CONSULTING
AGREEMENT


 


THIS
AGREEMENT made effective as of July 23, 2015.


 


BETWEEN:


 


GOLD
TORRENT INC., a company incorporated under the laws of Nevada


 


(the
“Company”)


OF
THE FIRST PART


 


AND:


 


RYAN
HART, an individual with a residence at 6700 Indian Creek Dr; Apt. 707; Miami, FL 33141


 


(the
“Consultant”)


OF
THE SECOND PART


 


WHEREAS:


 


	A.	The
    Company is a publicly listed company in the business of mineral exploration and development and mining activities;
	 	 
	B.	The
    Consultant is in the business of providing executive, managerial, and consulting services in the field of management, capital
    raising and financing associated with mineral development and mining activities and has been providing these services to the
    Company since the Company’s inception as a mining company; and
	 	 
	C.	The
    Company wishes to continue to have the benefit of the Consultant’s services, to be provided solely by Ryan Hart (“Hart”),
    the Consultant (the term “Consultant” will also be used herein, where appropriate, as a reference to Hart) and
    wishes to memorialize in writing the terms of this arrangement.


 


NOW
THEREFORE this Agreement witnesses that the parties hereto, in consideration of the premises and of the respective covenants and
agreements on the part of them herein contained, do hereby covenant each with the other as follows:


 


	1.	Duties
    and Responsibilities
	 	 
	1.1	The
    Company hereby retains the Consultant to perform full time executive, managerial and consulting services to the Company, subject
    to the general direction of the Chief Executive Officer (the “CEO”) of the Company. The Consultant agrees that
    Hart shall be the sole person entitled and required to provide these services on behalf of the Consultant, and the Consultant
    shall also cause Hart and only Hart to act as President of the Company and to serve as a director of the Company and to hold
    such additional offices to which he may be appointed by the Company or any subsidiary of the Company. The Consultant will
    cause Hart to accept these positions subject to the terms and conditions set forth in this Agreement.


 




    	 	 	 



     

    

 


	1.2	The
    Consultant shall, and the Consultant shall cause Hart to, carry out all lawful instructions and directions given to it or
    him by the CEO from time to time and perform its or his duties to the utmost of its or his ability. The Consultant shall use
    its best efforts to promote the interests and goodwill of the Company and shall conduct itself, and shall cause Hart to conduct
    itself, in a diligent, competent and businesslike manner.
	 	 
	1.3	The
    Consultant agrees that it will cause Hart to undertake such reasonable amount of travel away from the principal office of
    the Company as may be reasonably necessary and the Company agrees to reimburse all reasonable expenses incurred by the Consultant
    in that regard.
	 	 
	1.4	The
    Consultant shall be an independent contractor and not the servant, employee or agent of the Company.
	 	 
	1.5	The
    character of the Consultant’s service contract and the Consultant’s remuneration may be changed from time to time
    by mutual written consent without thereby terminating this Agreement and, notwithstanding any change in the Consultant’s
    services to the Company in any capacity whatsoever and at whatever compensation, the Consultant’s engagement shall be
    construed as continuing under this Agreement as modified.
	 	 
	2.	Term
	 	 
	2.1	The
    term (“Term”) of the Consultant’s engagement under this Agreement shall commence on July 1, 2015 and, except
    in the case of earlier termination as hereinafter specifically provided for, shall continue for a period of two years and
    shall be automatically renewed for an additional year on each anniversary thereafter of this Agreement unless otherwise terminated
    as provided for hereunder.
	 	 
	3.	Conflicts
    of Interest
	 	 
	3.1	The
    Consultant shall cause Hart to devote his business time, best efforts, skills and attention on a full time basis to perform
    his duties and responsibilities hereunder faithfully and diligently. The Consultant shall cause Hart to perform the work and
    services required of him under the terms of this Agreement during the hours that are commensurate with his position and duties,
    having regard to prevailing industry standards for similar businesses operated in accordance with sound and efficient business
    policies. The Consultant acknowledges that in the performance of his duties in relation to the Company and its subsidiaries,
    Hart will be required from time to time to travel and perform his duties and fulfil his responsibilities elsewhere than at
    the Company’s principal office in Vancouver as may be necessary for the furtherance and conduct of the business of the
    Company.
	 	 
	3.2	Notwithstanding
    section 3.1, the Company acknowledges that Hart has other business interests. The Consultant acknowledges and agrees that
    Hart’s other interests shall not interfere with Hart’s duties hereunder.
	 	 
	3.3	The
    Consultant shall refer to the CEO all matters and transactions in which a real or perceived conflict of interest between the
    Consultant and the Company may arise, however remote the possibility, and shall not proceed with such matters or transactions
    until the CEO’s approval thereof is obtained. For purposes of clarification, this section 3.3 is not intended to limit
    in any way the other fiduciary obligations of Hart to the Company which may arise in law or equity.


 




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	4.	Fees
    and Benefits
	 	 
	4.1	The
    Consultant shall be remunerated as follows during the Term:


 


	 	(a)	the
    payment of a consulting fee of $170,000 per annum subject to annual adjustment as the Board of Directors (“Board”)
    in its discretion may determine, one-twelfth of which amount is payable monthly on the last day of each month; and
	 	 	 
	 	(b)	the
    payment of an annual bonus, if any, at the Board’s discretion based upon performance of the Consultant and the Company
    during the preceding fiscal year, to be determined and payable as soon as practicable after the Company’s fiscal year.


 


	4.2	The
    Consultant and/or Hart shall be entitled to participate in the Company’s stock option plan on such terms and conditions
    as would be commensurate with his positions with the Company, recognizing that the terms of option grants are at the sole
    discretion of the Company’s Compensation Committee and Board of Directors.
	 	 
	4.3	The
    Consultant and/or Hart shall be entitled to participate in any and all benefit plans that the Company provides to its employees
    generally.
	 	 
	4.4	The
    Company shall reimburse the Consultant and Hart for all reasonable and documented travel, entertainment and other business
    expenses actually and properly incurred by it or him in relation to the Company’s business as they are incurred, subject
    to approval by the Lead Director of the Company in the event such expenses fall outside of budgeted amounts.
	 	 
	4.5	The
    Consultant shall, without any deduction of its fee payable hereunder, be allowed a hiatus from performing its duties hereunder
    for a period of four weeks during each year of its engagement hereunder at such time or times as may be selected by the Consultant
    and as are in accordance with the Company’s reasonable policies and operating requirements.
	 	 
	4.6	Hart
    shall, throughout the Term, be the employee of the Consultant and not of the Company, and the Consultant shall pay any and
    all taxes, unemployment insurance premiums, pension premiums or contributions and any other statutory payments or assessments
    of any nature or kind whatsoever that are payable by virtue of the relationship of employer and employee existing between
    the Consultant and Hart.
	 	 
	5.	Termination
	 	 
	5.1	The
    Consultant may terminate this Agreement in the following manner:


 


	 	(a)	by
    providing not less than three months notice in writing to the Company; or
	 	 	 
	 	(b)	during
    the Term with the express prior written consent of the Company; or
	 	 	 
	 	(c)	when
    the Company is in material default of any of its obligations under section 4 hereof, in which event the Consultant may, where
    such default has not been cured within 15 days of delivery of notice thereof in writing to the Company, terminate its engagement
    upon 30 days notice in writing to the Company, in which case the Company shall pay the Consultant the termination benefit
    described in this section.


 




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	5.2	The
    Company may terminate the engagement of the Consultant under this Agreement in the following manner and in the following circumstances:


 


	 	(a)	cause
    for termination of the Consultant at common law exists resulting from, without limiting the generality of the foregoing, fraud,
    dishonesty, illegality, breach of statute or regulation, or gross incompetence;
	 	 	 
	 	(b)	failure
    on the part of the Consultant to disclose material facts concerning its or Hart’s business interests outside the Company;
	 	 	 
	 	(c)	refusal
    on the part of the Consultant or Hart to follow the reasonable and lawful directions of the CEO;
	 	 	 
	 	(d)	breach
    of fiduciary duty on the part of the Hart to the Company as a director of the Company; 
	 	 	 
	 	(e)	material
    breach of this Agreement or gross negligence on the part of the Consultant or Hart in carrying out the Consultant’s
    duties under this Agreement; 
	 	 	 
	 	(f)	immediately
    and without notice upon the death of Hart and without any pay or termination benefit or compensation other than the consulting
    fee, accrued annual bonus and benefits due to the Consultant pro-rated up to and including the date of death; or
	 	 	 
	 	(g)	if
    the Consultant, by reason of illness or mental or physical disability or incapacity of Hart, fails to provide his services
    as set out in section 1 above for any two (2) consecutive calendar months, then by one (1) month’s notice in writing
    from the Company to the Consultant.


 


	5.3	This
    Agreement and the services of the Consultant and Hart may also be terminated by the Company, without cause, upon payment to
    the Consultant upon termination of an amount equal to one and one-half (1 1⁄2) times the then applicable annual fee payable
    to the Consultant pursuant to section 4.1(a) hereof, less all deductions required by law, and continuation of all benefits
    available pursuant to section 4.3 hereof for payment of Company’s cost of benefits in lieu thereof for an 18-month period
    following termination, all in lieu of notice, severance, damages or other payments of any kind whatsoever.
	 	 
	5.4	Upon
    any termination of his engagement hereunder, the Consultant shall:


 


	 	(a)	cause
    Hart to immediately resign all offices held (including directorships) in the Company (and any subsidiary company or other
    affiliated company of the Company) and, save as provided in this Agreement, neither the Consultant or Hart shall be entitled
    to receive any additional severance payment or additional compensation for loss of office or otherwise by reason of the resignation.
    If the Hart fails to resign as mentioned the Company is irrevocably authorized to appoint a person in his name and on his
    behalf to sign any documents or do any things necessary or requisite to give effect to the resignation, and
	 	 	 
	 	(b)	turn
    over to the Company all books of account, records, reports and other documents, materials and property used by the Consultant
    or Hart in the performance of its or his duties herein prescribed or otherwise belonging to the Company.


 


	5.5	The
    termination of the Consultant’s engagement hereunder will not affect the provisions of section 7 of this Agreement which
    shall survive such termination and continue in full force and effect.


 




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	6.	Changes
    of Control
	 	 
	6.1	If
    at any time during the term of this Agreement there is a change of control of the Company, as defined below, which has not
    been approved by the Board, the Consultant will have the option, exercisable for a period of six months following such change
    of control, to treat this Agreement as terminated. The Consultant shall then be entitled to receive from the Company in lieu
    of payments, if any, owing under section 5.3 hereof an amount equal to two and three quarters times (2.75) the then applicable
    annual fee payable to the Consultant pursuant to section 4.1(a) hereof, together with customary benefits or payment of the
    Company’s cost of benefits in lieu thereof and bonuses which would accrue over the two-year period following such deemed
    termination of the Agreement.
	 	 
	6.2	For
    the purposes of this Agreement:


 


	 	(a)	“change
    of control of the Company” shall mean the occurrence of any of the following events:


 


	 	 	(i)	less
    than 51% of the Board of the Company being composed of Continuing Directors (as defined herein); or
	 	 	 	 
	 	 	(ii)	a
    person (within the meaning of the provisions of the Securities Act (British Columbia) (the “Securities Act”)),
    alone or with its affiliates, associates or persons with whom such person is acting jointly or in concert (all within the
    meaning of the Securities Act), becoming, following the date of this Agreement, the beneficial owner (also within the meaning
    of the Securities Act) of more than 50% of the total voting rights attaching to all classes then outstanding of the Company
    having under all circumstances the right to vote on any resolution concerning the election of directors;


 


	 	(b)	“Continuing
    Director” shall mean an individual who becomes a member of the Board subsequent to the date of this Agreement with the
    approval of at least a majority of the Continuing Directors who are members of the Board at the date that the individual became
    a member of the Board; provided always that any Continuing Director who abstained from voting in respect of or did not vote
    against the resolution of the Board appointing a member thereof subsequent to the date of this Agreement or who was not present
    at the meeting at which such resolution was considered shall for the purposes of this definition be deemed to have given his
    approval to the appointment to the Board of such member.


 


	7.	Confidential
    Information and Restrictive Covenant
	 	 
	7.1	The
    Consultant acknowledges the following:


 


	 	(a)	in
    connection with its engagement by the Company, the Consultant and its affiliates and representatives (including Hart) will
    have access to financial, operating, technical and other information concerning the Company and access to confidential records
    of the Company containing such information, some of which has not previously been made available to the public at large prior
    to the date hereof (“Confidential Information”);
	 	 	 
	 	(b)	Confidential
    Information received by the Consultant, its affiliates or its representatives in the course of its engagement with the Company
    is considered by the Company to be confidential in nature; and
	 	 	 
	 	(c)	there
    are restrictions on the purchase of securities imposed by applicable U.S. securities laws and other domestic and foreign laws
    relating to the possession of material information about a public company which has not previously been made available to
    the public at large.


 




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	7.2	In
    relation to Confidential Information, the Consultant agrees as follows:


 


	 	(a)	the
    Consultant will, and will cause all of its affiliates and representatives (including Hart) to, keep in confidence all Confidential
    Information;
	 	 	 
	 	(b)	the
    Consultant will not (and will cause all of its representatives to not), either during the term of his engagement with the
    Company, or at any time thereafter, disclose or reveal in any manner whatsoever, the Confidential Information to any other
    person except as required to carry out the terms of its engagement, nor shall it make any use thereof, directly of indirectly,
    for any purpose other than the purposes of the Company. The term “person” as used in this section 7 shall be interpreted
    very broadly and shall include without limitation any Company, company, joint venture, partnership or individual; and
	 	 	 
	 	(c)	in
    the event that the Consultant’s engagement with the Company is terminated for any reason whatsoever, it shall return
    to the Company (and shall cause all of its representatives to return to the Company), promptly upon the Company’s written
    request therefor, any documents, photographs, magnetic tapes, and other property containing Confidential Information which
    were received by the Consultant or its representatives pursuant hereto without retaining copies thereof.


 


	7.3	The
    provisions of this section 7 relating to Confidential Information will not apply to any part of such Confidential Information
    which the Consultant can clearly demonstrate to the satisfaction of the Company is now or subsequently becomes part of the
    public domain through no violation of the provisions hereof, or was in the Consultant’s lawful possession prior to its
    disclosure to it or its representatives by the Company.
	 	 
	7.4	The
    Consultant shall not, and shall cause Hart and its affiliates to not, except on behalf of the Company, at any time during
    the Term of this Agreement and within one year following the termination of this Agreement with the Company, either alone
    or with any other person, whether as principal, agent, shareholder, officer, adviser, manager, employee, or otherwise, do
    the following: 


 


	 	(a)	acquire,
    lease or otherwise obtain or control any beneficial, direct or indirect interest in mineral rights, or other rights or lands
    necessary to develop, any mineral property in which the Company and its affiliates at the time of termination has a beneficial
    interest or is actively seeking to acquire, or that is within a distance of five (5) kilometres from any point on the outer
    perimeter of any such property in which the Company and its affiliates has a beneficial interest or that it is seeking to
    acquire;
	 	 	 
	 	(b)	conduct
    any exploration or production activities or otherwise work on or in respect of any mineral property within a distance of five
    (5) kilometres from any point on the outer perimeter of any mineral property in which the Company and its affiliates then
    has a beneficial interest or is actively seeking to acquire;
	 	 	 
	 	(c)	solicit,
    divert or hire away, or attempt to solicit, divert, or hire away, any independent contractor or any person employed by any
    member of the Company and its affiliates or persuade or attempt to persuade any such individual to terminate his or her contract
    or employment with any member of the Company and its affiliates; and
	 	 	 
	 	(d)	impair
    or seek to impair the reputation of any member of the Company and its affiliates, or impair or seek to impair any relationships
    that any member of the Company and its affiliates has with its employees, customers, suppliers, agents or other parties with
    which any member of the Company and its affiliates does business or has contractual relations.


 




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	7.5	If,
    notwithstanding the prohibition set forth in the preceding paragraph, the Consultant, its affiliates or Hart acquires leases
    or otherwise obtains or controls any interest, directly or indirectly, in breach of section 7.4, the Consultant shall notify
    the Company of such acquisition within the thirty (30) days immediately following the date of such acquisition and the Consultant
    agrees, upon demand by the Company, to convey or cause to be conveyed such interest to the Company as soon as practicable
    thereafter, in consideration of the payment by the Company to the Consultant of the cost of acquisition.
	 	 
	7.6	The
    Consultant acknowledges that the Company would not have an adequate remedy at law for monetary damages in the event that the
    covenants contained in this section 7 are not performed in accordance with their terms and therefore agree that the Company
    shall be entitled to specific enforcement of the terms hereof in addition to any other remedy to which it may be entitled,
    at law or in equity.
	 	 
	7.7	The
    Consultant shall, in addition to any damages which may result from any breach of any provision of this section 7, pay to the
    Company the costs, including reasonable attorney’s fees, incurred by the Company in curing such breach or in enforcing
    the terms and conditions of this Agreement.
	 	 
	7.8	The
    Consultant expressly acknowledges that the Company’s geographic area of interest consists of North America and the Consultant
    agrees that any prospective mineral properties in these countries which are identified by or made available to the Consultant
    and Hart shall be subject to the provisions of section 3.3 of this Agreement.
	 	 
	7.9	The
    Consultant agrees that all restrictions in this section 7 are necessary and fundamental to the protection of the business
    of the Company and are reasonable and valid, and the Consultant hereby waives all defences to the strict enforcement thereof
    by the Company.
	 	 
	8.	Severability
	 	 
	8.1	The
    invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other
    provision, and any invalid provision will be severable from this Agreement and the remaining provisions thereof shall remain
    in force and be binding upon the parties as though the severed provision or provisions had never been included.
	 	 
	9.	Governing
    Law
	 	 
	9.1	This
    Agreement is governed by and is to be construed, interpreted and enforced in accordance with the laws of Idaho.


 




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	10.	Entire
    agreement
	 	 
	10.1	As
    of the date hereof, this Agreement supersedes all prior agreements between the parties, and constitutes the entire agreement
    between the parties. The parties agree that there are no other collateral agreements or understandings between them except
    as set out in this Agreement.
	 	 
	11.	Amendment
	 	 
	11.1	This
    Agreement may be amended only in writing by the parties hereto.
	 	 
	12.	Headings
	 	 
	12.1	All
    headings in this Agreement are for convenience only and shall not be used for the interpretation of this Agreement.
	 	 
	13.	Successors
    and Assigns


 


	13.1	The
    rights of the Consultant under this Agreement and its obligations to have the services performed by Hart are not assignable
    or transferable in any manner. 
	 	 
	14.	Notice
	 	 
	14.1	Any
    notice required or permitted to be made or given under this Agreement to either party shall be in writing and shall be sufficiently
    given if delivered personally, by telecopy or if sent by prepaid registered mail to the intended recipient of such notice
    at:


 


	 	(a)	in
    the case of the Company, to:


 


	 	 	Gold
    Torrent Inc.
	 	 	Attention:
    Daniel Kunz
	 	 	960
    Broadway Ave Suite 530
	 	 	Boise,
    Idaho 83706
	 	 	 
	 	 	Fax
    No.: 208-343-1777


 


	 	(b)	in
    the case of the Consultant, to:


 


	 	 	Ryan
    Hart
	 	 	 
	 	 	Fax
    No.: 208 343-1777


 




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	 	or
    at such other address as the party to whom such writing is to be given shall provide in writing to the party giving the said
    notice. Any notice delivered to the party to whom it is addressed shall be deemed to have been given and received on the day
    it is so delivered or sent by telecopy and so received, or, if such day is not a business day, then on the next business day
    following any such day. Any notice mailed shall be deemed to have been given and received on the fifth business day following
    the date of mailing.


 


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


 


	GOLD
    TORRENT INC.	 	RYAN
    HART
	 	 	 	 	 
	Per:	/s/
    Daniel Kunz	 	Per:	/s/
    Ryan Hart
	 	Daniel
    Kunz , CEO	 	 	Ryan
    Hart


 




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