10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

or

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to ______________________

Commission file number: 000-53872

GOLD TORRENT, INC.
(Exact name of registrant as specified in its charter)

Nevada	06-1791524
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

960 Broadway Avenue

Suite 530

Boise, Idaho 83706

(Address of principal executive offices, including zip code)

(208) 343-1413

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, Par Value $0.001

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

Indicate by check mark whether the Company is a larger accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller reporting company	[X]
		Emerging growth company	[  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

As of November 14, 2017, the registrant’s outstanding common stock consisted of 19,778,552 shares.

Table of Contents

	PART I – FINANCIAL INFORMATION
Item 1.	Interim Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	23
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
	SIGNATURES	26

 2

PART 1 – FINANCIAL INFORMATION

Item 1. Interim Consolidated Financial Statements

The unaudited interim consolidated financial statements of GOLD TORRENT, INC. (“we”, “our”, “us”, the “Company”) follow. All currency references in this report are to US dollars unless otherwise noted.

 3

GOLD TORRENT, INC.

Interim Consolidated Balance Sheets

(Unaudited - Expressed in US dollars)

	September 30, 2017			March 31, 2017
				(Audited)
Assets
Current
Cash	$	4,001,294		$	1,584,684
Advances receivable		651,110			-
Prepaids and deposits		76,739			153,487
		4,729,143			1,738,171
Long Term Assets
Mineral property interest (Note 4)		4,285,714			405,406
Property, plant and equipment (Note 5)		3,860,603			-
		8,146,317			-
Total Assets	$	12,875,460		$	2,143,577
Liabilities
Current
Accounts payable (Note 6)	$	644,063		$	356,274
Accrued liabilities		543,586			475,573
Payroll liabilities		86,384			-
		1,274,033			831,847
Long Term Liabilities
Long-term debt (Note 7)		8,500,000			2,000,000
Total Liabilities		9,774,033			2,831,847
Stockholders’ Equity (Deficiency)
Common Stock (Note 10)
Authorized:
200,000,000 common shares, $0.001 par value
20,000,000 preferred shares, $0.001 par value
Issued and outstanding:
19,778,550 common shares, $0.001 par value		19,779			33,087
(March 31, 2017 – 14,758,600 common shares)
Additional Paid-in Capital		5,580,546			3,057,263
Contributed Surplus (Notes 10 and 11)		208,808			208,808
Non-controlling Interest (Note 4)		3,993,370			-
Deficit		(6,701,076	)		(3,987,428	)
Total Stockholders’ Equity (Deficiency)		3,101,427			(688,270	)
Total Liabilities and Stockholders’ Equity (Deficiency)	$	12,875,460		$	2,143,577

Nature of operations and going concern (Note 1)

See accompanying notes to interim financial statements.

 4

GOLD TORRENT, INC.

Interim Consolidated Statements of Operations

(Unaudited - Expressed in US dollars)

	For the Three Months Ended September 30, 2017			For the Three Months Ended September 30, 2016			For the Six Months Ended September 30, 2017			For the Six Months Ended September 30, 2016
Expenses
Accounting and legal	$	93,889		$	40,253		$	174,321		$	75,553
Advertising and promotion		-			-			12,049			-
Bank charges and interest		465			347			793			1,584
Depreciation		1,942			-			3,681			-
Executive compensation and payroll (Note 8)		391,940			121,250			754,916			242,500
Development		-			251,778			-			414,360
Insurance		115,543			-			214,148			-
Licenses and fees		6,013			45,139			11,691			50,499
Office		30,433			973			70,851			6,321
Share-based payments		-			-			1,725,000			-
Travel and transport		14,105			9,505			38,542			23,193
Loss before Other Items		(654,330	)		(469,245	)		(3,005,992	)		(814,010	)
Gain on settlement of debt		-			66,000			-			66,000
Net Loss and Comprehensive Loss for the Period	$	(654,330	)	$	(403,245	)	$	(3,005,992	)	$	(748,010	)
Attributed to non-controlling interest	$	(161,089	)	$	-		$	(292,344	)	$	-
Attributed to stockholders of the company	$	(493,241	)	$	(403,245	)	$	(2,713,648	)	$	(748,010	)
Weighted average number of common shares outstanding		18,977,811			12,468,162			18,574,997			12,619,203
Basic and diluted loss per share	$	(0.03	)	$	(0.03	)	$	(0.15	)	$	(0.06	)

See accompanying noted to interim financial statements.

 5

GOLD TORRENT, INC.

Interim Consolidated Statements of Cash Flows

(Unaudited - Expressed in US dollars)

	For the Six Months Ended September 30, 2017			For the Six Months Ended September 30, 2016
Cash Flow from Operating Activities
Net loss for the period	$	(3,005,992	)	$	(748,010	)
Items not involving cash:
Share- based payments		1,725,000			-
Gain on settlement of debt		-			(66,000	)
Amortization		3,681			-
Changes in non-cash working capital items:
Advances receivable		(651,110	)		-
Prepaids and deposits		76,748			82,808
Accounts payable and accrued liabilities		355,802			61,972
Payroll liabilities		86,384			-
Cash Used in Operating Activities		(1,409,487	)		(669,230	)
Cash Flow from Investing Activity
Purchase of property, plant and equipment		(3,458,878	)		(100,507	)
Cash used in Investing Activity		(3,458,878	)		(100,507	)
Cash Flow from Financing Activities
Proceeds from issuance of common stock		784,975			960,000
Proceeds from long-term debt		6,500,000			-
Repayment of shareholders’ loan		-			(93,793	)
Cash provided by financing Activities		7,284,975			866,207
Increase in Cash		2,416,610			96,470
Cash, Beginning of Period		1,584,684			265,315
Cash, End of Period	$	4,001,294		$	361,785
Supplemental Information
Taxes paid	$	-		$	-
Interest paid	$	-		$	-

See accompanying notes to interim financial statements.

 6

GOLD TORRENT, INC.

Interim Consolidated Statements of Stockholders’ Equity (Deficiency)

(Unaudited - Expressed in US dollars)

	Shares of Common Stock Issued		Common Stock			Additional Paid-in Capital		Contributed Surplus		Non-controlling Interest			Deficit			Total
Balance, March 31, 2016		10,828,600	$	29,157		$	1,606,193	$	208,808	$	-		$	(2,040,757	)	$	(196,599	)
Shares issued for cash		3,930,000		3,930			1,451,070		-		-			-			1,455,000
Net loss for the year		-		-			-		-		-			(1,946,671	)		(1,946,671	)
Balance, March 31, 2017		14,758,600		33,087			3,057,263		208,808		-			(3,987,428	)		(688,270	)
Par value adjustment		-		(18,328	)		18,328		-		-			-			-
Mineral property leases contributed		-		-			-		-		4,285,714						4,285,714
Shares issued for cash		1,569,950		1,570			783,405		-		-			-			784,975
Share-based payments		3,450,000		3,450			1,721,550		-		-			-			1,725,000
Net loss for the period		-		-			-		-		(292,344	)		(2,713,648	)		(3,005,992	)
Balance, September 30, 2017		19,778,550	$	19,779		$	5,580,546	$	208,808	$	3,993,370		$	(6,701,076	)	$	3,101,427

See accompanying notes to interim financial statements.

 7

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

1.     Nature of Operations and Going Concern

Gold Torrent, Inc. (the “Company”) was incorporated in Nevada as Celldonate Inc. on August 15, 2006. Historically we were in the business of developing mobile monetization solutions and applications. On September 10, 2013, certain shareholders, including the Company’s current Chief Executive Officer and its President, acquired approximately 53% of the Company’s issued and outstanding common stock resulting in a change of control. In connection with the transaction, Daniel Kunz was appointed Executive Chairman and Ryan Hart was appointed Chief Executive Officer and President. Thereafter, the Company began to focus on acquiring ownership in late-stage exploration to development stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America. During the fiscal year ended March 31, 2015, the Company entered into an Exploration and Option to Enter Joint Venture Agreement with a third party (Note 4).

The Company has incurred losses since inception and has an accumulated deficit of $6,701,076 (March 31, 2017 - $3,987,428) as of September 30, 2017. As at September 30, 2017, the Company has working capital of $3,455,110 (March 31, 2017 - $906,324).

These factors raise some doubt about the ability of the Company to continue as a going concern. The Company’s continuance as a going concern is dependent on the success of the efforts of its directors and principal stockholders in providing financial support in the short-term, and achieving profitable operations. In the event that such resources are not secured, the assets may not be realized or liabilities discharged at their carrying amounts, and the difference from the carrying amounts reported in these consolidated financial statements could be material.

These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of the assets or the amounts and classifications of the liabilities that may result from the inability of the Company to continue as a going concern.

2.     Significant Accounting Policies

(a) Basis of presentation

These unaudited interim financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional and reporting currency is the US dollar.

These unaudited consolidated interim financial statements include the accounts of the Company and the accounts of the Company’s 70% owned subsidiary, Alaska Gold Torrent, LLC, incorporated in the State of Alaska. For all periods presented, all significant inter-company accounts and transactions have been eliminated in the consolidated financial statements.

The results of operations for the consolidated interim period presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending March 31, 2018. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted. These unaudited consolidated interim financial statements and notes included herein have been prepared on a basis consistent with, and should be read in conjunction with, the Company’s audited financial statements and notes for the year ended March 31, 2017, as filed in its Form 10-K.

(b) Use of estimates

The preparation of interim consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to accounts payable and accrued liabilities, the fair value of warrants attached to common shares issued, the fair value of shares issued for services, the fair value of stock options granted, and the recoverability of income tax assets.

 8

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

2. Significant Accounting Policies (continued)

(b) Use of estimates (continued)

While management believes the estimates used are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

(c) Basic and diluted earnings (loss) per share

Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding. Diluted earnings (loss) per share assumes the exercise of common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.

(d) Foreign currency translation

Transactions in currencies other than the US dollar are translated into US dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, except amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net income/loss.

(e) Financial instruments

All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities. Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net income. Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income and reported in stockholders’ equity.

A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company prioritizes the inputs into three levels that may be used to measure fair value:

(i) Level 1 –	Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
(ii) Level 2 –	Applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly, such as quoted prices for similar assets or liabilities in active markets, or indirectly, such as quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions.
(iii) Level 3 –	Applies to assets or liabilities for which there are unobservable market data.

Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as held-to-maturity, loans and receivables or other financial liabilities are included in the initial carrying value of such instruments and amortized using the effective interest method. Transaction costs classified as held-for-trading are expensed when incurred, while those classified as available-for-sale are included in the initial carrying value.

 9

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

2. Significant Accounting Policies (continued)

(f) Income taxes

The Company uses the asset and liability approach in its method of accounting for income taxes that requires the recognition of deferred tax liabilities and assets for expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company recognizes the effect of uncertain tax positions where it is more likely than not based on technical merits that the position could be sustained where the tax benefit has a greater than 50% likelihood of being realized upon settlement. A valuation allowance against deferred tax assets is recorded if based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

(g) Share-based payments

The Company records all share-based payments at fair value. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized through profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.

At each balance sheet date, the amount recognized as an expense is adjusted to reflect the actual number of stock options expected to vest. On the exercise of stock options, common stock is recorded for the consideration received and for the fair value amounts previously recorded to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payments.

(h) Exploration and evaluation

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. When the Company has determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal year end. An impairment loss is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value.

(i) Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated amortization and impairment losses, if any. Amortization is provided at rates and methods designed to write off cost of the assets over their estimated useful lives as follows:

Mine and mill, buildings and equipment	Units-of-production method
Computers	25% declining balance
Vehicles	20% declining balance
Furniture and fittings	20% declining balance

Management reviews the amortization method, useful lives and residual values annually and accounts for any changes in estimates on a prospective basis.

 10

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

2. Significant Accounting Policies (continued)

(j) Recent accounting guidance adopted

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3. Financial Instruments

The Company has designated its cash as held-for-trading; advances receivable as loans and receivables; and accounts payable, accrued liabilities, and payroll liabilities as other financial liabilities.

(a) Fair value

The fair values of the Company’s cash, advances receivable, accounts payable, accrued liabilities, and payroll liabilities approximate their carrying values due to the short-term maturity of these instruments.

(b) Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company is not exposed to significant credit risk as at September 30, 2017.

(c) Translation risk

The Company’s functional currency is the US dollar. The Company translates transactions in foreign currencies into US currency using rates on the date of the transactions. Translation risk is considered minimal, as the Company does not incur any significant transactions in currencies other than US dollars.

(d) Interest rate risk

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and liabilities.

(e) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying its financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. At September 30, 2017, the Company had accounts payable of $644,063 (March 31, 2017 - $356,274), which are due within 30 days or less. At September 30, 2017, accrued liabilities consist of accrued accounting and legal fees of $10,000 (March 31, 2017 - $15,000), accrued interest of $125,479 (March 31, 2017 - $25,205), accrued executive compensation of $408,107 (March 31, 2017 - $407,607), and exploration and development costs of $Nil (March 31, 2017 - $27,761).

On August 28, 2017, Gold Torrent, Inc. (the “Registrant”), and its subsidiary Alaska Gold Torrent, LLC, entered into a Mining Services Agreement (the “Agreement”) with Mining & Environmental Services, LLC for development of the Registrant’s Luck Shot Mine, and other related mining services, including the development of the land located around the mine. If fully completed, it is estimated the Registrant will pay approximately $4,500,000 for such services. The Agreement contains customary representations, warranties and covenants by the parties for like transactions.

 11

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

4.     Exploration, Development and Mineral Properties

On July 28, 2014, the Company entered into a non-binding Letter of Intent with a third party to negotiate and enter into a Joint Venture Agreement for the development of the gold property known as Lucky Shot, Alaska (formerly known as “Willow Creek”). On November 5, 2014, the Company signed an Exploration and Option to Enter Joint Venture Agreement for the Lucky Shot project in Alaska. The Exploration and Option Agreement provides the Company with the right to earn up to 70% interest in a joint venture with Miranda USA Inc. (“Miranda”) by making certain expenditures over the next three years totaling $10,000,000. The principal terms of the Exploration and Option Agreement provide that the Company can earn an initial 20% interest in the Lucky Shot gold project by incurring an initial work commitment of $1,070,000 before May 5, 2016 in costs related to exploration and development of the project.

On both January 15, 2015 and January 6, 2016, the Company paid $150,000 for a Lease Agreement between Miranda and a private company. In addition, the Company is committed to paying $150,000 every year on January 15. The purpose of this lease is to afford Miranda the opportunity to enter onto and produce minerals from certain patents and State of Alaska mining claims located in the State of Alaska. This lease is to be vended by Miranda to the joint venture upon the Company earning its initial 20% interest. On May 25, 2016, the Company received formal notice from Miranda that the Company has acquired a permanent 20% interest in the Lucky Shot project by virtue of meeting the initial earn-in required expenditures.

On July 8, 2016, the Company purchased a 30-acre parcel of private, undeveloped land for $100,506 and on March 15, 2017, purchased two buildings for $304,900 in Alaska near the Lucky Shot project for the siting of a gold recovery plant.

On February 13, 2017, the Company entered into a $11,250,000 gold and silver prepayment arrangement for the Lucky Shot gold project. The Streaming Agreement provided for a closing on the first tranche of $6,250,000 upon satisfaction by the Company of certain closing conditions.

On June 27, 2017, the Company and the Stream Investor agreed, after the satisfaction by the Company of a majority of the Tranche 1 closing conditions, to amend certain provisions of the Streaming Agreement and concurrently close on one-half of Tranche 1 in the amount of $3,250,000. The second half of the first tranche, also in the amount of $3,250,000, has been consummated on August 8, 2017 upon satisfaction of the final closing conditions.

The Company has acquired a permanent 70% interest in the Lucky Shot project by virtue of meeting the earn-in required expenditures. In addition, Miranda contributed mineral property leases valued at $4,285,714 to the Lucky Shot project.

On August 28, 2017, the Company entered into a Mining Services Agreement with Mining & Environmental Services, LLC for development of the Company’s Luck Shot Mine, and other related mining services, including the development of the land located around the mine. If fully completed, it is estimated the Company will pay approximately $4,500,000 for such services. The Agreement contains customary representations, warranties and covenants by the parties for like transactions.

As at September 30, 2017, mineral property interest consists of:

Mineral property leases $ 4,285,714

Cumulative Funding to Alaska Gold Torrent LLC:

As at September 30, 2017, the Company has provided funding to Alaska Gold Torrent, LLC in the total amount of $9,886,925. This consists of cumulative acquisition, exploration, engineering costs and capital contributions of $2,886,925 as at March 31, 2017, and $7,000,000 in additional funding during the three months ended September 30, 2017:

As at March 31, 2017	$	2,886,925
Current period funding		500,000
Streaming Agreement financing		6,500,000
	$	9,886,925

 12

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

5.    Property, Plant and Equipment

Balance as at September 30, 2017:

	Cost		Amortization		Net Book Value
Land	$	100,506	$	-	$	100,506
Mine and mill		2,441,829		-		2,441,829
Buildings		948,732		-		948,732
Equipment		300,833		-		300,833
Computers		4,915		307		4,608
Vehicles		63,524		3,176		60,348
Furniture and fittings		3,944		197		3,747
	$	3,864,283	$	3,680	$	3,860,603

6. Accounts Payable

Accounts payable as at September 30, 2017 includes the following:

● $644,063 due to unrelated parties.

7. Long-Term Debt

On February 13, 2017, the Company entered into a convertible preferred note and investment agreement with two Singapore private limited companies for a $2,000,000 convertible preferred note and a $11,250,000 gold and silver prepayment arrangement for the Company’s Lucky Shot gold project. The Company paid $100,000 in legal expenses and used the proceeds from the note as part of the Company’s initial investment in the project.

The convertible preferred note bears interest at 10% per annum, is due on February 13, 2019 and secured by certain assets of the Company. It is also convertible 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 $11,250,000 prepayment arrangement and following an equity raise by the Company of $5,000,000 or more (of which $2,000,000 will include the conversion of the preferred note).

Concurrent with the closing and funding of the convertible preferred note, the Company and Miranda, a wholly-owned subsidiary of Miranda Gold Corp. of Canada, executed a joint venture operating agreement and formed Alaska Gold Torrent, LLC, an Alaska limited liability company under which the Company now owns a seventy percent (70%) undivided interest in the project.

On August 8, 2017, the Company received the second payment of $3,250,000 for a total of $6,500,000 as per the Streaming Agreement (Note 4).

8. Related Party Transactions

Transactions with related parties for goods and services are based on the exchange amount as agreed to by the related parties.

Details of related party transactions are as follows:

(a) During the year ended March 31, 2016, the Company signed employment agreements with three directors and officers. During the period ended September 30, 2017, the Company incurred $242,500 (September 30, 2016 - $242,500) in consulting fees (included within executive compensation) to these directors and officers. As at September 30, 2017, $408,107 (March 31, 2017 - $462,607) were owing to these related parties.

8. Related Party Transactions (continued)

(b) On February 13, 2017, the Company entered into a Gold and Silver Prepayment Agreement, and as per this agreement, the Company signed an employment agreement with one director. A total of $54,000 (September 30, 2016 - $Nil) was paid in the period ended September 30, 2017 as a result of this agreement.

 13

GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

9. Segmented Information

The Company operates primarily in one business segment being the identification and development of mining projects with substantially all of its assets and operations located in the United States.

10. Common Stock

During the year ended March 31, 2017, the Company entered into subscription agreements for the issuance of 2,040,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $510,000 in cash, and 1,890,000 shares of common stock at a purchase price of $0.50 per share for a total amount of $945,000 in cash.

During the period ended September 30, 2017, the Company entered into subscription agreements for the issuance of 3,450,000 bonus shares of common stock as compensation to its current CEO, Chairman, management and technical team for $0.50 per share.

The Company also issued 1,569,950 shares of common stock for $784,975 in cash in the period ended September 30, 2017.

11. Stock Options

The stock options have been granted in conjunction with an Equity Incentive Plan (the “Plan”) for employees, directors and consultants, whereby a maximum aggregate number of common shares that may be issued under the Plan are 20,000,000 common shares. The term of the options is determined by the Board of Directors and cannot exceed 10 years. The exercise price of the stock options is determined by the Board of Directors, but shall not be less than the fair market value of the common stock on the date of grant. Stock options granted under the Plan vest over varying periods at the discretion of the Board of Directors.

The following table summarizes historical information about the Company’s incentive stock options:

	Number of Options		Weighted Average Exercise Price
Balance, March 31, 2017 and 2016		175,000	$	1.27
Granted		2,175,000	$	0.50
Balance, September 30, 2017		2,350,000	$	0.56

The Company’s stock options are outstanding and exercisable as follows:

			September 30, 2017
Expiry date	Exercise price		Options outstanding		Options exercisable
July 30, 2019	$	1.25		150,000		150,000
July 30, 2019		1.38		25,000		25,000
March 23, 2022		0.55		400,000		135,000
March 23, 2022		0.50		1,775,000		591,666
				2,350,000		901,666

During the fiscal year ended March 31, 2017, the Company did not grant any stock options.

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GOLD TORRENT, INC.

Notes to Interim Consolidated Financial Statements

Six Months Ended September 30, 2017 and 2016

(Unaudited - Expressed in US dollars)

11. Stock Options (continued)

In April 2017, the Board approved a new grant of up to 3,000,000 exercisable at $0.50 per share options to the directors, officers, employees, and advisors; the total amount of options granted was 2,175,000 exercisable at $0.50 per share under the terms of the 2016 Stock Option and Bonus Plan.

12.  Subsequent Events

On October 19, 2017, Gold Torrent, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gold Torrent (Canada) Inc., a wholly-owned subsidiary of the Company organized under the laws of the Province of British Columbia, Canada (“Gold Torrent Canada”) and GTOR US Merger Co, a Nevada corporation and wholly-owned subsidiary of Gold Torrent Canada (“US Merger Co”). Pursuant to the terms of the Merger Agreement, the parties would effect a merger transaction that will effectively change the jurisdiction of incorporation of the corporate parent from Nevada to British Columbia, Canada (the “Redomicile Transaction”).

Pursuant to the terms of the Merger Agreement, US Merger Co. will be merged with and into the Company, with the Company continuing as the surviving corporation, and each share of Company common stock outstanding immediately prior to the effective time of the Redomicile Transaction will be cancelled and converted into the right to receive one common share of Gold Torrent Canada. At the effective time of the Redomicile Transaction and pursuant to the terms of the Merger Agreement, all outstanding options to purchase shares of the Company’s common stock, all outstanding shares of restricted stock, and all other equity-based awards granted to employees and directors of the Company or any of its subsidiaries under the Company’s equity incentive plans prior to the effective time of the Redomicile Transaction will entitle the holder to purchase or receive, or receive benefits or amounts based on, as applicable, an equal number of common shares in Gold Torrent Canada. All such equity-based awards will generally be subject to the same terms and conditions as were applicable to such awards immediately prior to the effective time of the Redomicile Transaction.

The consummation of the Redomicile Transaction will be conditioned on (1) the affirmative vote of a majority of the outstanding shares of the Company’s common stock entitled to vote on the adoption of the Merger Agreement, (2) the Securities and Exchange Commission (the “SEC”) declaring effective a registration statement registering the distribution of common shares of Gold Torrent Canada in the Redomicile Transaction filed by Gold Torrent Canada on Form S-4 under the Securities Act of 1933, as amended, and (4) other customary conditions.

The Company evaluates events that have occurred after the balance sheet date, but before the financial statements are issued. Based upon the evaluation, other than what is described above, the Company did not identify any recognized or non-recognized subsequent events that would have required further adjustments or disclosures in the financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited interim consolidated financial statements for the six months ended September 30, 2017 are expressed in US dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. They reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of our interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for our fiscal year ending March 31, 2018. Our unaudited consolidated financial statements and notes included therein have been prepared on a basis consistent with and should be read in conjunction with our audited financial statements and notes for the year ended March 31, 2017, as filed in our annual report on Form 10-K.

The following discussion should be read in conjunction with our interim financial statements and the related notes that appear elsewhere in this quarterly report.

Business Overview

Gold Torrent, Inc. (the “Company”) was incorporated in Nevada as Celldonate Inc. on August 15, 2006. Historically we were in the business of developing mobile monetization solutions and applications. On September 10, 2013, certain shareholders, including the Company’s current Chief Executive Officer and its President, acquired approximately 53% of the Company’s issued and outstanding common stock resulting in a change of control. In connection with the transaction, Daniel Kunz was appointed Executive Chairman and Ryan Hart was appointed Chief Executive Officer and President. Thereafter the Company began to focus on acquiring ownership in late-stage exploration to development stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America. On January 16, 2014, the Company changed its name to “Gold Torrent, Inc.” in order to better reflect the direction and business of the Company. On that date, the Company also amended its Articles of Incorporation to (i) effectuate a reverse split of the Company’s common stock on a 1 for 5 basis; and (ii) increase the number of the Company’s authorized capital stock to 220,000,000 of which 200,000,000 were classified as common stock and 20,000,000 were classified as “blank check” preferred stock. On November 19, 2014, the Company entered into a Spin-off Agreement (the “Agreement”) with a company controlled by a former shareholder to sell all intellectual property and assets associated with the previous business of the Company, pursuant to which the Company was released from certain liabilities amounting to $420,653. Daniel Kunz was subsequently named Chief Executive Officer and Chairman and Mr. Hart was named President.

Going forward, the Company plans to focus on acquiring ownership in late-stage exploration to development-stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America but may pursue other profitable business opportunities that are available to us. Our main focus will be on identifying solid resources, and then utilize funding to bring a distressed asset into production, while either securing equity ownership or rights of title in the form of royalties. We are targeting pre-production resource projects that are well understood and show strong financial projections and low capital intensity, where we can apply capital to take the projects into production within 12-36 months.

On November 5, 2014, the Company signed an Exploration and Option to Enter Joint Venture Agreement with Miranda U.S.A., Inc. (“Miranda”) for the Willow Creek project in Alaska (the “Exploration and Option Agreement”). The Exploration and Option Agreement provides the Company with the right to earn up to 70% interest in a joint venture with Miranda Gold Corp. by making certain expenditures over the next three years totaling US$10 million. The initial principal terms of the Exploration and Option Agreement provided that the Company would earn an initial 20% interest in the Willow Creek gold project by incurring an initial work commitment of $1,070,000 before November 5, 2015 in costs related to exploration and development of the project. On September 2, 2015 Miranda granted the Company a six-month extension to the dates related to the earn-in. Therefore, the Company would earn an initial 20% interest in the Willow Creek gold project by incurring an initial work commitment of $1,070,000 before May 5, 2016 in costs related to exploration and development of the project. While the Company shall be the manager of the initial joint venture, the management committee during the initial earn–in period shall be comprised of one nominee from the Company and one nominee from Miranda.

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Upon completion of the initial work commitment, the Company could then either terminate the agreement or exercise an option to enter into a limited liability company (“JV”) with Miranda under the following terms:

● Miranda will assign the underlying twenty-year lease that includes 8,700 acres of patented mining claims and State Claims on the Lucky Shot project to the JV and Miranda will retain a 30% participating interest in the JV;

● The Company will solely fund the next US$8.93 million of expenditures on the JV to earn a 70% interest in the JV while Miranda will hold the remaining 30%; and

● The Company shall be entitled to 90% of the cash flow from production at the Lucky Shot project until it recovers its US$10 million initial capital investment, and 80% of the cash flow from production thereafter until it recovers any of its initial investment that exceeds $10 million, and thereafter shall be entitled to 70% of project cash flows. Miranda shall be entitled to 10%, 20% and 30%, respectively, of the Lucky Shot cash flow.

The Company plans to complete initial engineering, resource, permitting, and economic studies during the initial earn-in period with a goal to bring the Lucky Shot project, beginning initially in the Coleman area gold resource area, into production as soon as possible. Expansion and exploration drilling is planned during construction and during commercial production and is expected to expand the initial known mineralization well beyond the current levels.

On January 15, 2015, and January 6, 2016 the Company paid $150,000 for a Lease Agreement between Miranda USA Inc. and a private company, and the amount was included in prepaid expenses and expensed over 12 months. In addition, the Company is committed to paying $150,000 each year on January 15. The purpose of this lease is to afford Miranda USA Inc. the opportunity to enter onto and produce minerals from certain patented and State of Alaska mining claims located in the State of Alaska. This lease is to be transferred by Miranda to the joint venture upon the Company earning its initial 20% interest.

On May 25, 2016, the Company received formal notice from Miranda that the Company has acquired a permanent 20% interest in the Lucky Shot project by virtue of meeting the initial earning required expenditures.

The Company engaged third party consultants to complete a Preliminary Feasibility Study on its Lucky Shot Project. The Preliminary Feasibility Study for the Lucky Shot Project was completed September 30, 2016. The study concludes, “The Project is projected to have robust economics at the base case gold and silver prices of $1,175/oz. and $15.00/oz. respectively. The Project would be economically viable based on the parameters considered in this study. The base case scenario produces approximately 79,100 salable ounces of gold and 7,700 salable ounces of silver over a 4.5-year period. The Project is most sensitive to the gold price and to operating costs, but not as sensitive to capital costs. The base case economic analysis of the Project shows an After-Tax NPV-10 of $5.28 million using a 200-tonne/day crushing/grinding/gravity separation plant. The total required initial and working capital is $16.2 million and reaches pay-back in 1.9 years at an after tax IRR of 21.8%.”

On July 8, 2016, the Company purchased for $100,507 a 30-acre parcel of private, undeveloped land in Alaska near the Lucky Shot project for the siting of a gold recovery plant.

During August 2016, the Company conducted assessment work on the project’s State of Alaska claim blocks. One 640-foot surface core drill hole was completed in an area underlain by the eastern extension of the Murphy Vein block. This drill hole was designed to test the concept that the zone encountered in the 2005 – 2009 prior owner drilling program extends across the valley floor at a depth of about 350 feet. The success of the drill hole provides a much larger resource target area for future exploration drilling. Following are interval assays:

								Gold Grade
From		To		Feet		Meters		(opt)		(g/t)
	124		125		1		0.3		0.017		0.53
	339		347		8		2.6		0.019		0.58
	352		359		7		2.3		0.008		0.24

During August and September a third party consulting and engineering firm completed geotechnical and environmental baseline assessment work on the gold plant mill site including:

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● drilled four water monitoring wells

● collected baseline water quality samples form the four wells

● conducted chemical analysis of the water samples collected

● excavated four pits to assess mill foundation load bearing strengths

● completed laboratory analysis of the ground materials and

● provided survey locations.

Detailed design and engineering work for the gold recovery plant was continued through the reporting period. The gravity only gold recovery plant design and final engineering is near complete and ready for construction drawings and plant to be completed. Logistics analyses have been completed for shipment of required plant equipment, materials and supplies from various vendors to the project site. The mine engineering work continued for the period on portal and surface logistics and requirements.

On Feb 15, 2017 the Company entered into a convertible preferred note and investment agreement (“Agreement”) with CRH Mezzanine Pte. Ltd., a Singapore private limited company and CRH Funding II Pte. Ltd., a Singapore private limited company (collectively, “CRH”) for a $2,000,000 convertible preferred note and a $11,250,000 gold and silver prepayment arrangement for the Company’s Lucky Shot Gold Project (the “Streaming Agreement”).

Concurrent with the closing and funding of the convertible preferred note, the Company and Miranda U.S.A., Inc., a wholly-owned subsidiary of Miranda Gold Corp of Canada, executed a joint venture operating agreement and formed Alaska Gold Torrent LLC Torrent, LLC, an Alaska limited liability company under which the Company now owns a seventy percent (70%) undivided interest in the Project.

Under the terms of the Agreement, the Company borrowed $2,000,000 from the Preferred Note Investor evidenced by convertible preferred notes 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 Gold and Silver Prepayment Agreement 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 are 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.

The Company also entered into the Streaming Arrangement among the Stream Investor, the Company, Miranda and Alaska Gold Torrent LLC, under which the Stream Investor will invest up to US$11,250,000, which will be credited to the Company’s investment in Alaska Gold Torrent LLC, as follows:

(i)	US$6,500,000 upon satisfaction of certain Tranche 1 conditions; and,
(ii)	US$4,750,000 upon satisfaction of certain Tranche 2 conditions including receipt of all necessary permits.

The obligations of Alaska Gold Torrent LLC under the Streaming Agreement are secured by a deed of trust, and guaranteed by the Company. In consideration of the $11,250,000 investment by the Stream Investor, Alaska Gold Torrent LLC’s Project will deliver 18% of its annual production of refined gold and silver to the Stream Investor until it has received 20,000 Ounces of gold equivalent; 10% of the annual production until an additional 5,000 Ounces have been delivered; and 5% of the annual production thereafter coming from the patented mining claims of Alaska Gold Torrent LLC and 2.5% of the production coming from the unpatented mining claims. The delivery of Ounces and the repayments under the Gold and Silver Prepayment Agreement shall be borne entirely from the Company’s interest from its Alaska Gold Torrent LLC allocations and cash distributions. Miranda shall be entitled to receive it allocations and the resulting cash distributions using calculations that determine the after-tax cash flow distributions that would have occurred on an “all equity” basis showing cash distributions and allocations assuming the financing had not occurred. The Company is entitled to 90% of the Alaska Gold Torrent LLC cash flow until $10,000,000 is returned, 80% until the remainder of its investment in Alaska Gold Torrent LLC in excess of $10,000,000 is returned and 70% thereafter.

Alaska Gold Torrent LLC is subject to certain events of default under the Gold and Silver Prepayment Agreement including if, from the date of the Tranche 1 drawdown, Alaska Gold Torrent LLC fails to produce at least 5,000 Ounces and deliver to the Stream Investor at least 1,000 Ounces by the 18th month; produce at least 10,000 and deliver to the Stream Investor at least 2,000 Ounces by the 24th month; produce 20,000 and deliver to the Stream Investor at least 4,000 Ounces by the 36th month; deliver to the Stream Investor at least 10,000 Ounces by the 48th month; deliver to the Stream Investor at least 19,400 Ounces by the 60th month; and deliver to the Stream Investor at least 23,900 Ounces by the 72nd month.

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In consideration for the commitments under the Agreement, the Company issued the Preferred Note Investor common stock purchase warrants to purchase two million shares of common stock of the Company at an exercise price of US$0.50 per share for a period of three years from the date of issuance. In conjunction with the transaction, the Company and the Preferred Note Investor also entered into an Investor Rights Agreement, and an Indemnity Agreement. The convertible preferred note and warrants were issued 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.

As part of the Agreement, CRH nominated Mr. Pat Okita, PhD to join the Gold Torrent board of directors and the board has unanimously approved his appointment. Mr Okita joins the board effective Feb 15, 2017

On February 14, 2017 the Company received $1,900,000 in proceeds from the note, net of CRH’s legal expenses, to be used as part of the Company’s initial investment in the Project.

On September 27, 2017, the Company and the Stream Investor agreed, after the satisfaction by the Company of a majority of the Tranche 1 closing conditions, to amend certain provisions of the Streaming Agreement and concurrently close on one-half of Tranche 1 in the amount of $3,250,000. The second half, also in the amount of $3,250,000, has been consummated on August 8, 2017 upon satisfaction of the final closing conditions.

The Company has acquired a permanent 70% interest in the Lucky Shot project by virtue of meeting the earn-in required expenditures. In addition, Miranda contributed mineral property leases valued at $4,285,714 to the Lucky Shot project.

As at September 30, 2017, mineral property interest consists of:

Mineral property leases $ 4,285,714

Cumulative Funding to Alaska Gold Torrent LLC:

As at September 30, 2017, the Company provided funding to Alaska Gold Torrent, LLC in the total amount of $9,886,925. This consists of cumulative acquisition, exploration, engineering costs and capital contributions of $2,886,925 as at March 31, 2017, and $7,000,000 in additional funding during the three months ended September 30, 2017:

As at March 31, 2017	$	2,886,925
Current period funding		500,000
Tranche 1 Streaming Agreement financing		6,500,000
	$	9,886,925

On August 28, 2017, Gold Torrent, Inc. and its subsidiary Alaska Gold Torrent, LLC, entered into a Mining Services Agreement with Mining & Environmental Services, LLC for development of the Registrant’s Luck Shot Mine, and other related mining services, including the development of the land located around the mine. If fully completed, it is estimated the Registrant will pay approximately $4,500,000 for such services. The Agreement contains customary representations, warranties and covenants by the parties for like transactions.

Planning continues for project permitting, staffing, training and project initiation.

Since our inception, we have incurred operational losses. We have also accumulated net losses since our inception and incurred a net loss for the most recent audited and interim periods. To finance our operations, we have received advances from related parties, loan payables and completed several rounds of financing, raising $9,128,775 through private placements of our common stock and investors funding.

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Results of Operations

For the Three Months ended September 30, 2017

During the three months ended September 30, 2017, we recognized $nil income, compared to $nil during the same period in the prior year.

During the three month period ended September 30, 2017, we recognized a loss from continuing operations of $654,330, compared to a loss of $403,245 during the same period in the prior year.

Our net loss per share for the three months ended September 30, 2017 was $0.03. Our net loss per share for the three months ended September 30, 2016 was $0.03,

During the three months ended September 30, 2017, we incurred total expenses of $654,330, compared to total expenses of $403,245 during the same period in the prior year.

Our total expenses during the three months ended September 30, 2017 consisted of $93,889 in accounting and legal fees, $Nil in development costs, $391,940 in executive compensation and payroll, $115,543 in insurance, $Nil in Advertising, $6,013 in licenses and fees, $465 in bank charges, $1,942 in amortization, $14,105 in travel costs, and $30,433 in office expenses. For the same period ended September 30, 2016, we incurred expenses of $40,253 in accounting and legal fees, $251,778 in exploration and evaluation costs, $121,250 in executive compensation, $45,139 in licenses and fees, $347 in bank charges and finance fees, $9,505 in travel costs, and $973 in office expenses. Our total expenses are significantly higher for nearly all expenses. The exception is the Development Cost which have been deferred this period. The increase in expenses is mainly due to the increased activities and progress of the Lucky Shot property start up.

For the Six Months ended September 30, 2017

During the six months ended September 30, 2017, we recognized $nil income, compared to $nil during the same period in the prior year.

During the six month period ended September 30, 2017, we recognized a loss from continuing operations of $3,005,992, compared to a loss of $748,010 during the same period in the prior year.

Our net loss per share for the six months ended September 30, 2017 was $0.15. Our net loss per share for the six months ended September 30, 2016 was $0.06,

During the six months ended September 30, 2017, we incurred total expenses of $3,005,992, compared to total expenses of $814,010 during the same period in the prior year.

Our total expenses during the six months ended September 30, 2017 consisted of $174,321 in accounting and legal fees, $Nil in development costs, $754,916 in executive compensation and payroll, $1,725,000 in share based payments, $214,148 in insurance, $12,049 in Advertising, $11,691 in licenses and fees, $793 in bank charges, $3,681 in amortization, $38,524 in travel costs, and $70,851 in office expenses. For the same period ended September 30, 2016, we incurred expenses of $75,553 in accounting and legal fees, $414,360 in exploration and evaluation costs, $242,500 in executive compensation, $50,499 in licenses and fees, $1,584 in bank charges and interest, $23,193 in travel costs, and $6,321 in office expenses. Our total expenses are significantly higher for nearly all expenses. The exception is the Development Cost which have been deferred for the six months ended September 30, 2017. The increase in expenses is mainly due to the increased activities and progress of the Lucky Shot property start up.

Liquidity and Capital Resources

We have limited operational history, and did not generate any revenues. As of September 30, 2017, we had $4,001,294 in cash, $651,110 in advances receivable, and $76,739 in prepaid expenses for a total of $4,729,143 in current assets and $1,274,033 in current liabilities and a working capital of $3,455,110.

As of September 30, 2017, we had $8,146,317 in long term assets, $8,500,000 in long term liabilities As of September 30, 2017, we had an accumulated deficit of $6,701,076. We are dependent on funds raised through equity financing, related parties, and loan payables. Our operations were funded by equity financing and stream agreement funding. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

During the six months ended September 30, 2017, we used $1,409,487 in cash on continuing operating activities, and used $3,458,878 in investing activities and received net $7,284,975 from cash provided by financing activities and gained cash of $2,416,610. During the same period in fiscal 2016 we used $669,230 in cash on continuing operating activities, and received net $866,207 from cash provided by financing activities and increased cash of $96,470.

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During the six months ended September 30, 2017, we received $784,975 in proceeds from issuance of common stock, and $6,500,000 in gold pre-purchase. We received $4,285,714 in mineral property leases from Miranda USA Inc. For the period ending September 30, 2016 we made payments of approximately $93,793 on the outstanding stockholders’ loan balance and received an additional $960,000.in proceeds from issuance of common stock. For the period ending September 30, 2017 the Company has accrued interest of $125,479 and amortization of $3,681(March 31, 2016 - $936 and $nil).

During the six months ended September 30, 2017, our monthly cash requirements to fund our operating activities, including advances from former related parties, was approximately $273,083 compared to approximately $111,538 during the same period in fiscal 2016. In the absence of the continued sale of our common stock or advances from the former or new related parties, our cash of $4,001,294 as of September 30, 2017 is sufficient to cover our current monthly burn rate for the foreseeable future and enough to pay our current liabilities balance of $1,274,033.

Future Financings

The Company entered into the Streaming Arrangement among the Stream Investor, the Company, Miranda and Alaska Gold Torrent LLC, under which the Stream Investor will invest up to US$11,250,000, which will be credited to the Company’s investment in Alaska Gold Torrent LLC, as follows:

(i)	US$6,500,000 upon satisfaction of certain Tranche 1 conditions; and,
(ii)	US$4,750,000 upon satisfaction of certain Tranche 2 conditions including receipt of all necessary permits.

Alaska Gold Torrent LLC is subject to certain events of default under the Gold and Silver Prepayment Agreement including if, from the date of the Tranche 1 drawdown, Alaska Gold Torrent LLC fails to produce at least 5,000 and deliver to the Stream Investor at least 1,000 Ounces by the 18th month; produce at least 10,000 and deliver to the Stream Investor at least 2,000 Ounces by the 24th month; produce 20,000 and deliver to the Stream Investor at least 4,000 Ounces by the 36th month; deliver to the Stream Investor at least 10,000 Ounces by the 48th month; deliver to the Stream Investor at least 19,400 Ounces by the 60th month; and deliver to the Stream Investor at least 23,900 Ounces by the 72nd month.

The development plan is to initiate gold production based on the PFS and not based on a full feasibility study of the mineral reserves demonstrating that level of economic and technical viability. Readers are cautioned that there is increased uncertainty and higher risk of economic and technical failure associated with such production decisions.

On September 27, 2017, the Registrant, Alaska Gold and the Stream Investor agreed, after the satisfaction by the Registrant of a majority of the Tranche 1 closing conditions, to amend certain provisions of the Streaming Agreement and concurrently close on one-half of Tranche 1 in the amount of $3,250,000. It is anticipated that the second half of the first tranche, also in the amount of US $3,250,000, will be consummated on or about thirty (30) days, upon satisfaction of the final closing conditions.

On August 8, 2017 the closing conditions were met and the second amount of $3,250,000 was received.

We have not generated any revenues, have achieved losses since our inception, and rely upon the sale of our securities, loans and advances from related parties to fund our operations. We anticipate that we will incur substantial losses for the foreseeable future, and we are dependent upon outside financing to carry out our operations. Our unaudited consolidated interim financial statements for the period ended September 30, 2017 have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

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Critical Accounting Policies

Our unaudited interim financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our unaudited interim financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management.

Foreign Currency Translation

Our unaudited financial statements are presented in United States dollars. Transactions in currencies other than the U.S. dollar are translated into U.S. dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, excluding amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net loss.

Share-Based Payments

The Company records all share-based payments at fair value. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized through profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.

At each balance sheet date, the amount recognized as an expense is adjusted to reflect the actual number of stock options expected to vest. On the exercise of stock options, common stock is recorded for the consideration received and for the fair value amounts previously recorded to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payments.

Recent Accounting Guidance Adopted

The Company has adopted Accounting Standards Update (“ASU”) 2014-10, Development Stage Entities, which eliminates certain financial reporting requirements. As such, these interim financial statements no longer present inception-to-date information on the statements of operations, cash flows, and stockholders’ deficiency. In addition, these interim financial statements are no longer labeled as a, “development stage entity”.

In August 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-15, Presentation of Financial Statements-Going Concern. This ASU is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. It is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company does not expect it to have a material effect on the Company’s financial condition, results of operations, and cash flows.

In April 2014, the FASB issued ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This ASU amends ASC 360, Property, Plant and Equipment and expands the disclosures for discontinued operations, and requires new disclosures for disposals of individually significant components that do not meet the new definition of a discontinued operation and are classified as assets held for sale. These provisions are effective for annual and interim periods beginning after December 15, 2014. The Company does not expect it to have a material effect on the Company’s financial condition, results of operations, and cash flows.

Inflation

The amounts presented in the unaudited interim financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

 22

Item 4. Controls and Procedures

Disclosure Controls

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) designed to provide reasonable assurance the information required to be reported in our Exchange Act filings is recorded, processed, summarized and reported within the time periods specified and pursuant to Securities and Exchange Commission (“SEC”) rules and forms, including controls and procedures designed to ensure that this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting. Under the supervision of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over consolidated financial reporting as of September 30, 2017 using the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In our assessment of the effectiveness of internal control over financial reporting as of March 31, 2016, we determined that there were significant deficiencies that constituted material weaknesses, as described below.

1.	We do not have a majority of independent directors. As of June 27, 2016 we instituted policies for corporate code of conducts, whistle blower and a corporate governance and insider trading.
2.	All cash management is conducted solely by one officer and confirmed by a second officer, which may result in the misappropriation of funds.
3.	The lack of independent directors exercising an oversight role increases the risk of management override and potential fraud.
4.	We are in the development stage with limited resources and limited monitoring of internal control and assessment of risk is conducted.

Management continuously evaluates remediation plans for the above control deficiencies.

In light of the existence of these control deficiencies, management concluded that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result, management has concluded that we did not maintain effective internal control over financial reporting as of September 30, 2017 based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

Changes in Internal Control

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) during the Three months ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 23

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are: (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

Item 2. Unregistered Sales of Equity Securities

On October 21, 2017, Gold Torrent, Inc. (the “Registrant”) completed a previously reported private placement offering (the “Offering”) of its common stock, par value $0.001 per share (the “Common Stock”) to certain accredited investors (the “Investors”), pursuant to which the Registrant agreed to sell and the Investors agreed to purchase shares of the Common Stock for $0.50 per share. The Registrant received gross proceeds of $1,829,975 from the Offering for the sale of an aggregate of 3,659,995 shares of Common Stock.

The securities set forth above were issued without registration under the Securities Act of 1933, as amended, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act or the provisions of Rule 504 of Regulation D promulgated under the Securities Act. The securities have not been registered under the Securities Act or any other applicable securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company did not utilize an underwriter of placement agent in connection with the Offering of any of its securities.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

 24

Item 6. Exhibits

Exhibit Number	Exhibit Description
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 8**
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.PRE	XBRL Taxonomy Presentation Linkbase*

* Filed herewith.

** Furnished herewith.

 25

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 14, 2017	GOLD TORRENT, INC.
	By:	/s/ Daniel Kunz
		Daniel Kunz
		Chief Executive Officer and Chairman
	By:	/s/ Alexander Kunz
		Alexander Kunz
		Chief Financial Officer and Director

 26

EX-31.1

Exhibit 31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Daniel Kunz, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Gold Torrent, Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the interim financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Interim Financial Statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2017
By:	/s/ Daniel Kunz
	Daniel Kunz
	Chief Executive Officer and Chairman(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Alexander Kunz, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of GOLD TORRENT, INC.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the interim financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Interim Financial Statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2017
By:	/s/ Alexander Kunz
	Alexander Kunz
	Chief Financial Officer and Director (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certification of the Chief Executive Officer pursuant to

18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Gold Torrent, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2017, as filed with the Securities and Exchange Commission (the “Report”), I, Daniel Kunz, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 14, 2017
By:	/s/ Daniel Kunz
	Daniel Kunz
	Chief Executive Officer and Chairman (Principal Executive Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being “filed” as part of the Form 10-Q or as a separate disclosure document for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that this Exhibit 32.1 is expressly and specifically incorporated by reference in any such filing.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification of the Chief Financial Officer pursuant to

18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Gold Torrent, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2017, as filed with the Securities and Exchange Commission (the “Report”), I, Alexander Kunz, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2017
By:	/s/ Alexander Kunz
	Alexander Kunz
	Chief Financial Officer and Director (Principal Financial and Accounting Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being “filed” as part of the Form 10-Q or as a separate disclosure document for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that this Exhibit 32.2 is expressly and specifically incorporated by reference in any such filing.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	6 Months Ended
	Sep. 30, 2017	Nov. 14, 2017
Document And Entity Information
Entity Registrant Name	Gold Torrent, Inc.
Entity Central Index Key	0001463792
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		19,778,552
Trading Symbol	GTOR
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018

XML

Interim Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2017	Mar. 31, 2017
Current
Cash	$ 4,001,294	$ 1,584,684
Advances receivable	651,110
Prepaids and deposits	76,739	153,487
Total Current Assets	4,729,143	1,738,171
Long Term Assets
Mineral property interest (Note 4)	4,285,714	405,406
Property, plant and equipment (Note 5)	3,860,603
Total Non Current Assets	8,146,317
Total Assets	12,875,460	2,143,577
Current
Accounts payable (Note 6)	644,063	356,274
Accrued liabilities	543,586	475,573
Payroll liabilities	86,384
Total Current Liabilities	1,274,033	831,847
Long Term Liabilities
Long-term debt (Note 7)	8,500,000	2,000,000
Total Liabilities	9,774,033	2,831,847
Stockholders' Equity (Deficiency)
Common Stock (Note 10)	19,779	33,087
Preferred Stock
Additional Paid-in Capital	5,580,546	3,057,263
Contributed Surplus (Notes 10 and 11)	208,808	208,808
Non-controlling Interest (Note 4)	3,993,370
Deficit	(6,701,076)	(3,987,428)
Total Stockholders' Equity (Deficiency)	3,101,427	(688,270)
Total Liabilities and Stockholders' Equity (Deficiency)	$ 12,875,460	$ 2,143,577

XML

Interim Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2017	Mar. 31, 2017
Statement of Financial Position [Abstract]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	19,778,550	14,758,600
Common stock, shares outstanding	19,778,550	14,758,600
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, par value	$ 0.001	$ 0.001

XML

Interim Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Expenses
Accounting and legal	$ 93,889	$ 40,253	$ 174,321	$ 75,553
Advertising and promotion			12,049
Bank charges and interest	465	347	793	1,584
Depreciation	1,942		3,681
Executive compensation and payroll (Note 8)	391,940	121,250	754,916	242,500
Development		251,778		414,360
Insurance	115,543		214,148
Licenses and fees	6,013	45,139	11,691	50,499
Office	30,433	973	70,851	6,321
Share-based payments			1,725,000
Travel and transport	14,105	9,505	38,542	23,193
Loss before Other Items	(654,330)	(469,245)	(3,005,992)	(814,010)
Gain on settlement of debt		66,000		66,000
Net Loss and Comprehensive Loss for the Period	(654,330)	(403,245)	(3,005,992)	(748,010)
Attributed to non-controlling interest	(161,089)		(292,344)
Attributed to stockholders of the company	$ (493,241)	$ (403,245)	$ (2,713,648)	$ (748,010)
Weighted average number of common shares outstanding	18,977,811	12,468,162	18,574,997	12,619,203
Basic and diluted loss per share	$ (0.03)	$ (0.03)	$ (0.15)	$ (0.06)

XML

Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash Flow from Operating Activities
Net loss for the period	$ (3,005,992)	$ (748,010)
Items not involving cash:
Share- based payments	1,725,000
Gain on settlement of debt		(66,000)
Amortization	3,681
Changes in non-cash working capital items:
Advances receivable	(651,110)
Prepaids and deposits	76,748	82,808
Accounts payable and accrued liabilities	355,802	61,972
Payroll liabilities	86,384
Cash Used in Operating Activities	(1,409,487)	(669,230)
Cash Flow from Investing Activity
Purchase of property, plant and equipment	(3,458,878)	(100,507)
Cash used in Investing Activity	(3,458,878)	(100,507)
Cash Flow from Financing Activities
Proceeds from issuance of common stock	784,975	960,000
Proceeds from long-term debt	6,500,000
Repayment of shareholders’ loan		(93,793)
Cash provided by financing Activities	7,284,975	866,207
Increase in Cash	2,416,610	96,470
Cash, Beginning of Period	1,584,684	265,315
Cash, End of Period	4,001,294	361,785
Supplemental Information
Taxes paid
Interest paid

XML

Interim Consolidated Statements of Stockholders' Equity (Deficiency) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-In Capital [Member]	Contributed Surplus [Member]	Noncontrolling Interest [Member]	Deficit [Member]	Total
Balance at Mar. 31, 2016	$ 29,157	$ 1,606,193	$ 208,808		$ (2,040,757)	$ (196,599)
Balance, shares at Mar. 31, 2016	10,828,600
Shares issued for cash	$ 3,930	1,451,070				1,455,000
Shares issued for cash, shares	3,930,000
Net loss					(1,946,671)	(1,946,671)
Balance at Mar. 31, 2017	$ 33,087	3,057,263	208,808		(3,987,428)	(688,270)
Balance, shares at Mar. 31, 2017	14,758,600
Par value adjustment	$ (18,328)	18,328
Mineral property leases contributed				4,285,714		4,285,714
Shares issued for cash	$ 1,570	783,405				784,975
Shares issued for cash, shares	1,569,950
Share-based payments	$ 3,450	1,721,550				1,725,000
Share-based payments, shares	3,450,000
Net loss				(292,344)	(2,713,648)	(3,005,992)
Balance at Sep. 30, 2017	$ 19,779	$ 5,580,546	$ 208,808	$ 3,993,370	$ (6,701,076)	$ 3,101,427
Balance, shares at Sep. 30, 2017	19,778,550

XML

Nature of Operations and Going Concern

6 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations and Going Concern

1.     Nature of Operations and Going Concern

Gold Torrent, Inc. (the “Company”) was incorporated in Nevada as Celldonate Inc. on August 15, 2006. Historically we were in the business of developing mobile monetization solutions and applications. On September 10, 2013, certain shareholders, including the Company’s current Chief Executive Officer and its President, acquired approximately 53% of the Company’s issued and outstanding common stock resulting in a change of control. In connection with the transaction, Daniel Kunz was appointed Executive Chairman and Ryan Hart was appointed Chief Executive Officer and President. Thereafter, the Company began to focus on acquiring ownership in late-stage exploration to development stage gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America. During the fiscal year ended March 31, 2015, the Company entered into an Exploration and Option to Enter Joint Venture Agreement with a third party (Note 4).

The Company has incurred losses since inception and has an accumulated deficit of $6,701,076 (March 31, 2017 - $3,987,428) as of September 30, 2017. As at September 30, 2017, the Company has working capital of $3,455,110 (March 31, 2017 - $906,324).

These factors raise some doubt about the ability of the Company to continue as a going concern. The Company’s continuance as a going concern is dependent on the success of the efforts of its directors and principal stockholders in providing financial support in the short-term, and achieving profitable operations. In the event that such resources are not secured, the assets may not be realized or liabilities discharged at their carrying amounts, and the difference from the carrying amounts reported in these consolidated financial statements could be material.

These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of the assets or the amounts and classifications of the liabilities that may result from the inability of the Company to continue as a going concern.

XML

Significant Accounting Policies

6 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Significant Accounting Policies

2.     Significant Accounting Policies

(a) Basis of presentation

These unaudited interim financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional and reporting currency is the US dollar.

These unaudited consolidated interim financial statements include the accounts of the Company and the accounts of the Company’s 70% owned subsidiary, Alaska Gold Torrent, LLC, incorporated in the State of Alaska. For all periods presented, all significant inter-company accounts and transactions have been eliminated in the consolidated financial statements.

The results of operations for the consolidated interim period presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending March 31, 2018. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted. These unaudited consolidated interim financial statements and notes included herein have been prepared on a basis consistent with, and should be read in conjunction with, the Company’s audited financial statements and notes for the year ended March 31, 2017, as filed in its Form 10-K.

(b) Use of estimates

The preparation of interim consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to accounts payable and accrued liabilities, the fair value of warrants attached to common shares issued, the fair value of shares issued for services, the fair value of stock options granted, and the recoverability of income tax assets.

While management believes the estimates used are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

(c) Basic and diluted earnings (loss) per share

Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding. Diluted earnings (loss) per share assumes the exercise of common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.

(d) Foreign currency translation

Transactions in currencies other than the US dollar are translated into US dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, except amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net income/loss.

(e) Financial instruments

All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities. Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net income. Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income and reported in stockholders’ equity.

A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company prioritizes the inputs into three levels that may be used to measure fair value:

(i) Level 1 –	Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
(ii) Level 2 –	Applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly, such as quoted prices for similar assets or liabilities in active markets, or indirectly, such as quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions.
(iii) Level 3 –	Applies to assets or liabilities for which there are unobservable market data.

Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as held-to-maturity, loans and receivables or other financial liabilities are included in the initial carrying value of such instruments and amortized using the effective interest method. Transaction costs classified as held-for-trading are expensed when incurred, while those classified as available-for-sale are included in the initial carrying value.

(f) Income taxes

The Company uses the asset and liability approach in its method of accounting for income taxes that requires the recognition of deferred tax liabilities and assets for expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company recognizes the effect of uncertain tax positions where it is more likely than not based on technical merits that the position could be sustained where the tax benefit has a greater than 50% likelihood of being realized upon settlement. A valuation allowance against deferred tax assets is recorded if based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

(g) Share-based payments

The Company records all share-based payments at fair value. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized through profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.

At each balance sheet date, the amount recognized as an expense is adjusted to reflect the actual number of stock options expected to vest. On the exercise of stock options, common stock is recorded for the consideration received and for the fair value amounts previously recorded to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payments.

(h) Exploration and evaluation

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. When the Company has determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal year end. An impairment loss is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value.

(i) Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated amortization and impairment losses, if any. Amortization is provided at rates and methods designed to write off cost of the assets over their estimated useful lives as follows:

Mine and mill, buildings and equipment	Units-of-production method
Computers	25% declining balance
Vehicles	20% declining balance
Furniture and fittings	20% declining balance

Management reviews the amortization method, useful lives and residual values annually and accounts for any changes in estimates on a prospective basis.

(j) Recent accounting guidance adopted

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Financial Instruments

6 Months Ended

Sep. 30, 2017

Fair Value Disclosures [Abstract]

Financial Instruments

3. Financial Instruments

The Company has designated its cash as held-for-trading; advances receivable as loans and receivables; and accounts payable, accrued liabilities, and payroll liabilities as other financial liabilities.

(a) Fair value

The fair values of the Company’s cash, advances receivable, accounts payable, accrued liabilities, and payroll liabilities approximate their carrying values due to the short-term maturity of these instruments.

(b) Credit risk

Credit risk is the risk of potential loss to the Company if the counterparty to a financial instrument fails to meet its contractual obligations. The Company is not exposed to significant credit risk as at September 30, 2017.

(c) Translation risk

The Company’s functional currency is the US dollar. The Company translates transactions in foreign currencies into US currency using rates on the date of the transactions. Translation risk is considered minimal, as the Company does not incur any significant transactions in currencies other than US dollars.

(d) Interest rate risk

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and liabilities.

(e) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying its financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. At September 30, 2017, the Company had accounts payable of $644,063 (March 31, 2017 - $356,274), which are due within 30 days or less. At September 30, 2017, accrued liabilities consist of accrued accounting and legal fees of $10,000 (March 31, 2017 - $15,000), accrued interest of $125,479 (March 31, 2017 - $25,205), accrued executive compensation of $408,107 (March 31, 2017 - $407,607), and exploration and development costs of $Nil (March 31, 2017 - $27,761).

On August 28, 2017, Gold Torrent, Inc. (the “Registrant”), and its subsidiary Alaska Gold Torrent, LLC, entered into a Mining Services Agreement (the “Agreement”) with Mining & Environmental Services, LLC for development of the Registrant’s Luck Shot Mine, and other related mining services, including the development of the land located around the mine. If fully completed, it is estimated the Registrant will pay approximately $4,500,000 for such services. The Agreement contains customary representations, warranties and covenants by the parties for like transactions.

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Exploration, Development and Mineral Properties

6 Months Ended

Sep. 30, 2017

Extractive Industries [Abstract]

Exploration, Development and Mineral Properties

4.     Exploration, Development and Mineral Properties

On July 28, 2014, the Company entered into a non-binding Letter of Intent with a third party to negotiate and enter into a Joint Venture Agreement for the development of the gold property known as Lucky Shot, Alaska (formerly known as “Willow Creek”). On November 5, 2014, the Company signed an Exploration and Option to Enter Joint Venture Agreement for the Lucky Shot project in Alaska. The Exploration and Option Agreement provides the Company with the right to earn up to 70% interest in a joint venture with Miranda USA Inc. (“Miranda”) by making certain expenditures over the next three years totaling $10,000,000. The principal terms of the Exploration and Option Agreement provide that the Company can earn an initial 20% interest in the Lucky Shot gold project by incurring an initial work commitment of $1,070,000 before May 5, 2016 in costs related to exploration and development of the project.

On both January 15, 2015 and January 6, 2016, the Company paid $150,000 for a Lease Agreement between Miranda and a private company. In addition, the Company is committed to paying $150,000 every year on January 15. The purpose of this lease is to afford Miranda the opportunity to enter onto and produce minerals from certain patents and State of Alaska mining claims located in the State of Alaska. This lease is to be vended by Miranda to the joint venture upon the Company earning its initial 20% interest. On May 25, 2016, the Company received formal notice from Miranda that the Company has acquired a permanent 20% interest in the Lucky Shot project by virtue of meeting the initial earn-in required expenditures.

On July 8, 2016, the Company purchased a 30-acre parcel of private, undeveloped land for $100,506 and on March 15, 2017, purchased two buildings for $304,900 in Alaska near the Lucky Shot project for the siting of a gold recovery plant.

On February 13, 2017, the Company entered into a $11,250,000 gold and silver prepayment arrangement for the Lucky Shot gold project. The Streaming Agreement provided for a closing on the first tranche of $6,250,000 upon satisfaction by the Company of certain closing conditions.

On June 27, 2017, the Company and the Stream Investor agreed, after the satisfaction by the Company of a majority of the Tranche 1 closing conditions, to amend certain provisions of the Streaming Agreement and concurrently close on one-half of Tranche 1 in the amount of $3,250,000. The second half of the first tranche, also in the amount of $3,250,000, has been consummated on August 8, 2017 upon satisfaction of the final closing conditions.

The Company has acquired a permanent 70% interest in the Lucky Shot project by virtue of meeting the earn-in required expenditures. In addition, Miranda contributed mineral property leases valued at $4,285,714 to the Lucky Shot project.

On August 28, 2017, the Company entered into a Mining Services Agreement with Mining & Environmental Services, LLC for development of the Company’s Luck Shot Mine, and other related mining services, including the development of the land located around the mine. If fully completed, it is estimated the Company will pay approximately $4,500,000 for such services. The Agreement contains customary representations, warranties and covenants by the parties for like transactions.

As at September 30, 2017, mineral property interest consists of:

Mineral property leases $ 4,285,714

Cumulative Funding to Alaska Gold Torrent LLC:

As at September 30, 2017, the Company has provided funding to Alaska Gold Torrent, LLC in the total amount of $9,886,925. This consists of cumulative acquisition, exploration, engineering costs and capital contributions of $2,886,925 as at March 31, 2017, and $7,000,000 in additional funding during the three months ended September 30, 2017:

As at March 31, 2017	$	2,886,925
Current period funding		500,000
Streaming Agreement financing		6,500,000
	$	9,886,925

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Property, Plant and Equipment

6 Months Ended

Sep. 30, 2017

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

5.    Property, Plant and Equipment  

Balance as at September 30, 2017:

	Cost		Amortization		Net Book Value
Land	$	100,506	$	-	$	100,506
Mine and mill		2,441,829		-		2,441,829
Buildings		948,732		-		948,732
Equipment		300,833		-		300,833
Computers		4,915		307		4,608
Vehicles		63,524		3,176		60,348
Furniture and fittings		3,944		197		3,747
	$	3,864,283	$	3,680	$	3,860,603

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Accounts Payable

6 Months Ended

Sep. 30, 2017

Payables and Accruals [Abstract]

Accounts Payable

6. Accounts Payable

Accounts payable as at September 30, 2017 includes the following:

● $644,063 due to unrelated parties.

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Long-Term Debt

6 Months Ended

Sep. 30, 2017

Debt Disclosure [Abstract]

Long-Term Debt

7. Long-Term Debt

On February 13, 2017, the Company entered into a convertible preferred note and investment agreement with two Singapore private limited companies for a $2,000,000 convertible preferred note and a $11,250,000 gold and silver prepayment arrangement for the Company’s Lucky Shot gold project. The Company paid $100,000 in legal expenses and used the proceeds from the note as part of the Company’s initial investment in the project.

The convertible preferred note bears interest at 10% per annum, is due on February 13, 2019 and secured by certain assets of the Company. It is also convertible 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 $11,250,000 prepayment arrangement and following an equity raise by the Company of $5,000,000 or more (of which $2,000,000 will include the conversion of the preferred note).

Concurrent with the closing and funding of the convertible preferred note, the Company and Miranda, a wholly-owned subsidiary of Miranda Gold Corp. of Canada, executed a joint venture operating agreement and formed Alaska Gold Torrent, LLC, an Alaska limited liability company under which the Company now owns a seventy percent (70%) undivided interest in the project.

On August 8, 2017, the Company received the second payment of $3,250,000 for a total of $6,500,000 as per the Streaming Agreement (Note 4).

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Related Party Transactions

6 Months Ended

Sep. 30, 2017

Related Party Transactions [Abstract]

Related Party Transactions

8. Related Party Transactions

Transactions with related parties for goods and services are based on the exchange amount as agreed to by the related parties.

Details of related party transactions are as follows:

(a) During the year ended March 31, 2016, the Company signed employment agreements with three directors and officers. During the period ended September 30, 2017, the Company incurred $242,500 (September 30, 2016 - $242,500) in consulting fees (included within executive compensation) to these directors and officers. As at September 30, 2017, $408,107 (March 31, 2017 - $462,607) were owing to these related parties.

(b) On February 13, 2017, the Company entered into a Gold and Silver Prepayment Agreement, and as per this agreement, the Company signed an employment agreement with one director. A total of $54,000 (September 30, 2016 - $Nil) was paid in the period ended September 30, 2017 as a result of this agreement.

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Segmented Information

6 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Segmented Information

9. Segmented Information

The Company operates primarily in one business segment being the identification and development of mining projects with substantially all of its assets and operations located in the United States.

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Common Stock

6 Months Ended

Sep. 30, 2017

Equity [Abstract]

Common Stock

10. Common Stock

During the year ended March 31, 2017, the Company entered into subscription agreements for the issuance of 2,040,000 shares of common stock at a purchase price of $0.25 per share for a total amount of $510,000 in cash, and 1,890,000 shares of common stock at a purchase price of $0.50 per share for a total amount of $945,000 in cash.

During the period ended September 30, 2017, the Company entered into subscription agreements for the issuance of 3,450,000 bonus shares of common stock as compensation to its current CEO, Chairman, management and technical team for $0.50 per share.

The Company also issued 1,569,950 shares of common stock for $784,975 in cash in the period ended September 30, 2017.

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Stock Options

6 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Options

11. Stock Options

The stock options have been granted in conjunction with an Equity Incentive Plan (the “Plan”) for employees, directors and consultants, whereby a maximum aggregate number of common shares that may be issued under the Plan are 20,000,000 common shares. The term of the options is determined by the Board of Directors and cannot exceed 10 years. The exercise price of the stock options is determined by the Board of Directors, but shall not be less than the fair market value of the common stock on the date of grant. Stock options granted under the Plan vest over varying periods at the discretion of the Board of Directors.

The following table summarizes historical information about the Company’s incentive stock options:

	Number of Options		Weighted Average Exercise Price
Balance, March 31, 2017 and 2016		175,000	$	1.27
Granted		2,175,000	$	0.50
Balance, September 30, 2017		2,350,000	$	0.56

The Company’s stock options are outstanding and exercisable as follows:

			September 30, 2017
Expiry date	Exercise price		Options outstanding		Options exercisable
July 30, 2019	$	1.25		150,000		150,000
July 30, 2019		1.38		25,000		25,000
March 23, 2022		0.55		400,000		135,000
March 23, 2022		0.50		1,775,000		591,666
				2,350,000		901,666

During the fiscal year ended March 31, 2017, the Company did not grant any stock options.

In April 2017, the Board approved a new grant of up to 3,000,000 exercisable at $0.50 per share options to the directors, officers, employees, and advisors; the total amount of options granted was 2,175,000 exercisable at $0.50 per share under the terms of the 2016 Stock Option and Bonus Plan.

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Subsequent Events

6 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

12.  Subsequent Events

On October 19, 2017, Gold Torrent, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gold Torrent (Canada) Inc., a wholly-owned subsidiary of the Company organized under the laws of the Province of British Columbia, Canada (“Gold Torrent Canada”) and GTOR US Merger Co, a Nevada corporation and wholly-owned subsidiary of Gold Torrent Canada (“US Merger Co”). Pursuant to the terms of the Merger Agreement, the parties would effect a merger transaction that will effectively change the jurisdiction of incorporation of the corporate parent from Nevada to British Columbia, Canada (the “Redomicile Transaction”).

Pursuant to the terms of the Merger Agreement, US Merger Co. will be merged with and into the Company, with the Company continuing as the surviving corporation, and each share of Company common stock outstanding immediately prior to the effective time of the Redomicile Transaction will be cancelled and converted into the right to receive one common share of Gold Torrent Canada. At the effective time of the Redomicile Transaction and pursuant to the terms of the Merger Agreement, all outstanding options to purchase shares of the Company’s common stock, all outstanding shares of restricted stock, and all other equity-based awards granted to employees and directors of the Company or any of its subsidiaries under the Company’s equity incentive plans prior to the effective time of the Redomicile Transaction will entitle the holder to purchase or receive, or receive benefits or amounts based on, as applicable, an equal number of common shares in Gold Torrent Canada. All such equity-based awards will generally be subject to the same terms and conditions as were applicable to such awards immediately prior to the effective time of the Redomicile Transaction.

The consummation of the Redomicile Transaction will be conditioned on (1) the affirmative vote of a majority of the outstanding shares of the Company’s common stock entitled to vote on the adoption of the Merger Agreement, (2) the Securities and Exchange Commission (the “SEC”) declaring effective a registration statement registering the distribution of common shares of Gold Torrent Canada in the Redomicile Transaction filed by Gold Torrent Canada on Form S-4 under the Securities Act of 1933, as amended, and (4) other customary conditions.

The Company evaluates events that have occurred after the balance sheet date, but before the financial statements are issued. Based upon the evaluation, other than what is described above, the Company did not identify any recognized or non-recognized subsequent events that would have required further adjustments or disclosures in the financial statements.

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Significant Accounting Policies (Policies)

6 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Basis of Presentation

(a) Basis of presentation

These unaudited interim financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional and reporting currency is the US dollar.

These unaudited consolidated interim financial statements include the accounts of the Company and the accounts of the Company’s 70% owned subsidiary, Alaska Gold Torrent, LLC, incorporated in the State of Alaska. For all periods presented, all significant inter-company accounts and transactions have been eliminated in the consolidated financial statements.

The results of operations for the consolidated interim period presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending March 31, 2018. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted. These unaudited consolidated interim financial statements and notes included herein have been prepared on a basis consistent with, and should be read in conjunction with, the Company’s audited financial statements and notes for the year ended March 31, 2017, as filed in its Form 10-K.

Use of Estimates

(b) Use of estimates

The preparation of interim consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to accounts payable and accrued liabilities, the fair value of warrants attached to common shares issued, the fair value of shares issued for services, the fair value of stock options granted, and the recoverability of income tax assets.

While management believes the estimates used are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

Basic and Diluted Earnings (Loss) Per Share

(c) Basic and diluted earnings (loss) per share

Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding. Diluted earnings (loss) per share assumes the exercise of common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.

Foreign Currency Translation

(d) Foreign currency translation

Transactions in currencies other than the US dollar are translated into US dollars at the exchange rate in effect at the balance sheet date for monetary assets and liabilities, and at historical exchange rates for non-monetary assets and liabilities. Expenses are translated at the average rates for the period, except amortization, which is translated on the same basis as the related assets. Resulting translation gains or losses are reflected in net income/loss.

Financial Instruments

(e) Financial instruments

All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities. Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net income. Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income and reported in stockholders’ equity.

A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company prioritizes the inputs into three levels that may be used to measure fair value:

(i) Level 1 –	Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
(ii) Level 2 –	Applies to assets or liabilities for which there are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly, such as quoted prices for similar assets or liabilities in active markets, or indirectly, such as quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions.
(iii) Level 3 –	Applies to assets or liabilities for which there are unobservable market data.

Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as held-to-maturity, loans and receivables or other financial liabilities are included in the initial carrying value of such instruments and amortized using the effective interest method. Transaction costs classified as held-for-trading are expensed when incurred, while those classified as available-for-sale are included in the initial carrying value.

Income Taxes

(f) Income taxes

The Company uses the asset and liability approach in its method of accounting for income taxes that requires the recognition of deferred tax liabilities and assets for expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. The Company recognizes the effect of uncertain tax positions where it is more likely than not based on technical merits that the position could be sustained where the tax benefit has a greater than 50% likelihood of being realized upon settlement. A valuation allowance against deferred tax assets is recorded if based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Share-based Payments

(g) Share-based payments

The Company records all share-based payments at fair value. Where equity instruments are granted to employees, they are recorded at the fair value of the equity instrument granted at the grant date. The grant date fair value is recognized through profit or loss over the vesting period, described as the period during which all the vesting conditions are to be satisfied.

Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model.

At each balance sheet date, the amount recognized as an expense is adjusted to reflect the actual number of stock options expected to vest. On the exercise of stock options, common stock is recorded for the consideration received and for the fair value amounts previously recorded to contributed surplus. The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based payments.

Exploration and Evaluation

(h) Exploration and evaluation

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. When the Company has determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal year end. An impairment loss is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value.

Property, Plant and Equipment

(i) Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated amortization and impairment losses, if any. Amortization is provided at rates and methods designed to write off cost of the assets over their estimated useful lives as follows:

Mine and mill, buildings and equipment	Units-of-production method
Computers	25% declining balance
Vehicles	20% declining balance
Furniture and fittings	20% declining balance

Management reviews the amortization method, useful lives and residual values annually and accounts for any changes in estimates on a prospective basis.

Recent Accounting Guidance Adopted

(j) Recent accounting guidance adopted

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Significant Accounting Policies (Tables)

6 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Schedule of Property Equipment Estimated Useful Lives

Amortization is provided at rates and methods designed to write off cost of the assets over their estimated useful lives as follows:

Mine and mill, buildings and equipment	Units-of-production method
Computers	25% declining balance
Vehicles	20% declining balance
Furniture and fittings	20% declining balance

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Exploration and Mineral Properties (Tables)

6 Months Ended

Sep. 30, 2017

Extractive Industries [Abstract]

Schedule of Mineral Property Interest

As at September 30, 2017, mineral property interest consists of:

Mineral property leases $ 4,285,714

Schedule of Cumulative Funding

Cumulative Funding to Alaska Gold Torrent LLC:

As at March 31, 2017	$	2,886,925
Current period funding		500,000
Streaming Agreement financing		6,500,000
	$	9,886,925

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Property, Plant and Equipment (Tables)

6 Months Ended

Sep. 30, 2017

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Balance as at September 30, 2017:

	Cost		Amortization		Net Book Value
Land	$	100,506	$	-	$	100,506
Mine and mill		2,441,829		-		2,441,829
Buildings		948,732		-		948,732
Equipment		300,833		-		300,833
Computers		4,915		307		4,608
Vehicles		63,524		3,176		60,348
Furniture and fittings		3,944		197		3,747
	$	3,864,283	$	3,680	$	3,860,603

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Stock Options (Tables)

6 Months Ended

Sep. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Incentive Stock Options

The following table summarizes historical information about the Company’s incentive stock options:

	Number of Options		Weighted Average Exercise Price
Balance, March 31, 2017 and 2016		175,000	$	1.27
Granted		2,175,000	$	0.50
Balance, September 30, 2017		2,350,000	$	0.56

Schedule of Stock Options Outstanding and Exercisable

The Company’s stock options are outstanding and exercisable as follows:

			September 30, 2017
Expiry date	Exercise price		Options outstanding		Options exercisable
July 30, 2019	$	1.25		150,000		150,000
July 30, 2019		1.38		25,000		25,000
March 23, 2022		0.55		400,000		135,000
March 23, 2022		0.50		1,775,000		591,666
				2,350,000		901,666

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Nature of Operations and Going Concern (Details Narrative) - USD ($)	Sep. 30, 2017	Mar. 31, 2017	Sep. 10, 2013
Accumulated deficit	$ 6,701,076	$ 3,987,428
Working capital	$ 3,455,110	$ 906,324
Chief Executive Officer and President [Member]
Percentage of issued and outstanding common stock			53.00%

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Significant Accounting Policies (Details Narrative)	6 Months Ended
	Sep. 30, 2017
Percentage of tax benefits likelihood of being realized upon settlement	greater than 50%
Alaska Gold Torrent, LLC [Member]
Percentage of owned subsidiary	70.00%

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Significant Accounting Policies - Schedule of Property Equipment Estimated Useful Lives (Details)	6 Months Ended
	Sep. 30, 2017
Computers [Member]
Property, plant and equipment estimated useful lives	25% declining balance
Vehicles [Member]
Property, plant and equipment estimated useful lives	20% declining balance
Furniture and Fittings [Member]
Property, plant and equipment estimated useful lives	20% declining balance

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Financial Instruments (Details Narrative) - USD ($)		6 Months Ended	12 Months Ended
	Aug. 28, 2017	Sep. 30, 2017	Mar. 31, 2017
Accounts payable		$ 644,063	$ 356,274
Accounts payable due period		due within 30 days or less
Accrued accounting and legal fees		$ 10,000	15,000
Accrued interest		125,479	25,205
Accrued executive compensation		408,107	407,607
Exploration and development costs			$ 27,761
Mining Services Agreement [Member]
Mining services expense	$ 4,500,000

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Exploration, Development and Mineral Properties (Details Narrative)									3 Months Ended		6 Months Ended
	Aug. 28, 2017 USD ($)	Jun. 27, 2017 USD ($)	Mar. 15, 2017 USD ($)	Feb. 13, 2017 USD ($)	Jul. 08, 2016 USD ($) a	Jan. 06, 2016 USD ($)	Jan. 15, 2015 USD ($)	Nov. 05, 2014 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2016 USD ($)	Mar. 31, 2017 USD ($)	May 25, 2016	Mar. 31, 2016 USD ($)
Purchased a building			$ 304,900
Mineral property streaming agreement financing												$ 6,500,000
Total amount funded to agreement										$ 9,886,925		9,886,925			$ 2,886,925
Development costs										$ 251,778		$ 414,360
Alaska Gold Torrent, LLC [Member]
Total amount funded to agreement									$ 9,886,925		9,886,925
Cumulative acquisition, exploration, engineering and capital contributions													$ 2,886,925
Development costs											$ 700,000
Lucky Shot Project [Member]
Business acquisition equity interest		70.00%
Prepayment arrangement for company project				$ 11,250,000
Lucky Shot Project [Member] | First Tranche [Member]
Prepayment arrangement for company project				$ 6,250,000
Streaming Agreement [Member] | One-Half of Tranche 1 [Member]
Mineral property streaming agreement financing		$ 3,250,000
Streaming Agreement [Member] | Second Half of First Tranche [Member]
Mineral property streaming agreement financing		3,250,000
Mining Services Agreement [Member]
Mining services expense	$ 4,500,000
Miranda USA Inc [Member]
Business acquisition equity interest								70.00%
Business acquisition expenditures over next three years								$ 10,000,000
Percentage of initial earnings interest in project								20.00%	20.00%		20.00%
Project incurring initial work commitment								$ 1,070,000
Paid of lease agreement						$ 150,000	$ 150,000
Committed to pay lease agreement amount						$ 150,000	$ 150,000
Area of land purchased | a					30
Purchase price of undeveloped land					$ 100,506
Miranda USA Inc [Member] | Lucky Shot Project [Member]
Percentage of initial earnings interest in project														20.00%
Mineral property streaming agreement financing		$ 4,285,714

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Exploration, Development and Mineral Properties - Schedule of Mineral Property Interest (Details) - USD ($)	Sep. 30, 2017	Mar. 31, 2017
Mineral property interest	$ 4,285,714	$ 405,406
Mineral Property Leases [Member]
Mineral property interest	$ 4,285,714

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Exploration, Development and Mineral Properties - Schedule of Cumulative Funding (Details)	6 Months Ended
	Sep. 30, 2016 USD ($)
Extractive Industries [Abstract]
Beginning balance	$ 2,886,925
Current period funding	500,000
Streaming Agreement financing	6,500,000
Ending balance	$ 9,886,925

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Property, Plant and Equipment - Schedule of Equipment (Details) - USD ($)	Sep. 30, 2017	Mar. 31, 2017
Property, Plant and Equipment, Cost	$ 3,864,283
Property, Plant and Equipment, Amortization	3,680
Property, Plant and Equipment, Net Book Value	3,860,603
Land [Member]
Property, Plant and Equipment, Cost	100,506
Property, Plant and Equipment, Amortization
Property, Plant and Equipment, Net Book Value	100,506
Mine and Mill [Member]
Property, Plant and Equipment, Cost	2,441,829
Property, Plant and Equipment, Amortization
Property, Plant and Equipment, Net Book Value	2,441,829
Buildings [Member]
Property, Plant and Equipment, Cost	948,732
Property, Plant and Equipment, Amortization
Property, Plant and Equipment, Net Book Value	948,732
Equipment [Member]
Property, Plant and Equipment, Cost	300,833
Property, Plant and Equipment, Amortization
Property, Plant and Equipment, Net Book Value	300,833
Computers [Member]
Property, Plant and Equipment, Cost	4,915
Property, Plant and Equipment, Amortization	307
Property, Plant and Equipment, Net Book Value	4,608
Vehicles [Member]
Property, Plant and Equipment, Cost	63,524
Property, Plant and Equipment, Amortization	3,176
Property, Plant and Equipment, Net Book Value	60,348
Furniture and Fittings [Member]
Property, Plant and Equipment, Cost	3,944
Property, Plant and Equipment, Amortization	197
Property, Plant and Equipment, Net Book Value	$ 3,747

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Accounts Payable (Details Narrative)	Sep. 30, 2017 USD ($)
Accounts Payable [Member]
Due to unrelated parties	$ 644,063

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Long-Term Debt (Details Narrative) - USD ($)			6 Months Ended
	Aug. 08, 2017	Feb. 13, 2017	Sep. 30, 2017	Sep. 30, 2016
Convertible preferred note		$ 2,000,000
Legal expenses		$ 100,000
Convertible preferred note bears interest rate		10.00%
Convertible preferred note due date		Feb. 13, 2019
Percentage of convertible preferred note into shares of common stock		15.00%
Prepayment of arrangement funding amount		$ 11,250,000
Equity raise amount		5,000,000	$ 784,975	$ 960,000
Streaming Agreement [Member]
Debt periodic payment	$ 6,500,000
Streaming Agreement [Member] | Second Payment [Member]
Debt periodic payment	$ 3,250,000
Lucky Shot Gold Project [Member]
Prepayment arrangement for company project		$ 11,250,000
Alaska Gold Torrent, LLC [Member]
Percentage of owned subsidiary			70.00%

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Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Mar. 31, 2017
Gold and Silver Prepayment Agreement [Member]
Due to directors	$ 54,000
Directors and Officers [Member] | Employment Agreements [Member]
Expenses related to related party transactions	242,500	$ 242,500
Due to directors	$ 408,107		$ 462,607

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Segmented Information (Details Narrative)	6 Months Ended
	Sep. 30, 2017 Segment
Segment Reporting [Abstract]
Number of operating segment	1

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Common Stock (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Sep. 30, 2017	Mar. 31, 2017
Number of common stock issued in cash	$ 784,975	$ 1,455,000
Common Stock [Member]
Number of common stock shares issued in cash	1,569,950	3,930,000
Number of common stock issued in cash	$ 1,570	$ 3,930
Subscription Agreements [Member]
Number of common stock shares issued in cash	3,450,000	2,040,000
Common stock, price per share	$ 0.50	$ 0.25
Number of common stock issued in cash		$ 510,000
Subscription Agreements [Member] | Common Stock [Member]
Number of common stock shares issued in cash	156,950	1,890,000
Common stock, price per share		$ 0.50
Number of common stock issued in cash	$ 784,975	$ 945,000

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Stock Options (Details Narrative) - $ / shares	1 Months Ended	6 Months Ended
	Apr. 30, 2017	Sep. 30, 2017
Number of stock option shares granted		2,175,000
Maximum [Member]
Term of stock options		10 years
Equity Incentive Plan [Member] | Employees, Directors And Consultants [Member]
Number of stock option shares granted		20,000,000
2016 Stock Option and Bonus Plan [Member]
Number of stock option shares granted	2,175,000
Stock options exercise price	$ 0.50
2016 Stock Option and Bonus Plan [Member] | Directors, Officers, Employees, Subsidiary Employees and Advisors [Member]
Number of stock option shares granted	3,000,000
Stock options exercise price	$ 0.50

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Stock Options - Schedule of Incentive Stock Options (Details)	6 Months Ended
	Sep. 30, 2017 $ / shares shares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Number of Options, Beginning Balance | shares	175,000
Number of Options, Grants | shares	2,175,000
Number of Options, Ending Balance | shares	2,350,000
Weighted Average Exercise, Beginning Balance | $ / shares	$ 1.27
Weighted Average Exercise, Grants | $ / shares	0.50
Weighted Average Exercise, Ending Balance | $ / shares	$ 0.56

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Stock Options - Schedule of Stock Options Outstanding and Exercisable (Details)	6 Months Ended
	Sep. 30, 2017 $ / shares shares
Stock options outstanding	2,350,000
Stock options exercisable	901,666
Range 1 [Member]
Stock options expiry date	Jul. 30, 2019
Stock options exercise price | $ / shares	$ 1.25
Stock options outstanding	150,000
Stock options exercisable	150,000
Range 2 [Member]
Stock options expiry date	Jul. 30, 2019
Stock options exercise price | $ / shares	$ 1.38
Stock options outstanding	25,000
Stock options exercisable	25,000
Range 3 [Member]
Stock options expiry date	Mar. 23, 2022
Stock options exercise price | $ / shares	$ 0.55
Stock options outstanding	400,000
Stock options exercisable	135,000
Range 4 [Member]
Stock options expiry date	Mar. 23, 2022
Stock options exercise price | $ / shares	$ 0.50
Stock options outstanding	1,775,000
Stock options exercisable	591,666