prior written consent, take any action
which would result in any of the representations or warranties contained in this Agreement not being true at and as of the time
immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company
will promptly advise the Investors of any action or event of which it becomes aware which has the effect of making incorrect any
of such representations or warranties or which has the effect of rendering any of such covenants incapable of performance. The
Company has or will have duly authorized and reserved for issuance, and covenants to continue to so reserve once reserved for
issuance, free of all preemptive and other similar rights, at all times, the requisite aggregate number of authorized but unissued
shares of its Common Stock to timely effect the issuance, sale and delivery in full to the applicable holder of Preferred Notes
and/or Warrants issuable upon conversion of the Preferred Notes or exercise of the Warrants, as applicable.


 


4.3.       Exchange
Act Filings.


 


(a)       Generally.
The Company shall make all filings, notices, petitions, statements, registrations, submissions of information, applications or
other documents required by the Exchange Act , in connection with the transactions contemplated in the Transaction Documents and
shall respond to any requests from the Securities and Exchange Commission (“SEC”) for additional information
(the “Filings”). The Company shall use commercially reasonable efforts to cause all documents that it is responsible
for filing with the SEC under this Section 4.3(a) to comply in all material respects with all requirements of the Exchange
Act. Notwithstanding anything to the contrary contained in this Agreement, all fees, charges and other costs associated with the
Filings shall be borne by the Company.


 


(b)       Exchange
of Information. The Company shall promptly supply the Investors with any information which may be required in connection with
the Filings. The Company shall permit the Investors to review and comment on any Filing. In connection with such collaboration,
each Investor shall promptly provide any information reasonably requested by the SEC relating to such Investor and such Investor
shall act reasonably and as promptly as practicable but in any event such Investor shall provide any comments on Filings and shall
respond to any requests for information as soon as practicable and in any event within two (2) Business Days of being provided
with the Filings or requests for additional information.


 




    	-23- 



    


    

 


(a)       Notification.
The Company shall notify the Investors promptly upon the receipt of: (i) any written or oral comments from the SEC in connection
with any Filings and (ii) any written or oral request by the SEC for amendments or supplements to any Filings or information provided
to comply with the Exchange Act requirements.


 


4.4.       Securities
Laws Filings. The Company shall make all filings and reports relating to the offer and sale of the Preferred Notes and Warrants
required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing Date,
including a Form D with respect to the Preferred Notes and Warrants, as required under Regulation D. The Company shall provide
a copy of all such filings and reports to the Investors promptly after such filing or report is filed or lodged with the applicable
Person.


 


4.5.       Further
Assurance.


 


Each
of the parties shall execute such documents and take such further actions as may be reasonably required or desirable to carry
out the provisions hereof and the transactions contemplated hereby. Each such party shall use its reasonable efforts to fulfill
or obtain the fulfillment of the conditions to each Closing as promptly as practicable.


 


SECTION
5.INVESTOR’S CLOSING CONDITIONS


 


5.1.       Closing.


 


The
obligation of the Investors to purchase and pay for the Preferred Notes on the Closing Date, as provided in Section 1 hereof,
shall be subject to the performance by the Company of its agreements theretofore to be performed hereunder and to the satisfaction
or waiver, prior thereto or concurrently therewith, of the following further conditions:


 


(a)       Representations
and Warranties. The representations and warranties of the Company contained in this Agreement shall be true on and as of the
Closing Date as though such warranties and representations were made at and as of such date.


 


(b)       Compliance
with Agreements. The Company shall have performed and complied with all agreements, covenants and conditions contained in
this Agreement which are required to be performed or complied with by the Company prior to or on the Closing Date.


 


(c)       Officer’s
Certificate. The Investors shall have received the Certificate of Officer and Secretary’s Certificate.


 


(d)       Injunction.
There shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent
jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided.


 




    	-24- 



    


    

 


(e)       Form
D; Blue Sky Laws. The Company shall have, on or before the Closing Date, taken such actions as the Company shall have reasonably
determined are necessary in order to obtain an exemption for or to qualify the Preferred Notes and Warrants for sale to the Investors
at each Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United
States (or to obtain an exemption from such qualification), and shall have provided evidence of any such action so taken to the
Investors on or prior to the Closing Date.


 


(f)       Adverse
Developments. There shall have been no event, state of facts, circumstance, development, change or effect that, individually
or in the aggregate with all other events, states of fact, circumstances, developments, changes and effects has had or would be
reasonably expected to have a Material Adverse Effect.


 


(g)       JV
Agreement. The Company and Miranda shall have executed and delivered the JV Agreement.


 


(h)       Streaming
Agreement. The Company, Miranda, JV Co and the Stream Investor shall have executed and delivered the Streaming Agreement.


 


(i)       JV
Security Agreement. JV Co shall have executed and delivered the JV Security Agreement.


 


(j)       Guarantee.
The Company shall have executed and delivered the Guarantee.


 


(k)       Preferred
Note. The Company shall have delivered the Preferred Note(s).


 


(l)       Security
Agreement. The Company shall have executed and delivered the Security Agreement.


 


(m)       Investor
Rights Agreement. The Company, the Preferred Note Investor and Warrant holders shall have executed and delivered the Investor
Rights Agreement.


 


(n)       Appointment
of Directors. Patrick Okita shall have been appointed to the Board of Directors, effective upon completion of the Closing.


 


(o)       Indemnification
Agreement. The Company shall have executed the Indemnification Agreement.


 


(p)       Opinion
Letter. The Preferred Note Investor shall have received an opinion letter of the Company’s legal counsel in the form
attached hereto as Exhibit N.


 




    	-25- 



    


    

 


SECTION
6.COMPANY CLOSING CONDITIONS


 


The
obligation of the Company to issue and deliver the Preferred Notes and the Warrants on the Closing Date, as provided in Section
1 hereof, shall be subject to the performance by the Investor of its agreements theretofore to be performed hereunder and
to the satisfaction, prior thereto or concurrently therewith, of the following further conditions:


 


6.1.       Representations
and Warranties.


 


The
representations and warranties of the Investors contained in this Agreement shall be true on and as of such Closing Date as though
such representations and warranties were made at and as of such date in all material respects.


 


6.2.       Compliance
with Agreements.


 


The
Investors shall have performed and complied with all agreements, covenants and conditions contained in this Agreement which are
required to be performed or complied with by it prior to or on such Closing Date.


 


6.3.       Officer’s
Certificate.


 


The
Company shall have received a certificate, dated as of the such Closing Date, signed by a duly appointed officer of each Investor,
certifying that the conditions specified in Sections 6.1, and 6.2, hereof have been fulfilled and to the receipt
of all required approvals of this Agreement, the Transaction Documents to which the Investor is a party and the transactions contemplated
hereby and thereby.


 


6.4.       Injunction.


 


There
shall be no effective injunction, writ, preliminary restraining order or any order of any nature issued by a court of competent
jurisdiction directing that the transactions provided for herein or any of them not be consummated as herein provided.


 


SECTION
7.COVENANTS


 


7.1.       Use
of Proceeds.


 


The
Company agrees to use the proceeds from such Closing of the Preferred Note Transaction (“Proceeds”) only as
set forth in the budget attached hereto as Exhibit M (the “Use of Proceeds Budget”).


 


7.2.       Lost,
etc. Certificates Evidencing Shares (or shares of Common Stock); Exchange.


 


Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of any certificate
evidencing any Preferred Notes or Warrants (or shares of Common Stock, if applicable) owned by an Investor, and (in the case of
loss, theft or destruction) of an unsecured indemnity satisfactory to it, and upon reimbursement to the Company of all reasonable
expenses incidental thereto, and upon surrender and cancellation of such certificate, if mutilated, the Company will make and
deliver in lieu of such certificate a new certificate of like tenor and for the number of shares evidenced by such certificate
which remain outstanding. The Investors’ agreement of indemnity shall constitute indemnity satisfactory to the Company for
purposes of this Section 7.2. Upon surrender of any certificate representing any Preferred Notes or Warrants (or shares
of Common Stock) for exchange at the office of the Company, the Company at its expense will cause to be issued in exchange therefor
new certificates in such denomination or denominations as may be requested for the same aggregate number of Preferred Notes, Warrants
or shares of Common Stock, as the case may be, represented by the certificate so surrendered and registered as such holder may
request. The Company will also pay the cost of all deliveries of certificates for such shares or note to the office of the Investor
(including the cost of insurance against loss or theft in an amount satisfactory to the holders) upon any exchange provided for
in this Section 7.2.


 




    	-26- 



    


    

 


7.3.       Reservation
of Common Stock.


 


The
Company will at all times reserve and keep available solely a sufficient number of shares of Common Stock for issuance and delivery
upon the conversion of the Preferred Notes or exercise of the Warrants, which such number shall be equitably and proportionally
adjusted or substituted in the event of changes in the capital structure of the Company by reason of stock dividends, stock splits,
reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant
changes in capitalization occurring after the date hereof.


 


SECTION
8.INTERPRETATION OF THIS AGREEMENT


 


8.1.       Terms
Defined.


 


As
used in this Agreement, the following terms have the respective meanings set forth below or set forth in the Section hereof following
such term:


 


Affiliate:
shall have the meaning specified in Rule 12b-2 under the Exchange Act; provided that no Holder shall be deemed an Affiliate
of the Company or its Subsidiaries for purposes of this Agreement; provided further that neither portfolio companies (as
such term is commonly used in the private equity industry) of the Investors nor limited partners, non-managing members or other
similar direct or indirect investors shall be deemed to be Affiliates of the Investors. The term “Affiliated”
has a correlative meaning.


 


Agreement:
shall have the meaning set forth in the Preamble.


 


Benefit
Arrangement: shall have the meaning set forth in Section 2.15.


 


Board
of Directors: shall mean the board of directors of the Company.


 


Business
Day: shall mean any day other than a Saturday, Sunday or a day on which commercial banks located in New York, New York are
required or authorized by law or executive order to be closed.


 




    	-27- 



    


    

 


Canadian
Exchange: shall mean the Toronto Stock Exchange or the TSX Venture Exchange.


 


Canadian
Going Public Transaction: shall mean the completion by the Company of each of the items listed under either (i) or (ii) below:


 


i.       an
initial public offering by the Company of its Common Stock with a concurrent listing on a Canadian Exchange (“Canadian
Public Offering”); or


 


ii.       obtaining
a listing of the Common Stock on a Canadian Exchange whether by means of a reverse take-over, merger, amalgamation, arrangement,
take-over bid, insider bid, reorganization, joint venture, sale of all or substantially all assets, exchange of assets or similar
transaction or other combination with a public corporation.


 


Closing:
shall have the meaning set forth in Section 1.1(a).


 


Closing
Date: shall have the meaning set forth in Section 1.3(a).


 


Code:
shall mean the Internal Revenue Code of 1986, as amended.


 


Common
Stock: shall have the meaning set forth in Section 2.1(b).


 


Common
Stock Equivalent shall mean securities exercisable, exchangeable or convertible into Common Shares.


 


Company:
shall have the meaning set forth in the Preamble.


 


Company’s
Knowledge: shall mean the actual or reasonably imputed knowledge of each member of the Board of Directors and each officer
of the Company following due inquiry by such individual into the applicable matter.


 


Environmental
Laws: shall have the meaning set forth in Section 2.32(a).


 


Environmental
Permits: shall have the meaning set forth in Section 2.32(b).


 


Exchange
Act: shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


Filings:
shall have the meaning set forth in Section 4.3(a).


 


Financial
Statements: shall have the meaning set forth in Section 2.7.


 


Hazardous
Substances: shall have the meaning set forth in Section 2.32(a).


 


Indemnification
Agreement: shall have the meaning set forth in Section 5.1(o).


 


Investors:
shall have the meaning set forth in the Preamble.


 




    	-28- 



    


    

 


Investor
Certificate: shall have the meaning set forth in Section 1.5(b).


 


Investor
Rights Agreement: shall have the meaning set forth in Section 5.1(n).


 


JV
Security Agreement: shall have the meaning set forth in the Recitals.


 


Key
Agreements and Instruments: shall have the meaning set forth in Section 2.6.


 


Leased
Real Property: shall have the meaning set forth in Section 2.27.


 


Loan
Amount: shall have the meaning set forth in Section 1.2(a).


 


Losses:
shall mean any damage, claim, disbursement, expense, tax, cost, liability, loss, deficiency, obligation, penalty or commercially
reasonable settlement, payable to third parties, whether foreseeable or unforeseeable, including (a) interest or other carrying
costs, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection,
prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by
such indemnitee and (b) any taxes that may be payable by such indemnitee as a result of the indemnification of any Loss hereunder.
Notwithstanding the foregoing, in no event shall any warrantor be liable to any indemnitee for any punitive, incidental, special
or indirect damages, including loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement,
or any damages based on any type of multiple, to the extent that any of the foregoing losses were not the reasonably foreseeable
consequence of the applicable breach.


 


Lucky
Shot Project: shall mean the “Project” as defined in the Streaming Agreement.


 


Material
Adverse Effect: shall mean a material adverse effect on the business, properties, assets, liabilities, profits, results of
operations or condition (financial or otherwise) of the Company taken as a whole.


 


Material
Contract: shall have the meaning set forth in Section 2.11.


 


Material
Property: shall have the meaning set forth in Section 2.29(a).


 


Mining
Activities: shall mean those activities of the Company or its Affiliates that involve or are related to any type of exploration,
evaluation, development of resources and/or reserves, mining, processing, sale or transporting of gold, gold-bearing ore, and
any other precious and base metal-bearing materials and related activities, and the providing of services related thereto, the
Lucky Shot Project, including (i) financing activities, general administrative management and operational activities to advance
the financing and development of the Lucky Shot Project and (ii) activities set out in the JV Agreement.


 


Money
Laundering Laws: shall have the meaning set forth in Section 2.25(b).


 


OFAC:
shall have the meaning set forth in Section 2.25(c).


 




    	-29- 



    


    

 


Organizational
Documents: shall have the meaning set forth in Section 2.1(a).


 


PATRIOT
Act: shall have the meaning set forth in Section 2.25(b).


 


Permits:
shall have the meaning set forth in Section 2.29(f).


 


Person:
shall mean any individual, partnership, corporation, limited liability company, private limited company, unincorporated organization,
trust or joint venture, or a governmental agency or political subdivision thereof or any other entity.


 


Preferred
Note: shall have the meaning set forth in the Recitals.


 


Proceeds:
shall have the meaning set forth in Section 7.1.


 


Proceeding:
shall mean an action, claim, suit, investigation or proceeding (including a partial proceeding, such as a deposition or other
discovery activity), in any judicial, administrative, arbitral or regulatory forum, whether commenced or threatened in writing.


 


Properties:
shall have the meaning forth in the Streaming Agreement.


 


Real
Property Leases: shall have the meaning set forth in Section 2.27.


 


Regulation
D: shall have the meaning set forth in the Recitals.


 


SEC:
shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities
Act.


 


Sanctions:
shall have the meaning set forth in Section 2.25(c).


 


Sanctioned
Country: shall have the meaning set forth in Section 2.25(c).


 


Secretary’s
Certificate: shall have the meaning set forth in Section 1.4(d).


 


Securities
Act: shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


Security
Agreement: shall have the meaning set forth in the Recitals.


 


Streaming
Agreement: shall have the meaning set forth in the Recitals.


 


Subsidiaries:
shall mean, with respect to any Person, any entity of which (i) a majority of the total voting power of shares of stock or equivalent
ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers,
trustees or other members of the applicable governing body thereof is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if no such governing
body exists at such entity, a majority of the total voting power of shares of stock or equivalent ownership interests of the entity
is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination
thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability
company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited
liability company, partnership, association or other business entity gains or losses or shall be or control the managing member
or general partner of such limited liability company, partnership, association or other business entity.


 




    	-30- 



    


    

 


Transaction
Documents: shall mean this Agreement, the Security Agreement, the Investor Rights Agreement, the Preferred Notes, the JV Security
Agreement, , the Indemnity Agreement, and any other agreements entered into in connection with the transactions contemplated by
this Agreement.


 


Total
Commitment: shall have the meaning set forth in Section 1.1.


 


Trading
Day: shall mean a Business Day whereby Common Shares is listed or quoted as reported by Bloomberg L.P. and generally encompasses
from 9:30 a.m. (Eastern Time) to 4:02 p.m. (Eastern Time).


 


Tranche
1 Funding: shall have the meaning set forth in the Recitals.


 


Tranche
2 Funding: shall have the meaning set forth in the Recitals.


 


Underlying
Lease: shall have the meaning set forth in the Streaming Agreement.


 


US$
or $: shall mean United States dollars. Unless otherwise provided, all references to dollars ($) refer to United States dollars.


 


U.S.
GAAP: shall have the meaning set forth in Section 2.7.


 


Use
of Proceeds Budget: shall have the meaning set forth in Section 7.1.


 


8.2.       Rules
of Construction.


 


The
headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed
as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provisions of this Agreement or any of the Transaction Documents. The words “hereof”, “herein”
and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to
any particular provision of this Agreement. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections,
Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to
herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used
in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning set forth in this Agreement. Any singular
term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”,
“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words
“, but not limited to,”, whether or not they are in fact followed by those words or words of like import. Except as
the context may otherwise require, references to any agreement or contract are to that agreement or contract as amended or supplemented
from time to time in accordance with the terms hereof and thereof; provided, however, that with respect to any agreement or contract
listed on any Schedules hereto, all such amendments or supplements must also be listed in the appropriate Schedule. References
to a statute shall be to such statute, as amended from time to time, and to the rules and regulations promulgated thereunder;
provided, however, that for the purposes of the representations and warranties set forth herein, with respect to any violation
or alleged violation of any statute, the reference to such statute means such statute as in effect at the time of such violation
or alleged violation. References to any Person include the successors and permitted assigns of that Person. References from or
through any date mean, unless otherwise specified, from and including or through and including, respectively


 




    	-31- 



    


    

 


8.3.       Accounting
Principles.


 


Where
the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation
or other accounting computation is required to be made for the purposes of this Agreement, this shall be done in accordance with
IFRS at the time in effect, to the extent applicable, except where such principles are inconsistent with the requirements of this
Agreement.


 


8.4.       Directly
or Indirectly.


 


Where
any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or indirectly by such Person.


 


8.5.       Governing
Law.


 


THIS
AGREEMENT IS TO BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES
OF CONFLICTS OF LAW. AT THE OPTION OF THE HOLDER, THIS NOTE MAY BE ENFORCED IN ANY FEDERAL COURT OR ANY NEW YORK STATE COURT SITTING
IN NEW YORK COUNTY, NEW YORK; AND THE COMPANY CONSENTS TO THE JURISDICTION AND
VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT THE VENUE IN SUCH FORUMS IS NOT CONVENIENT. IF THE COMPANY COMMENCES ANY
ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP
CREATED BY THIS NOTE, THE HOLDER AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND
VENUES ABOVE-DESCRIBED, OR, IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.


 




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8.6.       Paragraph
and Section Headings.


 


The
headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute
a part thereof.


 


SECTION
9.MISCELLANEOUS


 


9.1.       Notices.


 


(a)       All
communications under this Agreement shall be in writing and shall be delivered by hand, email or facsimile or mailed by overnight
courier or by registered mail or certified mail, postage prepaid:


 


(1)       if
to the Preferred Note Investor, at CRH MEZZANINE PTE. LTD., 10 Changi Business Park Central 2, #05-01 HansaPoint, Singapore 486030.
In New York, c/o Cartesian Capital Group, LLC, 505 Fifth Avenue, 15th Floor, New York, NY 10017, Attn: Peter Yu with a copy (which
shall not constitute notice), to Dorsey & Whitney LLP, 1400 Wewatta Street, Suite 400, Denver, CO 80202, Attn: Kenneth Sam;


 


(2)       if
to the Stream Investor, at CRH FUNDING II PTE. LTD., 10 Changi Business Park Central 2, #05-01 HansaPoint, Singapore 486030. In
New York, c/o Cartesian Capital Group, LLC, 505 Fifth Avenue, 15th Floor, New York, NY 10017, Attn: Peter Yu with a copy (which
shall not constitute notice), to Dorsey & Whitney LLP, 1400 Wewatta Street, Suite 400, Denver, CO 80202, Attn: Kenneth Sam;
and


 


(3)       if
to the Company, at: 960 Broadway, Suite 530, Boise, ID 83706, Attn: Daniel Kunz, CEO, with a copy (which shall not constitute
notice), to Kane Kessler P.C., 666 Third Avenue New York, NY 10017-4041, Attn: Peter Campitiello.


 


(b)       Any
notice so addressed shall be deemed to be given: if delivered by email, hand or facsimile, on the date of such delivery; if mailed
by overnight courier, on the date of delivery; and if mailed by registered or certified mail, on the third Business Day after
the date of such mailing.


 


9.2.       Expenses
and Taxes.


 


(a)       The
Company agrees to pay the fees, expenses and disbursements of (i) the Preferred Note Investor and its agents, advisors (including
the fees and disbursements of Dorsey & Whitney LLP) and consultants (in the amount of $100,000 in the aggregate for all such
fees, expenses and disbursements at Closing), incurred in connection with the negotiation, preparation, execution and delivery
of the Transaction Documents, and (ii) the Company and its agents, advisors, consultants, accountants and auditors incurred in
connection with the negotiation, preparation, execution and delivery of the Transaction Documents, in accordance and subject to
the Use of Proceeds Budget. Notwithstanding anything to the foregoing herein, the Loan Amount to be delivered (or caused to be
delivered) by the Preferred Note Investor to the Company at Closing shall be net of any amounts payable by the Company to such
Investor pursuant to Section 9.2(a)(i) as of such Closing.


 




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(b)       The
Company will pay, and save and hold the Investors harmless from any and all liabilities (including interest and penalties) with
respect to, or resulting from any delay or failure in paying, stamp and other taxes (other than income taxes), if any, which may
be payable or determined to be payable by the parties hereto on the execution and delivery or acquisition of the Preferred Notes
or the shares of Common Stock issuable upon conversion of the Preferred Notes, as applicable.


 


9.3.       Reproduction
of Documents.


 


This
Agreement and all documents relating thereto, including (a) consents, waivers and modifications which may hereafter be executed,
(b) documents received by the Investor on any Closing Date (except for certificates evidencing the Preferred Notes and Warrants
themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to the Investor,
may be reproduced by the Investor by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar
process and the Investor may destroy any original document so reproduced. All parties hereto agree and stipulate that any such
reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not
the original is in existence and whether or not such reproduction was made by the Investor in the regular course of business)
and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.


 


9.4.       Survival;
Indemnification.


 


(a)       For
a period of 18 months following the Closing Date, all representations, warranties and covenants made by each Investor and the
Company herein or in any certificate or other instrument delivered by each Investor or the Company under this Agreement shall
be considered to have been relied upon by the Company or the Investors, as the case may be, and shall survive all deliveries to
the Investor of the Preferred Notes, or payment to the Company for such Preferred Notes, regardless of any investigation made
by the Company or the Investor, as the case may be, or on the Company’s or the Investor’s behalf. Notwithstanding
the foregoing or anything to contrary herein, the following representations and warranties shall survive such delivery and payment
indefinitely: Sections 2.1 (Corporation Organization), 2.2 (Subsidiaries), 2.3 (Capitalization), 2.4
(Corporate Proceedings, etc.), 2.28 (Mining Practice), 2.344 (Interest in Competitors), and Sections 3(b),
3(c), 3(d), 3(f) and 3(g).


 


(b)       The
Company and its Affiliates shall, notwithstanding any termination of this Agreement, indemnify and hold harmless, jointly and
severally, each of the Investors and each of their respective managers, members, stockholders, partners, other equity owners,
officers, directors, successors, assigns, agents, attorneys and employees, to the fullest extent permitted by applicable law,
from and against any and all Losses, as incurred, arising out of or based on (i) any misrepresentation or breach of any representation
or warranty made by the Company in any Transaction Document or any other certificate, instrument or document contemplated hereby
or thereby or (ii) any breach of any agreement or obligation by the Company of any Transaction Document, or (iii) any Proceeding
in connection with, arising out of, or related to, any of the transactions contemplated by any Transaction Document. The Company
will not be liable to the Investors under this Section 9.4(b) to the extent, but only to the extent, that a Loss is attributable
to an Investor’s breach of any of the representations, warranties, covenants or agreements made by an Investor under the
Transaction Documents or any violations by an Investor of applicable law or any conduct by an Investor which constitutes fraud,
willful misconduct or malfeasance.


 




    	-34- 



    


    

 


(c)       The
Investors shall, notwithstanding any termination of this Agreement, indemnify and hold harmless, severally and not jointly, the
Company, the Company’s managers, members, stockholders, partners, other equity owners, officers, directors, successors,
assigns, agents, attorneys and employees, to the fullest extent permitted by applicable law, from and against any and all Losses,
as incurred, arising out of or based on (i) any misrepresentation or breach of any representation or warranty made by an Investor
in any Transaction Document or any other certificate, instrument or document contemplated hereby or thereby, (ii) (ii) any breach
of any agreement or obligation by the Company of any Transaction Document or (iii) any breach of any agreement or obligation by
the Investors of any Transaction Document. An Investor will not be liable to the Company under this Section 9.4(c) to the
extent, but only to the extent that a Loss is attributable to the Company’s breach of any of the representations, warranties,
covenants or agreements made by the Company under the Transaction Documents or any violations by the Company of applicable law
or any conduct by the Company which constitutes fraud, willful misconduct or malfeasance.


 


9.5.       Public
Communications.


 


No
press release or public announcement related to this Agreement or the transactions contemplated hereby shall be issued or made
without the joint approval of the Investors and the Company, unless required by law or the rules or regulations of the SEC, in
which case the Investors and the Company, as applicable, shall have the right to review and comment on such press release or announcement
prior to such issuance or making so long as the disseminating party receives comments from the reviewing party as soon as practicable
and in any event within two (2) Business Days following the disseminating party providing such press release or public announcement
to the reviewing party for review and comment. Notwithstanding the foregoing, with respect to press releases or public announcements
required by law related to this Agreement or the transactions contemplated hereby required by law, the Investors’ right
to comment on the information contained therein shall be limited to the information not required by applicable law as reasonably
determined by the parties’ counsel. Any disclosure contained in a press release or public announcement related to this Agreement
or the transaction contemplated hereby previously approved by the Investors shall not require re-approval by the Investors.


 


9.6.       Successors
and Assigns; No Third Party Beneficiaries.


 


This
Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto,
provided, however, upon notice to the Company that the Investors may assign its rights and obligations under this Agreement to
any Affiliate without the consent of any other party hereto and, provided, further, however, such Affiliate executes (i) documents
provided by the Company which state the Person agrees to be bound by the terms of any applicable Transaction Documents and (ii)
such other documents and instruments as may be reasonably requested by the Company. Nothing in this Agreement shall confer upon
any Person not a party to this Agreement any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement.


 




    	-35- 



    


    

 


9.7.       Entire
Agreement; Amendment and Waiver.


 


This
Agreement and the agreements attached as Exhibits hereto together with the Transaction Documents constitute the entire understandings
of the parties hereto and supersede all prior agreements or understandings with respect to the subject matter hereof and thereof
among such parties. The Company has made no representations or promises whatsoever except
those contained herein and no information or knowledge obtained by the Investors shall
affect or be deemed to modify any representation or warranty contained herein, the covenants or agreements of the parties hereto
or the conditions to the obligations of the parties hereto under this Agreement. Any provision of this Agreement may be (a) amended
with (and only with) the written consent duly executed by the Company and the Investors, and (b) waived by (and only by) a written
instrument duly executed by the party that is waiving a right hereunder.


 


9.8.       Severability.


 


In
the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body
of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement which shall remain in
full force and effect.


 


9.9.       Limitation
on Enforcement of Remedies.


 


The
Company hereby agrees that it will not assert against the limited partners of the Investors any claim it may have under this Agreement
by reason of any failure or alleged failure by an Investor to meet its obligations hereunder.


 


9.10.       Waiver
of Jury Trial.


 


Each
party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult
issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect
of any actions, suits, demand letters, judicial, administrative or regulatory proceedings, or hearings, notices of violation or
investigations arising out of or relating to this Agreement. Each party to this Agreement certifies and acknowledges that (a)
such party has considered the implications of this waiver and (b) such party makes this waiver voluntarily.


 


9.11.       Counterparts.


 


This
Agreement may be executed in two or more counterparts (including by facsimile or email), each of which shall be deemed an original
and all of which together shall be considered one and the same agreement. Delivery of an executed counterpart of a signature page
to this Agreement by facsimile or email shall be effective as delivery of a manually executed counterpart of this Agreement.


 


[Remainder
of Page Intentionally Left Blank]


 




    	-36- 



    


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


 


	 	COMPANY:
	 	 	 
	 	GOLD TORRENT, INC.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 




    	 



    


    

 


	 	PREFERRED NOTE INVESTOR:
	 	 
	 	CRH MEZZANINE PTE. LTD.
	 	 	 
	 	By:	 
	 	Name: 	Peter Yu
	 	Title:	Director
	 	 	 
	 	STREAM INVESTOR:
	 	 
	 	CRH FUNDING II PTE. LTD.
	 	 	 
	 	By:	 
	 	Name:	 Peter Yu
	 	Title: 	Director


 




    	 



    


    

 


EXHIBIT
A


 


JV
Agreement


 




    	 



    


    

 


EXHIBIT
B


 


Preferred
Note


 




    	 



    


    

 


Exhibit
C


 


Security
Agreement


 




    	 



    


    

 


Exhibit
D


 


Streaming
Agreement


 




    	 



    


    

 


Exhibit
E


 


JV
Security Agreement


 




    	 



    


    

 


Exhibit
F


 


Guarantee


 




    	 



    


    

 


Exhibit
G


 


Warrants


 




    	 



    


    

 


Exhibit
H


 


Investor
Rights Agreement


 




    	 



    


    

 


Exhibit
I


 


Indemnity
Agreement


 




    	 



    


    

 


Exhibit
J


 


Certificate
of Officer


 




    	 



    


    

 


Exhibit
K


 


Secretary’s
Certificate


 




    	 



    


    

 


Exhibit
L


 


Investor’s
Certificate


 




    	 



    


    

 


Exhibit
M


 


Use
of Proceeds Budget


 




    	 



    


    

 


Exhibit
N


 


Form
of Opinions


 


1.       The
Corporation is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation
and has full corporate power and authority to conduct all the activities conducted by it, to own, lease and operate all the assets
owned or leased by it and to conduct its business as described in the Corporation’s filings (the “SEC Reports”)
with the United States Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934,
as amended (the “U.S. Exchange Act”).


 


2.       The
Corporation is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which
the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not have a material adverse effect on the Corporation.


 


3.       All
of the issued shares of capital stock of the Corporation have been duly and validly authorized and issued, are fully paid and
non-assessable and are free and clear of all liens, encumbrances, equities or claims.


 


4.       The
Promissory Note constitutes a valid debt obligation of the Corporation and the Warrants have been validly authorized and issued,
are fully paid and non-assessable. The shares of common stock issuable upon conversion of the Promissory Note and exercise of
the Warrants have been reserved and upon conversion of the Promissory Note and exercise of the Warrants will be validly authorized
and issued, fully paid and non-assessable shares of common stock of the Corporation, free and clear of all liens, encumbrances,
equities or claims.


 


5.       The
Corporation has obtained each consent, approval, authorization or waiver in connection with the execution, delivery and performance
of the Purchase Agreement and the agreements contemplated thereunder (collectively, the “Transaction Agreements”)
by the Corporation.


 


6.       The
Corporation has full corporate power and authority to enter into and perform its obligations under the Transaction Agreements,
and the Transaction Agreements have been duly authorized, executed and delivered by the Corporation and each of the Transaction
Agreements in which it is a party constitutes the valid, binding and enforceable obligation of the Corporation.


 


7.       The
execution and delivery by the Corporation of, and the performance by the Corporation of its agreements in the Transaction Agreements
to which it is a party do not and will not (i) violate the certificate of incorporation or by-laws of the Corporation, or (ii)
result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Corporation or any Subsidary
pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute
a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any
obligation under, any Material Contract.


 




    	 



    


    

 


DISCLOSURE
SCHEDULE


 


This
Disclosure Schedule (this “Disclosure Schedule”) is made and given pursuant to Section 2 of the Convertible
Preferred Note Purchase and Investment Agreement, dated February 9, 2017 (the “Agreement”), by and among GOLD
TORRENT, INC., a Nevada corporation (the “Company”); CRH MEZZANINE PTE. LTD., a Singapore private limited company
(the “Preferred Note Investor”); CRH FUNDING II PTE. LTD., a Singapore private limited company (the “Stream
Investor”); (collectively, the “Investors”, and individually, an “Investor”).
Each section of the Disclosure Schedule set forth herein shall be construed with and as an integral part of the Agreement to the
same extent as if they were set forth verbatim therein. Information set forth in each section of the Disclosure Schedule specifically
refers to the article and section of the Agreement to which such information is responsive, provided, however, disclosure of an
item in response to one section of the Agreement shall constitute disclosure and response to every reasonably relevant section
of the Agreement, notwithstanding the fact that no express cross-reference is made, provided, further, however, the information
provided on the section of the Disclosure Schedule on which information is disclosed is meaningful and not misleading in the context
deemed disclosed for other purposes.


 


Matters
set forth in the Disclosure Schedule are not necessarily limited to matters required by the Agreement to be reflected in the Disclosure
Schedule. Such additional matters are set forth for informational purposes, and the Disclosure Schedule does not necessarily include
other matters of a similar nature. Inclusion of a matter in the Disclosure Schedule shall expressly not be deemed to constitute
an admission by the Company, or otherwise imply that any such matter is material or creates a measure for materiality for purposes
of this Agreement or of any obligation or liability to any third party.


 


Capitalized
terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Agreement.