Joinder
Agreement


 


This
Joinder Agreement (the “Agreement”) is made and entered into as of March 22, 2018, by Gold Torrent (Canada)
Inc., a British Columbia corporation (“Additional Guarantor”).


 


Recitals


 


Gold
Torrent, Inc., a Nevada corporation (“GTOR US”), executed a Guarantee dated February 13, 2017 in favor of CRH
Funding II PTE. LTD. (“CRH”), a Singapore private limited company to secure certain Obligations (as defined
in the Guarantee) owing by Alaska Gold Torrent LLC to CRH (as the same may be amended, restated or modified from time to time,
the “Guarantee”).


 


Also
on February 13, 2017, GTOR US executed a Security and Pledge Agreement in favor of CRH Funding and CRH Mezzanine PTE. LTD., a
Singapore private limited company (together with CRH Funding, “CRH”) to secure obligations owing under the
Transaction Documents (as defined in the Security Agreement) to CRH (as the same may be amended, restated or modified from time
to time, the “Security Agreement”).


 


GTOR
US entered into a certain Agreement and Plan of Merger (the “Merger Agreement”) dated October 19, 2017 by and
among GTOR US, Additional Guarantor, and GTOR US Merger Co., a Nevada corporation, pursuant to which all outstanding shares of
common stock of GTOR US were converted into common shares in Additional Guarantor on a one-for-one basis and GTOR US became a
wholly-owned subsidiary of Additional Guarantor (the “Redomicile Transaction”).


 


In
connection with the Redomicile Transaction, CRH, GTOR US and GTOR Canada intend to execute this Joinder Agreement to make Additional
Guarantor a Guarantor under the Guarantee and a Grantor under the Security Agreement.


 


Agreement


 


For
good and valuable consideration, receipt of which is hereby acknowledged, Additional Guarantor agrees as follows:


 


1.
Additional Guarantor to Guarantee. Additional Guarantor hereby agrees (i) to become a Guarantor under the Guarantee and
to be bound by all of the terms and provisions of, and to make all of the representations and warranties under, the Guarantee,
as if it had executed the Guarantee and shall have the obligations of a Guarantor thereunder; and (ii) that each reference to
a Guarantor in the Guarantee and any other document relating thereto shall also mean and be a reference to Additional Guarantor.
Additional Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions
in the Guarantee and any other document relating thereto.







 






    	 



     


    










 


2.
Additional Grantor to Security Agreement. Additional Guarantor hereby acknowledges, agrees and confirms that, by its execution
of this Agreement, Additional Guarantor will be deemed to be a Grantor under the Security Agreement, and shall have all the obligations
of a Grantor thereunder as if it had executed the Security Agreement. Additional Guarantor hereby ratifies, as of the date hereof,
and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the
generality of the foregoing, Additional Guarantor hereby grants to CRH a continuing security interest in, and a right of set off
against, any and all right, title and interest of Additional Guarantor in and to the Collateral (as defined in the Security Agreement)
of Additional Guarantor to secure all of the present and future debts, obligations, and liabilities of whatever nature as more
specifically set forth in the Security Agreement, including but not limited to Section 2 of the Security Agreement.


 


3.
Representations and Warranties of Additional Guarantor. Additional Guarantor hereby represents and warrants to CRH that
as of the date of this Agreement, (a) the Schedules set forth in the Security Agreement and attached hereto are true and correct
in all material respects as relates to Additional Guarantor; (b) Additional Guarantor is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction under which it is organized; and (c) Additional Guarantor and
each of its affiliates have all requisite corporate power and authority to (i) execute and deliver this Agreement and each document
contemplated herein to which it is a party and to perform its obligations hereunder and thereunder, (ii) guarantee the obligations
as contemplated in the Guarantee and (iii) grant the security interests and pledge its interest in the Collateral as contemplated
in the Security Agreement.


 


4.
Guarantee and Security Agreement Remain in Full Force and Effect. The Guarantee and Security Agreement continue in full
force and effect and remain unchanged, except as specifically modified by this Agreement.


 


5.
Notices. The address of Additional Guarantor for purposes of all notices and other communications is the address designated
for GTOR US in the Guarantee and/or Security Agreement, or such other address as Additional Guarantor may from time to time notify
CRH in writing.


 


6.
Governing Law; Jurisdiction; Waiver of Jury Trial. The governing law, consent to jurisdiction and waiver of jury trial
provisions set forth in the Guarantee and/or Security Agreement are incorporated herein by reference and shall govern this Agreement
with respect to those issues and provisions.


 


7.
Counterparts. Additional Guarantor agrees that this Agreement may be executed in one or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and the same document. Signature and acknowledgment
pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one document. Receipt
by CRH of an executed copy of this Agreement by facsimile or electronic mail shall constitute conclusive evidence of execution
and delivery of this Agreement by the signatory thereto.


 


[Signature
Page Follows]


 




    	 



     


    

 





IN
WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement and it becomes effective as of the first day and year
set forth above.


 


	 	Additional
    Guarantor:
	 	 	 
	 	GOLD
    TORRENT (CANADA) INC.
	 	 
	 	By:	/s/
    Daniel Kunz
	 	 	Daniel
    Kunz, Chief Executive Officer


 




	Consented
    to By:	 
	 	 
	GOLD
    TORRENT, INC.	 
	 	 	 
	By:	/s/
    Daniel Kunz	 
	 	Daniel
    Kunz, Chief Executive Officer	 





 






	Acknowledged
    and accepted:	 
	 	 	 
	CRH
    MEZZANINE PTE. LTD.	 
	 	 
	By:	/s/
    Andrew Wehrley	 
	 	Andrew
    Wehrley, Director	 






 



	CRH
    FUNDING II PTE. LTD.	 
	 	 
	By:	/s/
    Andrew Wehrley	 
	 	Andrew
    Wehrley, Director	 





 





[Signature
Page to Joinder]


 




    	 



     


    

 


SCHEDULE
I


 


Pledged
Equity Interests


 


	Issuer
    of Interests	 	Holder
    of Interests	 	Number
    of Interests	 	 	Percentage of Ownership	 	 	Certificate
    Number	 	Class
    of Interest
	Gold
    Torrent, Inc.	 	Gold
    Torrent (Canada) Inc.	 	 	1	 	 	 	100	%	 	C-2	 	Common
    Stock



 






    	 



     


    










 


SCHEDULE
II


 


Location
of Collateral


 


Gold
Torrent, Inc.


960
Broadway Avenue, Suite 530


Boise,
Idaho 83706


Attn:
Daniel Kunz


 


and


 


Davis
Wright Tremaine LLP


865
S. Figueroa Street, Suite 2400


Los
Angeles, California 90017


Attn:
Andrew Bond


 







    	 



     


    

 





SCHEDULE
III


 


Legal
Names, Chief Executive Office, Organizational ID Number, Jurisdiction


 


	Legal
    Name of Grantor	 	Chief
    Executive Office Location	 	Organizational
    ID Number	 	Jurisdiction
    of Organization
	Gold
    Torrent (Canada) Inc.	 	960
                                         Broadway Avenue, Suite 530

        Boise,
        Idaho 83706
	 	BC1122599	 	British
    Columbia


 






    	 



     


    




 





SCHEDULE
IV


 


Deposit
Accounts, Securities Accounts and Commodities Accounts


 


None.





 




    	 



     


    

 


SCHEDULE
V


 


Promissory
Notes, Chattel Paper, Other Instruments and Letter of Credit Rights


 


None.


 




    	 



     


    




 


SCHEDULE
VI


 


Commercial
Tort Claims






 


None.