General
Services Agreement 


 


This
GENERAL SERVICES AGREEMENT (hereinafter called “Agreement”), entered into as of the 1st day of January, 2015, is between
Daniel Kunz & Associates, LLC, (hereinafter called “DKA”), whose
address is 960 Broadway Ave, #160, Boise, Idaho 83706 and Gold Torrent Inc., (hereinafter called “GOLD TORRENT”),
whose address is 960 Broadway Ave, #160, Boise, Idaho 83706.


 


GOLD
TORRENT requires professional geological and engineering consulting to be performed by DKA. The evaluation, appraisal, exploration
or other professional geological and engineering services for the creation of an optimized new ore body model, development of
a mine plan and mining sequence, reporting adequate to support decision making and legal/financial requirements, and other such
services as might be requested by GOLD TORRENT’s representative(s).


 


DKA
represents that the firm has the requisite qualifications, experience and capabilities to perform the services required by GOLD
TORRENT to a standard of care, skill and diligence acceptable within the industry.


 


NOW
THEREFORE, for and in consideration of the foregoing and the mutual promises and covenants hereinafter set forth, the parties
hereto agree as follows:


 


I.
REPRESENTATIVE(S) 


 


	1.	GOLD
    TORRENT’s Representative(s) for the project shall be: 
	 	                  Daniel
    Kunz – Executive Chairman and CEO


 


	2.	DKA’s
    Representative(s) for the project shall be:
	 	                  Pete
    Parsley – Geologic Director
	 	                  Bruce
    Thorndycraft – Metallurgical Director, Project Management


 


	3.	GOLD
    TORRENT may, by notice in writing signed by GOLD TORRENT’s CEO, or Delegate, appoint additional or substitute Representative(s).
    DKA may, by notice in writing signed by DKA’s Directors appoint additional or substitute Representative(s).


 


II.
SCOPE OF SERVICES 


 


	1.	Services
    performed by DKA under this Agreement (the “Consulting Services”) shall be as specified in sequentially numbered
    Work Orders. Prior to the initiation of any activity, a Work Order detailing the precise Scope of Work and estimated cost
    shall be agreed and approved in writing by DKA and GOLD TORRENT Representatives. The Scope of Work shall more particularly
    describe the services to be performed and shall specify the place of performance, the date of performance, the date of completion,
    and the maximum number of days of services to be performed, unless specified otherwise in the Scope of Work entered on the
    Work Order. Each executed Work Order shall become a part of this contract.


 




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	2.	DKA
    shall engage in discussions with authorized GOLD TORRENT personnel as designated by the GOLD TORRENT Representative(s) orally
    or in writing, especially with regard to interpretation of data or findings developed or made while performing services under
    this Agreement.
	 	 
	3.	Upon
    the request of GOLD TORRENT’s Representative(s), DKA shall prepare and deliver to GOLD TORRENT progress reports and
    a final report of its findings and recommendations and such other reports as GOLD TORRENT may from time to time request. 
	 	 
	4.	Should
    any of the terms and conditions in this Agreement conflict with any provisions in Exhibit A or Exhibit B, the terms and conditions
    in this Agreement shall be controlling. 
	 	 
	5.	DKA
    shall provide the following support services for the benefit of GOLD TORRENT: Office space for executives at 960 Broadway,
    Suite 160 Boise, Idaho 83706, or such other location as Provider may have available; telephone service; and office Supplies


 


III.
COMPENSATION 


 


Compensation
for services performed under this Agreement shall be invoiced and paid according to:


 


	1.	For
    unbilled services provided by DKA to GOLD TORRENT from October 1, 2014 through December 31, 2014 a lump sum payment of $28,588.83
    is due upon execution of this agreement. ($9,529.61 per month for three months work.)
	 	 
	2.	The
    rate schedule set forth in Exhibit A attached hereto and made a part hereof. 
	 	 
	3.	Such
    compensation shall include all overhead and profit.
	 	 
	4.	When
    travel arrangements, subcontracts, and purchase of materials such as maps, publications and blueprints are required under
    this Agreement, DKA shall consult with GOLD TORRENT prior to incurring such costs and shall grant GOLD TORRENT the option
    to requisition such services and materials directly without markup.
	 	 
	5.	All
    progress billings will be billed and be paid as provided in Sec. III.6. below, until the final billing in which the amount
    owed under the final invoice will be offset by the retention amount, with any excess retention being returned to GOLD TORRENT
    or any excess billing being paid to DKA.
	 	 
	6.	Except
    as otherwise provided in Exhibit A, DKA shall prepare and submit to GOLD TORRENT on a calendar month basis a detailed statement
    of charges (“Statement”). The Statement shall set forth the number of days (hours) or fractions thereof of services
    performed and the dates and locations of performance, and shall be accompanied by receipts or other evidence substantiating
    expenses incurred. Invoices shall be directed to the GOLD TORRENT corporate offices and approved by the GOLD TORRENT Representative.
    Subject to verification by GOLD TORRENT, payments of amounts due less any existing set-offs shall be made by GOLD TORRENT
    to DKA within 30 days after receipt of such statements. 


 


IV.
AGREEMENT DURATION 


 


	1.	This
    Agreement shall commence upon the date the last signature is affixed to the Agreement and shall be in effect for the period
    of 1 (one) year, unless sooner terminated. 


 




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	2.	Either
    party may terminate this Agreement upon (10) days written notice to the other party at the addresses listed above. Upon termination
    of this Agreement, DKA warrants that they shall deliver to GOLD TORRENT at its request any and all materials and information
    relating to the Services, including but not limited to, any and all files, agreements, reports, correspondence maps, analytical
    work, samples, and every other matter related thereof. After such termination DKA may be instructed to prepare and deliver
    to GOLD TORRENT a final report. In the event of termination, DKA shall be paid for services performed to the termination date
    and reasonable termination expenses to be agreed with GOLD TORRENT at the time of termination. DKA shall also maintain all
    matters herein in confidence for a period of one year after such termination unless required to disclose such matters under
    law. 


 


V.
COMPLIANCE WITH STATE AND FEDERAL LAWS 


 


DKA
shall comply with all requirements of any applicable federal, state or local law, rule or regulation. DKA represents that it has
all licenses or other authorizations required to enable it to perform services hereunder in the jurisdiction where the services
are to be performed.


 


VI.
INDEPENDENT CONTRACTOR 


 


DKA
is and shall be in the performance of all work, services and activities under this Agreement an independent contractor. DKA shall
not in any way at any time be an employee or agent of GOLD TORRENT, and shall not indicate or represent to any third party that
DKA is an employee or agent of GOLD TORRENT. DKA shall have no power to commit GOLD TORRENT to any third party. No withholding
for federal or state income tax or any other tax or contribution shall be deducted from payments to DKA. DKA shall be solely responsible
for payment of taxes on any amounts received by DKA under this Agreement.


 


VII.
PROFESSIONAL RESPONSIBILITY 


 


Services
performed by DKA will be conducted in a manner consistent with that level of care and skill ordinarily exercised by other members
of the consulting professions currently practicing under similar conditions subject to the time limits and financial and physical
constraints applicable to the Services.


 


VIII.
HOLD HARMLESS 


 


	1.	DKA
    shall, at all times, indemnify and save harmless GOLD TORRENT and its officers, directors, agents and employees from and against
    all claims, damages, losses and expenses, including, but not limited to attorney’s fees, court and arbitration costs,
    to the extent directly attributable to the negligent acts, errors or omissions of DKA while performing services under this
    Agreement. 
	 	 
	2.	GOLD
    TORRENT shall, at all times, defend, indemnify and save harmless DKA and its subcontractors, DKA’s, agents, officers,
    directors and employees from and against all claims, damages, losses and expenses, including but not limited to attorney’s
    fees, court and arbitration costs, arising out of or resulting from the services of DKA, inclusive of claims made by third
    parties, or any claims against DKA arising from the negligent, reckless, or intentional acts of GOLD TORRENT, its employees,
    agents, contractors and subcontractors. 


 




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	3.	GOLD
    TORRENT shall immediately notify DKA of any defects or suspected defects arising directly or indirectly from DKA’s performance
    under this agreement, negligent acts, errors or omissions. GOLD TORRENT and DKA agree that all claims and legal actions arising
    directly or indirectly from this Agreement or the services of DKA shall be filed no later than three (3) years from GOLD TORRENT’s
    actual or constructive notice of the existence of defects or suspected defects. 
	 	 
	4.	Neither
    party shall be responsible to the other for lost revenues, lost profits, cost of capital, claims of customers, or other special,
    indirect, consequential or punitive damages. 


 


IX.
NONDISCLOSURE AND OWNERSHIP OF WORK PRODUCT 


 


	1.	DKA
    shall not, without the prior written consent of GOLD TORRENT, disclose to any third party the fact that GOLD TORRENT and DKA
    have entered into this Agreement unless such knowledge is publicly available. 
	 	 
	2.	DKA
    shall maintain all information and matters involving GOLD TORRENT and the services provided by DKA in confidence except insofar
    as shall be required to perform the services hereunder, or as may come into the public domain through sources beyond control
    of DKA or as required by law. 
	 	 
	3.	All
    reports, publications, exhibits, films, data, conclusions and other work product furnished by GOLD TORRENT to DKA or is obtained
    or developed by DKA under this Agreement and all information regarding GOLD TORRENT’s business plans, operations, properties,
    practices, methods, inventions and discoveries shall be and remain the property of GOLD TORRENT, and the same shall be kept
    confidential by DKA, who shall not disclose the same to any third person directly or indirectly except upon the prior written
    consent of GOLD TORRENT. Upon termination of this Agreement or upon the prior request of GOLD TORRENT, DKA will deliver such
    work product and information to GOLD TORRENT, maintaining only such copies as are necessary to support its professional responsibilities.
    
	 	 
	4.	DKA
    shall not, during the duration of this Agreement, acquire any interest, direct or indirect, in any mining claims, leases,
    mining rights or fee lands in any lands within 2 miles of the perimeter of GOLD TORRENT owned properties without GOLD TORRENT’s
    prior written consent. Any interest acquired in violation of this paragraph shall, at GOLD TORRENT’s request and at
    no cost to GOLD TORRENT, be conveyed to GOLD TORRENT. 


 


X.
AMENDMENT


 


This
Agreement may only be amended in writing, signed by each party hereto.


 


XI.
ASSIGNMENT


 


Neither
this Agreement nor any payments due to DKA hereunder shall be assigned nor shall any services provided for herein be subcontracted
by DKA without first obtaining GOLD TORRENT’s written consent, which consent shall not be unreasonably withheld.


 




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XII.
BINDING EFFECT


 


The
terms of this Agreement shall apply to and be binding upon the successors and permitted assigns of the respective parties hereto.


 


XIII.
WAIVER AND SEVERABILITY


 


If
any part of this Agreement, for any reason, is declared invalid or void, such declaration shall not affect the remaining portions
of the Agreement which shall remain in full force and effect as if this Agreement had been executed with the invalid portion eliminated.
However, if any provision which has been declared invalid or unenforceable shall be a provision that would prevent the continued
and complete performance of this Agreement by DKA and GOLD TORRENT, then DKA and GOLD TORRENT hereby agree that they will renegotiate
that term or provision in order to otherwise render the Agreement valid and enforceable. If either of DKA or GOLD TORRENT decides
not to enforce a provision of this Agreement, such decision in favor of non-enforcement shall not constitute a waiver of the right
of that party in the future to enforce that provision of the Agreement in the event of any subsequent breach or failure to comply
in full with that provision of the Agreement.


 


XIV.
GOVERNING LAW.


 


Except
to the extent that this Agreement may be governed by any federal law, including federal bankruptcy law, this Agreement shall be
governed by, construed and interpreted under, and enforced exclusively in accordance with the laws of the State of Idaho, and
the courts in the state of Idaho shall have jurisdiction with respect to any dispute arising hereunder.


 


XV.
EXECUTION IN COUNTERPARTS


 


This
Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which shall constitute
but one and the same instrument. Any such counterpart may be signed by one or more of DKA and GOLD TORRENT as long as each of
them has signed one or more of such counterparts.


 


XVI.
NO CONSTRUCTION AGAINST DRAFTER


 


The
DKA and GOLD TORRENT hereby acknowledge that they have reviewed this Agreement and have been afforded an opportunity to consult
with an attorney. DKA and GOLD TORRENT concur that any rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not apply in the interpretation of any provision of this Agreement.


 


XVII.
ENTIRE AGREEMENT


 


This
Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof. IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first above written.


 


	Daniel
    Kunz & Associates, LLC	 	Gold
    Torrent Inc.
	 	 	 
	/s/
    Alexander Kunz	 	/s/
    Ryan Hart
	Alexander
    Kunz, Partner	 	Ryan
    Hart, Presiden t


 




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EXHIBIT
A


 


BILLING
RATES


 


	1.	The
    hourly rates for the services of Consultant will be:


 


	Personnel	 	Speciality	 	Billing Rate per Hour	 
	Pete Parsley	 	Geology, Resource	 	$	150.00	 
	Bruce Thorndycraft	 	Metallurgy, Project Development	 	$	150.00	 
	Bryan Bishop	 	Mine planning, development	 	$	150.00	 



 


	2.	An
    addition of 7% to hourly rates will be included in each invoice to cover computer hardware/software, communication and reproduction
    costs.
	 	 
	3.	If
    travel outside of DKA’s individual consultant’s city of residence is directed by GOLD TORRENT, Consultant shall
    also be entitled to reimbursement of pertinent business expenses such as meals, travel, lodging, rental fees, and personal
    vehicle mileage at the published IRS rates. Consultant shall be responsible for the arrangement and payment of all travel
    expenses. Expense reports shall be submitted for approval every 30 days or more frequently as needed.
	 	 
	4.	Subcontract
    costs approved by GOLD TORRENT in advance may be invoiced at cost plus 10%.


 




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EXHIBIT
B


 


Work
Orders


 


WORK
ORDER 1:


 


Prior
to GOLD TORRENT obtaining its 2015 equity funding DKA shall provide the following services:


 


	 	●	Pete
    Parsley to be available and work 27 hours per month for a retainer of $4,000 per month
	 	 	 
	 	●	Bruce
    Thorndycraft to be available and work 27 hours per month for a retainer of $4,000 per month
	 	 	 
	 	●	Bryan
    Bishop to be available and work 27 hours per month for a retainer of $4000 per month


 


Total
monthly services $9,529.61


 


DRAFT
WORK ORDER 2 (Pending):


 


	Technical
    Program	 
	Metallurgical
    Testwork	 
	Bruce
    Thorndycraft Sr Metallurgist	 
	Pete
    Parsley Sr. Geologist	 
	Assays	 
	Travel	 
	McClellan
    Lab gravity test work	 
	Samples
    shipments	 
	flow
    sheet development	 
	Subtotal
    Metallurgical Testwork	 
	 	 
	NI
    43-101 Report Preparation	 
	HardRock
    Consultants Economic PFS	 
	Mining
    Engineer	 
	David
    Lineburger Consultant	 
	Pete
    Parsley Sr. Geologist	 
	Assistant
    technical	 
	travel	 
	Computer
    modeling	 
	Subtotal
    NI 43-101 Report Preparation	 
	 	 
	Mine
    Planning, Mill Design, Site Engineering	 
	Mill
    Site Acquisition	 
	B
    Thordnycraft Sr Metallurgist	 
	P
    Parsley Sr Geologist	 
	Mining
    Engineer	 
	B
    Loefflur Sr Permitting Specialist	 
	Plant
    Design Firm	 
	Site
    Engineering	 
	Mine
    Design Firm	 
	Subtotal
    Design and Engineering	 


 




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