GTOR GGToor Inc (PK)

ADDITIONAL INFORMATION

You can obtain any of the documents filed with or furnished to the United States Securities and Exchange Commission (the “SEC”) by Gold Torrent US at no cost from the SEC’s website at http://www.sec.gov. You may also request copies of these documents, at no cost by contacting Gold Torrent US in writing at the following addresses or by telephone as indicated below:

Gold Torrent, Inc.

960 Broadway Avenue; Suite 530

Boise, Idaho 83706

(208) 343-1413

Attn: Secretary

We will provide promptly without charge to you, upon request, a copy of any document we have filed with the SEC. In order to ensure timely delivery of the documents in advance of the Annual Meeting, any request should be made at least five (5) business days before the Annual Meeting, or February 9, 2018. See the section titled “Where You Can Find More Information” for additional details about where you can find more information about Gold Torrent US and the Redomicile Transaction.

You should rely only on the information contained in this document. No one has been authorized to provide you with information that is different from that contained in this document. You should assume that the information in this document is accurate only as of the date of this proxy statement/prospectus. Neither the mailing of this document to Gold Torrent US stockholders, nor the issuance by Gold Torrent Canada of Common Shares in connection with the Redomicile Transaction will create any implication to the contrary.

Information on the website of Gold Torrent US, or any subsidiary thereof, is not part of this document or incorporated by reference herein. You should not rely on that information in deciding how to vote.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

COMMONLY USED TERMS

For your convenience, some of the terms that are commonly used in the proxy statement/prospectus have the meanings set forth below unless otherwise indicated or the context otherwise requires:

GOLD TORRENT, INC.

960 Broadway Avenue, Suite 530

Boise, Idaho 83706

This proxy statement/prospectus is being furnished to stockholders of Gold Torrent, Inc., a Nevada corporation (“Gold Torrent US”), in connection with the solicitation by its board of directors of proxies for use at the 2018 annual meeting of stockholders (the “Annual Meeting”) to be held on February 16, 2018 at 10:00 a.m., local time, at 960 Broadway Avenue, Suite 530, Boise, Idaho, at which stockholders will have the opportunity to vote on the proposals to adopt the merger agreement (“Merger Agreement”) described in this proxy statement/prospectus (the “Redomicile Proposal”), to elect the following six members to the Gold Torrent US’s board of directors: Daniel Kunz, Ryan Hart, Alexander Kunz, Roy Eiguren, Steven McGrath, and Pat Okita, each for a term ending at the 2018 annual meeting or until their successors are duly elected and qualified (the “Director Proposal”), to ratify the appointment of Morgan & Company LLP as Gold Torrent US’s independent registered public accounting firm for the year ending March 31, 2018 (the “Auditor Proposal”), to approve on a non-binding advisory basis, the compensation of Gold Torrent US’s named executive officers as disclosed in this proxy statement/prospectus (the “Say on Pay Proposal”), to recommend, on an advisory basis, the frequency of future advisory votes on executive compensation (the “Say When on Pay Proposal”), to approve the Gold Torrent, Inc. 2016 Stock Option and Stock Bonus Plan (the “Stock Option Plan Proposal”), to adjourn the annual meeting to a later date if necessary or appropriate to solicit additional proxies if there are not sufficient votes to approve the Redomicile Proposal at the time of the annual meeting (the “Adjournment Proposal”) and to conduct any other business as may properly come before Gold Torrent US’s annual meeting or any adjournment or postponement thereof. The approximate date of first mailing of this proxy statement/prospectus and the accompanying proxy is January 29, 2018.

PROPOSED REDOMICILE TRANSACTION

We are seeking your approval of the Redomicile Proposal that would result in a corporate reorganization of Gold Torrent US after which you would hold shares in a British Columbia, Canada corporation rather than a Nevada corporation. If the Redomicile Proposal is approved at the Annual Meeting, we will merge GTOR US Merger Co (“US Merger Co”), a newly formed Nevada corporation and a wholly owned subsidiary of Gold Torrent Canada, a newly formed, wholly owned subsidiary of Gold Torrent US organized under the laws of British Columbia, Canada (“Gold Torrent Canada”), into Gold Torrent US, with Gold Torrent US surviving as a wholly owned subsidiary of Gold Torrent Canada. The Redomicile Transaction will result in Gold Torrent Canada serving as the publicly traded corporate parent of Gold Torrent US, and thereby effectively change the place of incorporation of our publicly traded parent company from Nevada to British Columbia. The Redomicile Transaction will also result in the issuance to you of common shares in Gold Torrent Canada (“Common Shares”) as merger consideration in exchange for your shares of Gold Torrent US common stock on a one-for-one basis.

In preparation for the Redomicile Transaction, we have formed US Merger Co as a wholly owned subsidiary of Gold Torrent Canada, which in turn is a wholly owned subsidiary of Gold Torrent US, the company whose shares you own. Gold Torrent Canada has only nominal assets and has not engaged in any business or other activities other than in connection with its formation and in preparation for the Redomicile Transaction.

If the Redomicile Proposal is approved by the requisite vote of our stockholders at the Annual Meeting and the other conditions to closing are satisfied:

We currently anticipate that the Redomicile Transaction will become effective in the first quarter of 2018, although we may abandon the Redomicile Transaction at any time prior to its completion, including after obtaining stockholder approval.

As a result of the Redomicile Transaction, Gold Torrent Canada will become the publicly traded corporate parent of Gold Torrent US. Gold Torrent Canada will have outstanding the same number of shares as Gold Torrent US did immediately before consummation of the Redomicile Transaction. As a result, your ownership interest in the Gold Torrent group of companies will not be diluted by the Redomicile Transaction.

GENERAL INFORMATION ABOUT THE REDOMICILE TRANSACTION AND THE ANNUAL MEETING

The following questions and answers are intended to address briefly some commonly asked questions regarding the proposed Redomicile Transaction and the Annual Meeting. These questions and answers may not address all questions that may be important to you. Please refer to the more detailed information contained elsewhere in this proxy statement/prospectus, its annexes and the documents referred to in this proxy statement/prospectus for more information.

At the annual meeting, you will be asked to vote on several other proposals, including the election of the six nominees listed in this proxy statement/prospectus to Gold Torrent US’s board of directors; the ratification of the appointment of Morgan & Company LLP as Gold Torrent US’s independent registered public accounting firm for the year ending March 31, 2017; the approval on a non-binding advisory basis of the compensation of Gold Torrent US’s named executive officers as disclosed in this proxy statement/prospectus; the recommendation, on an advisory basis, of the frequency of future advisory votes on executive compensation and a proposal to adjourn the Annual Meeting to a later date if necessary or appropriate to solicit additional proxies if there are not sufficient votes to approve the Redomicile Proposal at the time of the Annual Meeting. Only the approval of the Redomicile Proposal is required for the completion of the Redomicile Transaction as approval of the foregoing proposals is not a condition to the Redomicile Transaction.

We encourage you to read this proxy statement/prospectus carefully, as it contains important information about these proposals and the annual meeting.

Your vote is important. You do not need to attend the annual meeting in person to vote. We encourage you to vote as soon as possible.

Please see “Approval of the Merger Agreement—Background and Reasons for the Redomicile Transaction” for more information. We cannot assure you that the anticipated benefits of the Redomicile Transaction will be realized. In addition to the potential benefits described above, the Redomicile Transaction will expose you and us to risks. Please see the discussion under “Risk Factors” beginning on page 22, as updated by Gold Torrent US’s subsequent SEC filings. See the section titled “Where You Can Find More Information” beginning on page 121. Our board of directors has considered both the potential advantages of and the risks associated with the Redomicile Transaction and has unanimously approved the Merger Agreement and recommends that stockholders vote to approve the Redomicile Proposal.

United States Federal Income Tax Considerations

It is expected that following the Redomicile Transaction, Gold Torrent Canada will be treated as a U.S. corporation for U.S. federal income tax purposes because for purposes of Section 7874 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder (1) Gold Torrent Canada will acquire substantially all of the assets of Gold Torrent US through its acquisition of all of the stock of Gold Torrent US, (2) the stockholders of Gold Torrent US will own 100% of the Common Shares, and (3) Gold Torrent Canada and its affiliates will not have substantial business activities in Canada after the Redomicile Transaction. Therefore, the Redomicile Transaction is expected to qualify as a non-recognition transaction for U.S. federal income tax purposes.

Taxation of U.S. Holders. Assuming that for U.S. federal income tax purposes, Gold Torrent Canada is treated as a U.S. corporation and the Redomicile Transaction qualifies as a non-recognition transaction, a U.S. Holder (defined herein under “Material United States Federal Income Tax Considerations”) of shares of Gold Torrent US common stock should not recognize any gain or loss for U.S. federal income tax purposes on the exchange of such common stock for Common Shares in the Redomicile Transaction.

Taxation of Non-U.S. Holders . Subject to a limited exception, a Non-U.S. Holder (defined herein under “Material United States Federal Income Tax Considerations”) should not be subject to U.S. federal income tax on gain realized, if any, on the exchange of shares of Gold Torrent US common stock for Common Shares in the Redomicile Transaction.

Canadian Federal Income Tax Considerations

For Canadian federal income tax purposes, the exchange of shares of Gold Torrent US common stock for Common Shares by a holder who is not resident in Canada will generally not be subject to Canadian federal income tax as a result of the Redomicile Transaction. A Canadian Resident Holder (defined herein under “Material Canadian Federal Income Tax Considerations”) of shares of Gold Torrent US common stock who exchange shares of Gold Torrent US common stock for Common Shares in the Redomicile Transaction generally will, for Canadian federal income tax purposes, realize a capital gain (or sustain a capital loss).

Additionally, a U.S. Holder will recognize taxable gain or loss on any sale, exchange, or other taxable disposition of Common Shares equal to the difference between the amount realized for the Common Shares and the U.S. Holder’s tax basis in such shares. This gain or loss generally will be capital gain or loss. A non-corporate U.S. Holder, including an individual, will be eligible for reduced tax rates on such gain if the Common Shares have been held for more than one year when they are sold, exchanged or otherwise disposed of. A U.S. Holder’s holding period for Common Shares should include such U.S. Holder’s holding period for the shares of Gold Torrent US common stock surrendered in the Redomicile Transaction. The deductibility of capital losses is subject to limitations.

Additionally, a Non-U.S. Holder generally will not recognize gain or loss on any sale, exchange, or other disposition of Common Shares unless the gain is effectively connected with the conduct of a trade or business in the United States, such Non-U.S. Holder is an individual who has been present in the United States for 183 days or more in the taxable year of the disposition, or if Gold Torrent Canada is or has been a “U.S. real property holding corporation.”

Under applicable law, our board of directors cannot waive the requirement to obtain stockholder approval. Our board of directors reserves the right to defer or abandon the Redomicile Transaction for the reasons described under “Risk Factors—Risks Related to the Redomicile Transaction—We may choose to defer or abandon the Redomicile Transaction.”

In addition, the expected timing for the completion of the Redomicile Transaction may be impacted by other conditions described in this proxy statement/prospectus. We cannot be certain when, or if, the conditions to the Redomicile Transaction will be satisfied or waived, or that the Redomicile Transaction will be completed.

Stock certificates representing shares of Gold Torrent US common stock will, at the effective time of the Redomicile Transaction, automatically represent the same number of Gold Torrent Canada Common Shares. You will not be required to exchange your stock certificates as a result of the Redomicile Transaction. If you desire to sell some or all of your Common Shares after the effective time, delivery of the stock certificate or certificates which previously represented Gold Torrent US shares will be sufficient.

Following the Redomicile Transaction, certificates bearing the name of Gold Torrent Canada will be issued in the normal course upon surrender of outstanding Gold Torrent US certificates for transfer or exchange. Holders who submit Gold Torrent US certificates for transfer or exchange following the Redomicile Transaction will receive Gold Torrent Canada Common Shares in book-entry form unless otherwise requested.

At the effective time of the Redomicile Transaction and pursuant to the terms of the Merger Agreement, all outstanding options to purchase shares of Gold Torrent US common stock and all outstanding restricted stock awards and other equity-based awards granted to employees and directors by Gold Torrent US or any of its subsidiaries under our equity incentive plans prior to the effective time will entitle the holder to purchase or receive, or receive benefits or amounts based on, as applicable, an equal number of Gold Torrent Canada Common Shares. 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.

Additionally, at the effective time of the Redomicile Transaction and pursuant to the terms of the Merger Agreement, all outstanding warrants exercisable into shares of Gold Torrent US common stock will entitle the holder to acquire upon exercise of such warrants Gold Torrent Canada Common Shares for the same exercise price per share as in effect just prior to the effective time of the Redomicile Transaction. All such warrants will generally be subject to the same terms and conditions as were applicable to such warrants immediately prior to the effective time of the Redomicile Transaction.

The six nominees for director who receive the greatest number of votes “FOR” election cast at the meeting will be elected as directors. Cumulative voting is not permitted in the election of directors. Accordingly, if you do not vote for a nominee, do not instruct your broker how to vote for a nominee or if you indicate “withhold authority to vote” for a nominee, your vote will not count either “FOR” or “AGAINST” the nominee.

The affirmative vote of a majority of the outstanding shares of Gold Torrent US common stock represented in person or by proxy at the annual meeting and entitled to vote on the matter is required to approve the Auditor Proposal, Say on Pay Proposal, Stock Option Plan Proposal, and Adjournment Proposal. If you abstain from voting on any of these proposals, it will have the same effect as a vote against such proposal.

The alternative (other than abstention) regarding the frequency of future advisory votes on executive compensation that receives the most votes will be deemed the recommendation of the stockholders.

If you hold shares of Gold Torrent US common stock in “street name” through a stock brokerage account or through a bank or other nominee, please follow the voting instructions provided by your broker, bank or other nominee to ensure that your shares are represented at the Annual Meeting.

Your attendance at the Annual Meeting will not itself revoke your proxy.

If you have instructed a broker to vote your shares, you must follow the procedure provided by your broker to change those instructions.

If you are a stockholder of Gold Torrent US and are present in person at the Annual Meeting and abstain from voting or mark your proxy or voting instructions to abstain, this will have the effect of a vote against the Auditor Proposal, the Say on Pay Proposal and the Adjournment Proposal but will have no effect on the Director Proposal or the Say When on Pay Proposal. If you are a stockholder of Gold Torrent US and are not present in person at the Annual Meeting and do not respond by proxy, or if you fail to instruct your broker, bank or other nominee to vote, this will have no effect on any of those five proposals.

In addition to soliciting proxies by mail, our board of directors, our officers and employees, or our transfer agent, may solicit proxies on our behalf, personally or by telephone and we have engaged a proxy solicitor to solicit proxies on our behalf by telephone and by other means Island Stock Trasnfer, will serve as the inspector of election for the Annual Meeting.

RISK FACTORS

Before you decide how to vote on the proposals at the Annual Meeting, you should carefully consider the following risk factors, in addition to the other information included in this proxy statement/prospectus. In addition, you should read and consider the risks associated with Gold Torrent US’s business included in this proxy statement/prospectus because those risks will also affect the Gold Torrent Canada and Gold Torrent US after the Redomicile Transaction. You should also read and consider the other information in this proxy statement/prospectus.

Risks Related to the Redomicile Transaction

The anticipated benefits of the Redomicile Transaction may not be realized.

We may not realize the benefits we anticipate from the Redomicile Transaction, particularly as the realization of those benefits are in many important respects subject to factors that we do not control. These factors would include such things as the reactions of third parties with whom we enter into contracts and do business and the reactions of investors, analysts and Canadian and U.S. taxing authorities, and other factors discussed in these risk factors. For example, the increased availability, quantity and prominence of information about our company for Canadian investors following the Redomicile Transaction may not lead to increased demand for our securities. Even if there is increased demand for our securities following the Redomicile Transaction, we cannot assure investors that Canadian equity research analysts will initiate or maintain research coverage of Gold Torrent Canada. The failure to realize any of these anticipated benefits could have an adverse impact on the price of the Common Shares.

Successful completion of the Redomicile Transaction may also fail to provide us with additional strategic business opportunities in Canada, or allow us to sufficiently access the Canadian capitals markets.

Our failure to realize any of our expected benefits of the Redomicile Transaction could have an adverse effect on our business, results of operations or financial condition.

Your rights as a stockholder will change as a result of the Redomicile Transaction.

The consummation of the Redomicile Transaction will change the governing law that applies to our stockholders from Nevada law (which applies to the shares of Gold Torrent US common stock) to British Columbia law (which applies to Gold Torrent Canada’s Common Shares). Many of the principal attributes of Gold Torrent US’s shares and Gold Torrent Canada’s Common Shares will be similar. However, if the Redomicile Transaction is consummated, your future rights as a stockholder under British Columbia corporate law will differ from your current rights as a shareholder under Nevada corporate law. In addition, Gold Torrent Canada’s articles will differ from Gold Torrent US’s articles of incorporation and bylaws. See “Comparison of Rights of Shareholders.”

The IRS may disagree with our conclusions on the U.S. federal income tax treatment of the Redomicile Transaction and the IRS has not provided (and we have not requested) a ruling on the U.S. federal income tax aspects of the Redomicile Transaction.

Based on the current provisions of the Code, we expect that the Redomicile Transaction will not result in any material U.S. federal income tax liability to Gold Torrent US, Gold Torrent Canada or the holders of shares of Gold Torrent US common stock. However, if the IRS disagrees with this view, it may take the position that material U.S. federal income tax liabilities or amounts on account thereof are payable by Gold Torrent US, Gold Torrent Canada or the holders of shares of Gold Torrent US common stock as a result of the Redomicile Transaction. The IRS has not provided (and we have not requested) a ruling on the U.S. federal income tax aspects of the Redomicile Transaction. There can be no assurance that the IRS will agree with our interpretation of the tax aspects of the Redomicile Transaction or any related matters associated therewith.

The CRA may disagree with our conclusions on tax treatment and the CRA has not provided (and we have not requested) a ruling on the Canadian tax aspects of the Redomicile Transaction.

Based on the current provisions of the Canadian Tax Act, we expect that the Redomicile Transaction will not result in any material Canadian federal income tax liability to Gold Torrent US or Gold Torrent Canada. However, if the CRA disagrees with this view, it may take the position that material Canadian federal income tax liabilities or amounts on account thereof are payable by any one or more of these companies as a result of the Redomicile Transaction, in which case, we expect that we would contest such assessment. To contest such assessment, we would be required to remit cash or provide security of the amount in dispute, or such lesser amount as permitted under the Canadian Tax Act and acceptable to the CRA, to prevent the CRA from seeking enforcement actions pending the dispute of such assessment. If we were unsuccessful in disputing the assessment, the implications could be materially adverse to us. The CRA has not provided (and we have not requested) a ruling on the Canadian tax aspects of the Redomicile Transaction. There can be no assurance that the CRA will agree with our interpretation of the tax aspects of the Redomicile Transaction or any related matters associated therewith.

We may choose to defer or abandon the Redomicile Transaction.

We may decide to terminate the Merger Agreement and defer or abandon the Redomicile Transaction at any time prior to the effective time of the Redomicile Transaction. In addition, after the Merger Agreement is adopted by stockholders, we will not affect the Redomicile Transaction if one of the conditions to closing fails to be satisfied and our board of directors determines not to waive the condition.

We expect to incur transaction costs in connection with the completion of the Redomicile Transaction, some of which will be incurred whether or not the Redomicile Transaction is completed.

We expect to incur significant transaction costs in connection with the Redomicile Transaction. The substantial majority of these costs will be incurred regardless of whether the Redomicile Transaction is completed and prior to your vote on the proposals at the Annual Meeting.

Negative publicity resulting from the proposed Redomicile Transaction could adversely affect our business and the price of the Common Shares.

Foreign reincorporations that have been undertaken by other companies have generated significant press coverage, much of which has been negative. Negative publicity generated by the proposed Redomicile Transaction could cause our investors, particularly those in the United States, to perceive uncertainty regarding future opportunities available to them. In addition, negative publicity could cause some of our business partners to be more reluctant to do business with us. Either of these events could have a significant adverse impact on our business. Negative publicity could also cause some of our shareholders to sell our shares or decrease the demand for new investors to purchase our shares, which could have an adverse impact on the price of our shares.

Risks Related to Gold Torrent US’s Business

The fact that we have not earned any operating revenues since our incorporation raises substantial doubt about our ability to continue to operate our business.

We have not generated any revenue from operations since our incorporation. During the year ended March 31, 2017, we incurred a net loss of $1,946,671 and during the three-month period ended September 30, 2017 we incurred a net loss attributable to stockholders of $2,552,403. Gold Torrent US has incurred losses since inception and has an accumulated deficit of $7,645,135 (March 31, 2017 - $3,987,428) as of September 30, 2017, with limited resources and limited source of operating cash flows. As at September 30, 2017, the Company has a working capital of $3,684,152 (March 31, 2017 - $906,324).We anticipate that we will continue to incur operating expenses without revenues unless and until we are able to extract and sale gold from the Lucky Shot Project. These factors raise substantial doubt about the ability of Gold Torrent US (or Gold Torrent Canada after the completion of the Redomicile Transaction) to continue as a going concern. Both Gold Torrent US’s and Gold Torrent Canada’s (after the completion of the Redomicile Transaction) continuance as a going concern is dependent on the success of the efforts of our directors and executive officers in providing financial support in the short-term, raising additional capital through equity or debt financing from third parties, and achieving profitable operations. We have traditionally raised our operating capital from sales of equity and debt securities, but there can be no assurance that we will continue to be able to do so. The unpredictable economy in the United States and the resulting volatile markets may make it more difficult for us to raise capital as and when we need it, and it is difficult for us to assess the impact this might have on our operations or liquidity and to determine whether the prices we might receive on the sale of gold extracted from the Lucky Shot Project would exceed the cost of mineral exploration and development. If we cannot raise the funds that we require to continue development of the Lucky Shot Project, we may be forced to delay, scale back, or eliminate our operational activities associated with such project. If any of these were to occur, there is a substantial risk that our business would fail.

The exploration and development of the Lucky Shot Project involves significant financial risks over a prolonged period of time .

The exploration and development of the potential deposits at the Lucky Shot Project involves significant financial risks over a prolonged period of time, which even if there is a combination of careful evaluation, experience and knowledge may not be eliminated. While discovery of a deposit may result in substantial rewards, few properties are ultimately developed into economically viable operating mines. The Lucky Shot Project may not contain economically recoverable volumes of recoverable gold deposits in sufficient quality or quantity. Even if there are economically recoverable deposits, delays in the construction and commissioning of the Lucky Shot Project or other technical difficulties may make the deposits difficult to extract. Further, exploration and development of the Lucky Shot Project may be disrupted, damaged or delayed by a variety of risks and hazards which are beyond our control, and major expenditure may be required to establish reserves by drilling and in constructing mining and processing facilities at the Lucky Shot Project site. Consequently, it is impossible to ensure that preliminary feasibility studies or definitive feasibility studies at the Lucky Shot Project will result in a profitable commercial mining operation at the Lucky Shot Project, or that the expenditures made towards the search and evaluation of mineral deposits will result in discoveries of economically viable quantities of gold at the Lucky Shot Project.

We will require additional capital in order to further develop the Lucky Shot Project into a producing mine. If we cannot raise this additional capital, we will not be able to extract the reserve and our business could fail.

In order to properly extract mineral resources from the Lucky Shot Project we will be required to expend substantial sums of money to establish the extent of the gold reserves, develop processes to extract such gold reserves and develop extraction and processing facilities and infrastructure. In particular, we estimate that total additional expenditures required to reach commercial production of gold from the Lucky Shot Project is $19.25 million. Since as of September 30, 2017, our working capital consisted of $3,684,152, we will require additional sources of funding in order for the Lucky Shot Project to reach commercial production of gold. We currently have not identified where such sources of funding will come from and consequently there can be no assurance that we will be able to raise the funds required for development of the Lucky Shot Project on a timely basis, or at all. If we cannot raise the necessary capital to complete the necessary facilities and infrastructure at the Lucky Shot Project, our business may fail.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.

Mineral exploration, development and production involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject all of the hazards and risks inherent in the development and production of a mineral reserve, including but not limited to: liability for pollution or other environmental hazards, explosions, fires, equipment failures, industrial accidents, or cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment, or could result in personal injury or death. We may also be liable for the mining activities of previous miners and previous exploration works on the property where the Lucky Shot Project is located. Although we intend to maintain insurance in accordance with industry practice, we do not currently maintain insurance coverage against all of these operating hazards. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production of a mineral property is not general available to us or to other companies in the mining industry on acceptable terms. The payment of any liabilities that may arise from any such occurrence would likely have a material adverse impact on our company.

Our business operations expose us to risks of litigation.

Legal proceedings may arise from time to time in the course of our business. There have been a number of cases where the rights and privileges of mining and exploration companies have been the subject of litigation. Our board of directors cannot preclude that such litigation may not be brought against Gold torrent US in the future from time to time or that it may not be subject to any other form of litigation. We may find it difficult, impossible or very costly to enforce the rights it may have under agreements it may enter into.

Mineral operations are subject to applicable law and government regulation, which could restrict or prohibit the exploration and development of mineral resources. If we cannot extract any mineral resources from the Lucky Shot Project our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration at our Lucky Shot Project or for the construction and operation of a mine on our Lucky Shot Project at an economically viable cost. If we cannot accomplish these objectives, our business could fail. Although we believe that we are in compliance with all material laws and regulations that currently apply to our activities, we can give no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

The development of the Lucky Shot Project will depend on adequate local infrastructure.

Our development and exploration activities in connection with the Lucky Shot Project depend on adequate local infrastructure, including reliable road, power sources and water supply. Our inability to secure adequate water and power resources, as well as other events outside of its control, such as unusual weather, sabotage, government or other interference in the maintenance or provision of such infrastructure, could adversely affect our operations and financial condition.

Mineral prices are subject to dramatic and unpredictable fluctuations and the economic viability of our Lucky Shot Project cannot be accurately predicted.

We expect to derive revenues from the extraction and sale of gold extracted from the Lucy Shot Project. The price of this commodity has fluctuated widely in recent years and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors are based on the price of precious metals and therefore the economic viability of any of our exploration properties cannot accurately be predicted. Additionally, a significant fall in gold prices could lead to a significant fall in our cash flow and/or a delay in exploration and production or even abandonment of the Lucky Shot Project, which would have a material adverse impact on our operating results and financial condition.

We have a limited operating history on which to base an evaluation of our business and prospects and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

We have never had any revenues from our operations since 2013 when we changed our business from the development of mobile monetization solutions and applications to the exploration and development of gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America. We have no way to evaluate the likelihood of whether we will be able to build or operate a mine successfully. We anticipate that we will continue to incur operating costs without realizing any revenues during the period when we are developing the Lucky Shot Project. If we are unable to generate significant revenues from mining operations at the Lucky Shot Project, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the start up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. There is no history upon which to base any assumption as to the likelihood that we will prove successful and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

We are reliant on the Lucky Shot Project for our future operating revenues

Currently, we rely only on our interests in the Lucky Shot Project for potential operating revenues. As a result, unless we acquire additional property interests, any adverse developments affecting the Lucky Shot Project could have a material adverse effect upon us and would materially and adversely affect the potential mineral resource production, profitability, financial performance and results of our operations

Our development plan to initiate gold production on the Lucky Shot Project is based on a preliminary feasibility study and not based on a full feasibility study of the mineral reserves demonstrating an adequate level of economic and technical viability.

Although we have completed a preliminary feasibility study on the Lucky Shot Project, we have not completed a full feasibility study, nor do we have any intention of completing such a full feasibility study prior to developing the Lucky Shot Project for the extraction of resources. Consequently, we can give no assurances that the results of the preliminary feasibility study accurately reflect the Lucky Shot Project’s potential mineral reserves or otherwise the level of economic or technical viability of the Lucky Shot Project. If the mineral reserves on the Lucky Shot Project are not economically viable our investment in the Lucky Shot Project will likely fail to generate any positive returns.

Our joint venture arrangement with Miranda may negatively impact the development of the Lucky Shot Project

We have entered into a joint venture arrangement with Miranda for the development of the Lucky Shot Project. If Miranda does not meet its obligations under our joint venture arrangement with them we may suffer additional costs or other losses and the development of the Lucky Shot Project could be delayed or ended.

Our internal computer systems may fail or suffer security breaches.

Despite the implementation of security measures, our internal computer systems are vulnerable to damage from computer viruses and unauthorized access. Although to our knowledge we have not experienced any such material system failure or security breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our business operations.

We are dependent on key executives, personnel and contractors

Our success to a significant extent depends on Gold Torrent US’ directors, management and other key personnel and contractors. Our board of directors believes that our future success will depend largely on our ability to attract and retain highly skilled and qualified personnel and contractors and to expand, train and manage its employee and contractor base. There can be no guarantee that suitably skilled and qualified individuals will be identified and employed or contracted on satisfactory terms or at all. If we fail to recruit or retain the necessary personnel or contractors, or if we loses the services of any of our key executives, our business could be materially and adversely affected.

Our directors or officers may become subject to conflicts of interest

Certain of the our directors and officers may serve from time to time as directors, officers, promoters and members of management of other companies involved in natural resource exploration and development and therefore it is possible that a conflict may arise between their duties as a director or officer of Gold Torrent US and their duties as a director, officer, promoter or member of management of such other companies.

Risks Associated with Our Common Shares

The market for Common Shares of Gold Torrent Canada may differ from the market for shares of Gold Torrent US common stock, and the market price and trading volume of Common Shares of Gold Torrent Canada may be volatile.

We intend to have the Common Shares quoted on the QTCQB Venture Market after the completion of the Redomicile Transaction. The market price, trading volume or volatility of the Gold Torrent Canada Common Shares could be different from those of the Gold Torrent US shares.

The market price of our Common Shares may be influenced by many factors, some of which are beyond our control, including those described above and the following:

These broad market and industry factors may materially reduce the market price of our Common Shares, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of Gold Torrent Canada’s Common Shares is low.

Gold Torrent US’s shares of common stock are penny stock and Gold Torrent Canada Common Shares will likely be penny stock after the Redomicile Transaction. Trading of our stock may be restricted by penny stock regulations, which may limit a stockholder’s ability to buy and sell the Common Shares in the United States.

Shares of Gold Torrent US common stock are currently considered penny stock, and Common Shares of Gold Torrent Canada will likely be considered penny stock after the completion of the Redomicile Transaction. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Shares of Gold Torrent US common stock are covered by the penny stock rules and we anticipate the Common Shares will also be covered by such rules after the completion of the Redomicile Transaction. The SEC’s penny stock rules impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 (excluding the value of an individual’s primary residence) or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the SEC’s penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade the Common Shares in the United States after the completion of the Redomicile Transaction.

In addition to the penny stock rules promulgated by the SEC, the Financial Industry Regulatory Authority (“FINRA”:) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Consequently, these FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy the Common Shares, which may limit your ability to buy and sell the Common Shares after the completion of the Redomicile Transaction.

C ommon Shares issued to Canadian holders of Gold Torrent US common stock will be subject to transfer restrictions.

The Common Shares to be issued to Canadian holders of Gold Torrent US common stock are expected to be issued on a private placement basis and, as a result, the Common Shares issued to Canadian holders will be subject to a statutory hold period. This hold period will not expire until such time as Gold Torrent Canada has been a reporting issuer in Canada for four months or has otherwise filed a prospectus in Canada in respect of such Common Shares. Gold Torrent Canada is not currently a reporting issuer in Canada and may never become a reporting issuer in Canada. If Gold Torrent Canada does not file a prospectus in Canada or become a reporting issuer, the resale of the Common Shares issued to current Canadian holders of Gold Torrent US common stock will be restricted, holders will not be able to sell any such Common Shares on the public market and such shares will only be tradable if an exemption applies under Canadian securities regulations.

An active trading market for Gold Torrent Canada Common Shares may not develop.

Prior to the Redomicile Transaction, there has been no public market for the Common Shares. Although the common stock of Gold Torrent US is currently traded on the OTCQB Venture Market, and we expect the Common Shares to be traded on the OTCQB Venture Market after the Redomicile Transaction , an active trading market for the Common Shares may never develop or be sustained following the Redomicile Transaction. The lack of an active market may impair investors’ ability to sell their Common Shares at the time they wish to sell them or at a price that they consider reasonable, may reduce the fair market value of their shares and may impair our ability to raise capital.

Neither Gold Torrent US nor Gold Torrent Canada expects to pay dividends in the foreseeable future. As a result, you must rely on stock appreciation for any return on your investment.

Neither Gold Torrent US nor Gold Torrent Canada anticipates paying cash dividends on its common stock in the foreseeable future. Any payment of cash dividends will also depend on financial condition, results of operations, capital requirements and other factors and will be at the discretion of the board of directors of Gold Torrent US or Gold Torrent Canada. Accordingly, you will have to rely on capital appreciation, if any, to earn a return on your investment in Gold Torrent US common stock or the Common Shares. Furthermore, Gold Torrent US or Gold Torrent Canada may in the future become subject to contractual restrictions on, or prohibitions against, the payment of dividends.

Provisions contained in Gold Torrent Canada’s articles and applicable British Columbia law could discourage a takeover attempt, which may reduce or eliminate the likelihood of a change of control transaction and, therefore, the ability of Gold Torrent Canada’s shareholders to sell their Common Shares for a premium.

Provisions contained in Gold Torrent Canada’s articles provide for limitations on the removal of directors, which could make it more difficult for a third-party to acquire control of Gold Torrent Canada. In addition, Gold Torrent Canada may become subject to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids of the British Columbia Securities Commission Securities Act 1996 , which provides a heightened threshold for shareholder acceptance of third-party acquisition offers and could discourage takeover attempts that could result in a premium over the market price for our common shares. See “Description of Gold Torrent Canada’s Share Capital.”

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the documents incorporated herein contain “forward-looking statements”, as defined under U.S. and Canadian securities laws, which are subject to risks and uncertainties. These forward looking statements include, but are not limited to, descriptions of Gold Torrent US’s financial condition, results of operations, assets and profitability and statements about the expected timing, completion, financial benefits and other effects of the Redomicile Transaction. All statements, other than statements of historical fact, regarding the financial position, business strategy and our management’s plans and objectives for the future operations of Gold Torrent US are forward-looking statements. Readers should not place undue reliance on forward-looking statements, which reflect management’s views only as of the date hereof. When used in this proxy statement/prospectus, the words “anticipate,” “believe,” “estimate,” “expect,” and “intend” and words or phrases of similar meaning, as they relate to Gold Torrent US or Gold Torrent US’s management are intended to help identify forward-looking statements. Although we believe that management’s respective expectations as reflected in forward-looking statements are reasonable, we cannot assure readers that those expectations will prove to be correct.

Forward-looking statements are subject to various risks and uncertainties that may cause actual results to differ materially and adversely from expectations as indicated in the forward-looking statements. These risks and uncertainties include:

Many of these risks, as well as other risks that may have a material adverse impact on our operations and business, are identified in other filings that Gold Torrent US made with the SEC. However, you should be aware that these factors are not an exhaustive list, and you should not assume these are the only factors that may cause our actual results to differ from our expectations. These forward-looking statements are made only as of the date of this proxy statement/prospectus, and Gold Torrent US does not undertake an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this current proxy statement/prospectus.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF GOLD TORRENT

The following tables present the selected historical financial data derived audited financial statements for Gold Torrent US. The financial data for the fiscal years ended March 31, 2017 and 2016 and as of March 31, 2017 and 2016 is derived from Gold Torrent US’s audited consolidated financial statements and related notes included in this proxy statement/prospectus. The financial data for the years ended March 31, 2015, 2014 and 2013 and as of March 31, 2015, 2014 and 2013 is derived from Gold Torrent US’s audited consolidated financial statements and related notes, which are not included or incorporated by reference in this proxy statement/prospectus.

The financial data for the three months ended September 30, 2017 and 2016 are derived from Gold Torrent US’s unaudited consolidated financial statements contained in Gold Torrent US’s Quarterly Report on Form 10-Q for the three months ended June 30, 2017, which is included in this proxy statement/prospectus. The unaudited financial data presented has been prepared on a basis consistent with Gold Torrent US’s audited consolidated financial statements. These financial statements are unaudited, but, in the opinion of Gold Torrent US’s management, contain all adjustments necessary to present fairly Gold Torrent US’s consolidated financial position, results of operations and cash flows for the periods indicated.

You should read the summary historical financial data presented below together with Gold Torrent US’s audited consolidated financial statements for the year ended March 31, 2017, and the related notes thereto that are included in this proxy statement/prospectus, and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/ prospectus.

We have included no data for Gold Torrent Canada or US Merger Sub because those entities have only nominal assets and have not engaged in any material business or other activities for the periods shown below.

SELECTED UNAUDITED PRO FORMA FINANCIAL DATA

Pro forma financial statements for Gold Torrent Canada to reflect the Redomicile Transaction are not presented in this proxy statement/prospectus because no significant pro forma adjustments are required to be made as a result of the Redomicile Transaction to the audited financial statements of Gold Torrent US for the year ended March 31, 2017 or the unaudited financial statements of Gold Torrent US for the three months ended June 30, 2017.

COMPARATIVE MARKET PRICES AND DIVIDENDS

Gold Torrent US common stock is traded on the OTCQB Venture Market under the symbol “GTOR.” Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market for our common stock in the future.

We expect the Common Shares of Gold Torrent Canada to also be traded on the OTCQB Venture Market after the completion of the Redomicile Transaction.

The following table sets forth, for the periods indicated, the reported high and low bids per share of Gold Torrent US common stock based on inter-dealer prices, without retail mark-up, mark-down or commission, as reported on the OTCQB Venture Market.

On October 19, 2017, the last trading day before Gold Torrent US publicly disclosed its intention to redomicile to British Columbia, Canada, the closing price of shares of Gold Torrent US common stock as reported on the OTCQB Venture Market was $0.80 per share. On January 22, 2018, the last practicable date before the date of this proxy statement/prospectus, the closing price of shares of Gold Torrent US common stock as reported on the OTCQB Venture Market was $0.60 per share.

Holders of Record

As of January 18, 2018 there were approximately 20,110,552 holders of record of shares of Gold Torrent US common stock. All Common Shares of Gold Torrent Canada outstanding before the Redomicile Transaction are owned by Gold Torrent US.

Dividend Information

To date, Gold Torrent US has not paid any dividends on its common stock . Our board of directors does not expect to declare or pay dividends on shares of our common stock for the foreseeable future. We intend to retain earnings, if any, to finance the development and expansion of our business. Our future dividend policy will be subject to the discretion of our board of directors and will depend upon our future earnings, if any, our financial condition, our capital requirements, general business conditions and other factors.

APPROVAL OF THE MERGER AGREEMENT

(Proposal 1)

The following includes a summary of the material provisions of the Merger Agreement, a copy of which is attached as Annex A and incorporated by reference into this proxy statement/prospectus. We encourage you to read the Merger Agreement in its entirety. In the event of any discrepancy between the terms of the Merger Agreement and the following summary, the Merger Agreement will control.

Introduction

The Merger Agreement you are being asked to adopt at the annual meeting provides for a merger of US Merger Co with and into Gold Torrent US, with Gold Torrent US surviving the Redomicile Transaction as a wholly owned subsidiary of Gold Torrent Canada. The Redomicile Transaction will result in your shares of Gold Torrent US common stock being exchanged into Common Shares of Gold Torrent Canada, which will result in Gold Torrent Canada becoming the publicly traded corporate parent of the Gold Torrent group of companies and thereby effectively change the place of incorporation of our publicly traded parent company from Nevada to British Columbia.

After the Redomicile Transaction, you will continue to own an interest in a parent company that will continue to conduct, through its wholly owned subsidiaries, the same businesses as conducted by the Gold Torrent group of companies before the Redomicile Transaction. In addition, the Redomicile Transaction will not dilute your economic interest in the Gold Torrent group of companies. The number of Common Shares you will own immediately after the Redomicile Transaction will be the same as the number of shares of common stock you owned in Gold Torrent US immediately prior to the Redomicile Transaction. Further, the number of outstanding Common Shares of Gold Torrent Canada will be the same as the number of outstanding shares of Gold Torrent US common stock immediately before consummation of the Redomicile Transaction.

As of January 18, 2018, the record date for the Annual Meeting, there were 20,110,552 shares of Gold Torrent US common stock outstanding. For a description of the Common Shares of Gold Torrent Canada, see “Description of Gold Torrent Canada’s Share Capital.”

The Parties to the Redomicile Transaction

Gold Torrent US. Gold Torrent US is the current parent holding company of the Gold Torrent group of companies. We are focused 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. Please read “Business” in Item 1 of the Form 10-K for more information about our business.

Gold Torrent Canada. Gold Torrent Canada is a company newly organized under the laws of the Province of British Columbia, Canada and is currently a wholly owned subsidiary of Gold Torrent US. Gold Torrent Canada is the sole shareholder of US Merger Co. Gold Torrent Canada has only nominal assets and has not engaged in any business or other activities other than in connection with its formation and the Redomicile Transaction. As a result of the Redomicile Transaction, Gold Torrent Canada will become the publicly traded parent company of the Gold Torrent group of companies.

US Merger Co. US Merger Co is a corporation newly incorporated under the laws of the State of Nevada and is currently a wholly owned subsidiary of Gold Torrent Canada. US Merger Co has only nominal assets and has not engaged in any business or other activities other than in connection with its formation and the Redomicile Transaction.

The Redomicile Transaction

There are several principal steps to effect the Redomicile Transaction:

We currently anticipate that the Redomicile Transaction will become effective in first quarter of 2018, although we may abandon the Redomicile Transaction at any time prior to its completion, including after obtaining stockholder approval.

Additional Agreements

Pursuant to the Merger Agreement, Gold Torrent US and Gold Torrent Canada have agreed, among other things, that:

Background and Reasons for the Redomicile Transaction

On September 10, 2013, certain shareholders of Gold Torrent US, including the current Chief Executive Officer and its President, acquired approximately 53% of Gold Torrent US’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 Gold Torrent US began to focus on acquiring ownership in late-stage exploration or development gold mining projects and/or royalty or streaming interests in low capital intensity, late-stage mining projects in North America. On January 16, 2014, we changed our name to “Gold Torrent, Inc.” in order to better reflect our direction and business and on November 5, 2014, we signed the Exploration and Option Agreement with Miranda concerning the development of the Lucky Shot Project. Under the terms of this Exploration and Option Agreement, Gold Torrent US has the right to earn up to 70% interest in a joint venture with Miranda by making certain expenditures totaling $10 million. After entering this Exploration and Option Agreement, the focus of our management was to acquire funding in order to develop the Lucky Shot Project.

The board of directors and management of Gold Torrent US had a number of discussions of how to finance the development of the Lucky Shot Project. Daniel Kunz and Ryan Hart meet on several occasions in 2015 and 2016 with EAS Advisors LLC in New York City to discuss the raising of capital. Our management discovered after discussions with potential investors that the lack of liquidity of the Gold Torrent US shares of common stock on the OTCQB Venture Market and the lack of adequate mineral resource disclosure guidelines for companies on such a trading platform was a significant impediment for investment in the Gold Torrent US common stock.

It became apparent to the management of Gold Torrent US that there is a strong investor interest in mining companies in Canada and that in particular an increased number of junior mining and exploration companies were able to acquire funding in the Canadian capital markets. After having discussions with several Canadian investment banks during February and March of 2016 and then in November of 2016, our management came to the conclusion that accessing the Canadian capitals markets represented the best way for Gold Torrent US to acquire the necessary financing for the Lucky Shot Project. Our management also determined that in order to provide the liquidity that Canadian investor generally require, the shares of Gold Torrent US common stock would need to be listed on the TSX Venture Exchange. Further, our management determined that Canadian investors primarily rely on the disclosure rules under Canada securities laws concerning mineral resources, and consequently Gold Torrent US would need to become compliant with the disclosure rules under Canadian securities laws.

During the first half of 2017, our board and management reviewed several potential methods for accessing the Canadian capital markets and listing our common stock on the TSX Venture Exchange, including amongst others, completing a reverse takeover transaction with a company already listed on the TSX Venture Exchange or listing directly on the TSX Venture Exchange as a United States incorporated entity. After extensively discussing these and other options with our United States and Canadian counsel as well as investment banks in Canadian our board of directors determined that the best way to access the Canadian capital markets and eventually achieve a listing on the TSX Venture Exchange was to redomicile Gold Torrent US into British Columbia and become a Canadian incorporated entity.

In particular, our board of directors determined that the Redomicile Transaction may provide the following benefits for the Gold Torrent group of companies and the stockholders of Gold Torrent US:

Our board of directors also believes that as a Canadian entity, it would be easier for us from a regulatory perspective to complete a strategic transaction with another Canadian company and to list our shares on the TSX Venture Exchange.

Nevertheless, we cannot assure you that the anticipated benefits of the Redomicile Transaction will be realized. Although we expect the Redomicile Transaction to provide us with the benefits described above, the Redomicile Transaction will expose Gold Torrent US and its stockholders to some risks. Our board of directors considered a variety of negative factors, including the possibility of uncertainty created by the Redomicile Transaction and the change in our legal domicile, the fact that we expect to incur costs to complete the Redomicile Transaction, the fact that British Columbia corporate law imposes different and additional obligations on us, and other risks discussed in the discussion under “Risk Factors.” After completing its review of the expected benefits and the potential advantages of the Redomicile Transaction, our board of directors unanimously (1) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Redomicile Transaction, are advisable and in the best interests of Gold Torrent US and its stockholders, (2) approved the Redomicile Transaction and the Merger Agreement and (3) resolved to recommend adoption of the Merger Agreement to stockholders of Gold Torrent US.

Conditions to Completion of the Redomicile Transaction

The Redomicile Transaction will not be completed unless the following conditions, among others, are satisfied:

In addition, the expected timing for the completion of the Redomicile Transaction may be impacted by other conditions described in this proxy statement/prospectus. We cannot be certain when, or if, the conditions to the Redomicile Transaction will be satisfied or waived, or that the Redomicile Transaction will be completed.

Termination

We may decide to terminate the Merger Agreement and abandon the Redomicile Transaction at any time prior to the effective time of the Redomicile Transaction by action of our board of directors.

Management of Gold Torrent Canada

The directors of Gold Torrent US, including the directors up for election at the Annual Meeting, have been elected as directors of Gold Torrent Canada and the officers of Gold Torrent US have been appointed to the corresponding officer positions with Gold Torrent Canada.

If the Redomicile Transaction is completed, the members of the Gold Torrent Canada board of directors will serve until the earlier of their successors being elected or their death, disability or retirement.

Gold Torrent Canada will enter into indemnity agreements with those directors and officers who currently have indemnity agreements with Gold Torrent US, upon terms substantially similar to the Gold Torrent US agreements to the extent permitted by Canadian law.

Interests of Certain Persons in the Redomicile Transaction

We do not believe that any of our directors or executive officers have interests in the Redomicile Transaction that are different from the interests of our stockholders generally. No change of control payments or additional compensation will be payable to our directors or executive officers in connection with the Redomicile Transaction.

Comparison of Rights of Holders of Shares of Gold Torrent US Common Stock with Holders of Common Shares of Gold Torrent Canada

The completion of the Redomicile Transaction will change the governing corporate law that applies to stockholders of our parent company from Nevada law to British Columbia law. The legal system governing corporations organized under British Columbia law differs from the legal system governing corporations organized under Nevada law. As a result, we are unable to adopt governing documents for Gold Torrent Canada that are identical, or even substantially similar, to the governing documents for Gold Torrent US. We have attempted to preserve in the notice of articles and articles of Gold Torrent Canada a similar allocation of material rights and powers between the shareholders and our board of directors that exists under Gold Torrent US’s articles of incorporation and bylaws. Nevertheless, the notice of articles and articles for Gold Torrent Canada differ from Gold Torrent US’s articles of incorporation and bylaws, both in form and substance. We summarize the material differences between the governing documents for Gold Torrent US and Gold Torrent Canada, and the changes in your rights as a shareholder resulting from the Redomicile Transaction, under “Comparison of Rights of Shareholders.” We believe that these changes (i) either are required by British Columbia law or otherwise result from differences between the corporate laws of Nevada and the corporate laws of British Columbia, and (ii) relate to the change of the place of incorporation of the publicly traded corporate parent of the Gold Torrent group of companies from Nevada to British Columbia.

Notwithstanding the differences in the governing documents between Gold Torrent US and Gold Torrent Canada, we believe that British Columbia law and the Gold Torrent Canada articles as a whole adequately safeguard the rights of stockholders of Gold Torrent US.

The characteristics of and the differences between shares of Gold Torrent US common stock and the Common Shares of Gold Torrent Canada are summarized under “Description of Gold Torrent Canada’s Share Capital” and “Comparison of Rights of Shareholders.”

Regulatory Matters

Other than the filing of the certificate of merger with the Nevada Secretary of State, we are not aware of any governmental approvals or actions that are required to complete the Redomicile Transaction other than compliance with U.S. federal and state securities laws, and various portions of British Columbia corporate law.

Dissenters’ Rights

Gold Torrent US stockholders who do not approve the Redomicile Transaction may assert dissenter’s rights and demand payment of fair value of their shares. Gold Torrent US shareholders are entitled to dissenters’ rights only if they comply with the Nevada Dissenter’s Rights Statute, as described below. To be eligible to exercise dissenter’s rights, Gold Torrent US stockholders must (i) not vote in favor of the Redomicile Transaction and (ii) properly demand payment for their shares of common stock. The summary below discussing the rights of dissenting Gold Torrent US stockholders under the Nevada Dissenter’s Rights Statute does not purport to be a complete statement of the procedures to be followed by such shareholders desiring to exercise dissenters’ rights available under Nevada law.

A COPY OF THE NEVADA DISSENTER’S RIGHTS STATUTE IS PROVIDED ON ANNEX C TO THIS JOINT PROXY STATEMENT/PROSPECTUS.

IF YOU FAIL TO COMPLY WITH THE PROCEDURES SPECIFIED IN THE NEVADA DISSENTER’S RIGHTS STATUTE IN A TIMELY MANNER, YOU MAY LOSE YOUR DISSENTER’S RIGHTS. BECAUSE OF THE COMPLEXITY OF THOSE PROCEDURES, YOU SHOULD SEEK THE ADVICE OF COUNSEL IF YOU ARE CONSIDERING EXERCISING YOUR DISSENTER’S RIGHTS.

Pursuant to the Nevada Dissenter’s Rights Statute, holders of Gold Torrent US common stock who do not wish to accept the Common Shares of Gold Torrent Canada in the Redomicile Transaction have the right to dissent from, and obtain payment of the fair value of their shares of Gold Torrent US common stock. Fair value of the shares is determined (i) immediately before the effectuation of the Redomicile Transaction, excluding any appreciation or depreciation in anticipation of the Redomicile Transaction, unless exclusion of any appreciation or depreciation would be inequitable, (ii) using market valuation concepts, and (iii) without discounting for lack of marketability or minority status. The value so determined could be more or less than the value of the Common Shares to be paid in connection with the Redomicile Transaction.

To assert dissenter’s rights, each Gold Torrent US stockholder must (i) before the vote is taken on the Redomicile Transaction, give written notice to Gold Torrent US of his or her intent to demand payment for the stockholder’s shares of Gold Torrent US common stock, and (ii) not vote, or cause or permit to be voted, such shares in favor of the Redomicile Transaction. Abstaining from voting on the Redomicile Transaction will not constitute a waiver of a stockholder’s rights. Within 10 days after the Redomicile Transaction is approved, Gold Torrent US must send a written dissenter’s notice to all stockholders of record entitled to assert dissenter’s rights and any beneficial shareholder who previously asserted dissenter’s rights. The dissenter’s notice must (i) include a copy of the Nevada Dissenter’s Rights Statute, (ii) include a form for demanding payment, (iii) state when the demand form must be received by Gold Torrent US (which must be between 30 and 60 days after the dissenter’s notice is delivered), and (iv) provide the address where the demand form must be sent.

A stockholder who wishes to exercise dissenter’s rights must (i) demand payment, (ii) certify when he or she acquired beneficial ownership, and (iii) deposit his or her certificates in accordance with the terms of the dissenter’s notice. If a stockholder does not demand payment or deposit his or her certificates where required, each by the date set forth in the dissenter’s notice, such stockholder is deemed to have waived his or her dissenter’s rights.

Within 30 days after receipt of a dissenter’s demand of payment, Gold Torrent US must pay each dissenter who complied with the provisions of the Nevada Dissenter’s Rights Statute the amount Gold Torrent US estimates to be the fair value of such dissenter’s shares, in addition to interest from the effective date of the Redomicile Transaction. Gold Torrent US’s payment must be accompanied by the following: (i) Gold Torrent US’s balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, a statement of income for that year, a statement of changes in the shareholders’ equity for the that year or, where such financial statements are not reasonably available, then such reasonably equivalent financial information and the latest available quarterly financial statements, if any; (ii) a statement of Gold Torrent US’s estimate of the fair value of the shares of common stock; and (iii) a statement of the dissenter’s rights to demand payment under the Nevada Dissenter’s Rights Statute, and that if any such shareholder does not do so within the period specified, such stockholder shall be deemed to have accepted such payment in full satisfaction of Gold Torrent US’s obligations under the Nevada Dissenter’s Rights Statute. If a dissenter disagrees with Gold Torrent US’s payment, such dissenter may, within 30 days after receiving Gold Torrent US’s payment, notify Gold Torrent US in writing of the dissenter’s own estimate of fair value of the dissenter’s shares and the amount of interest due, and demand payment of such estimate.

Gold Torrent US may elect to withhold payment from a dissenter if the dissenter was not the beneficial owner of the shares of common stock before the date set forth in the dissenter’s notice. If Gold Torrent US elects to withhold payment, a shareholder who wishes to accept Gold Torrent US’s offer must so notify Gold Torrent US of his or her acceptance within 30 days of receiving Gold Torrent US’s offer. Gold Torrent US must, within 10 days of receiving a shareholder’s acceptance, pay the shareholder the fair value offered. If a dissenter is dissatisfied with Gold Torrent US’s offer, such dissenter may reject the offer and demand payment of the fair value of the dissenter’s shares and interest due; a shareholder who fails to make such a demand will be deemed to have accepted Gold Torrent US’s offer.

If a demand for payment remains unsettled, Gold Torrent US must commence a proceeding in the district court for Ada County, Idaho within 60 days after receiving the demand to determine the fair value of the shares of common stock and accrued interest. All dissenters whose demands remain unsettled will be made party to the proceeding and will be entitled to a judgment of (i) the amount, if any, by which the court finds the fair value of the dissenter’s shares of common stock plus interest exceeds the amount paid by Gold Torrent US, or (ii) the fair value plus accrued interest of the dissenter’s after-acquired shares for which the subject corporation elected to withhold payment. If such a proceeding is commenced, the costs of the proceeding, including the reasonable compensation and expenses of any appraisers appointed by the court, shall be assessed against Gold Torrent US, unless the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment. The court may also assess the fees and expenses of the counsel and experts for the respective parties, in amounts the court finds equitable (i) against Gold Torrent US, if the court finds that Gold Torrent US did not comply with the Nevada Dissenter’s Rights Statute, or (ii) against either Gold Torrent US or a dissenter, if the court finds that such party acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by the Nevada Dissenter’s Rights Statute.

A beneficial stockholder (a person who is a beneficial owner of shares held in a voting trust or by a nominee as the stockholder of record) must act to cause the record holder to follow the requisite steps properly and in a timely manner to perfect dissenters’ rights under the Nevada Dissenter’s Rights Statute. A beneficial shareholder may assert dissenter’s rights as to shares of common stock held on his or her behalf only if the beneficial shareholder: (1) submits to Gold Torrent US the written consent of the shareholder of record to the dissent, not later than the time the beneficial shareholder asserts dissenter’s rights; and (2) does so with respect to all shares of which he or she is the beneficial shareholder or over which he or she has the power to direct the vote.

Exchange of Shares

The exchange of shares of Gold Torrent US common stock into Gold Torrent Canada’s Common Shares will occur automatically at the completion of the Redomicile Transaction.

Beneficial holders of shares held in “street name” through a bank, broker or other nominee and record owners of shares held in book-entry form will not be required to take any action. Your ownership of Common Shares of Gold Torrent Canada will be recorded in book-entry form by your nominee (for shares held in “street name”) or by our transfer agent (for shares held by record owners in book-entry form), without the need for any additional action on your part. Holders of record who hold their shares in book-entry form will receive a statement of their holdings in Gold Torrent Canada after the Redomicile Transaction.

Stock certificates representing shares of Gold Torrent US common stock will, at the effective time of the Redomicile Transaction, automatically represent the same number of Gold Torrent Canada Common Shares. You will not be required to exchange your stock certificates as a result of the Redomicile Transaction. If you desire to sell some or all of your Gold Torrent Canada Common Shares after the effective time, delivery of the stock certificate or certificates which previously represented Gold Torrent US shares will be sufficient.

Following the Redomicile Transaction, certificates bearing the name of Gold Torrent Canada will be issued in the normal course upon surrender of outstanding Gold Torrent US certificates for transfer or exchange. Holders who submit Gold Torrent US certificates for transfer or exchange following the Redomicile Transaction will receive Gold Torrent Canada Common Shares in book-entry form unless otherwise requested.

Share Compensation Plans

As of the completion of the Redomicile Transaction, Gold Torrent Canada will adopt and assume and become the plan sponsor of each stock-based compensation plan and agreement of Gold Torrent US.

At the effective time of the Redomicile Transaction and pursuant to the terms of the Merger Agreement, all outstanding options to purchase shares of Gold Torrent US common stock and all outstanding restricted stock awards and other equity-based awards granted to employees and directors by Gold Torrent US or any of its subsidiaries under our 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. All of 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.

Treatment of Warrants

At the effective time of the Redomicile Transaction and pursuant to the terms of the Merger Agreement, all outstanding warrants exercisable into shares of Gold Torrent US common stock will entitle the holder to acquire upon exercise of such warrants Gold Torrent Canada Common Shares for the same exercise price per share as in effect just prior to the effective time of the Redomicile Transaction. All such warrants will generally be subject to the same terms and conditions as were applicable to such warrants immediately prior to the effective time of the Redomicile Transaction.

Convertible Preferred Note

Upon the closing of the Redomicile Transaction, we intend to amend the terms of the $2,000,000 secured convertible preferred note issued on February 13, 2017 by the Gold Torrent US to CRH Mezzanine Pte. Ltd.(the “Convertible Note”) so that the holder of the Convertible Note will receive an equal number of Common Shares of Gold Torrent Canada in lieu of the shares of Gold Torrent US common stock they would otherwise be entitled to receive upon conversion of the Convertible Note.

Stock Exchange Listing

We expect the Common Shares to be quoted on the OTCQB Venture Market after the completion of the Redomicile Transaction. There is currently no established public trading market for the Common Shares of Gold Torrent Canada.

Accounting Treatment of the Redomicile Transaction under U.S. GAAP

The Redomicile Transaction will represent a transaction between entities under common control. Assets and liabilities transferred between entities under common control are accounted for at cost. Accordingly, assets and liabilities of Gold Torrent US will be reflected at their carrying amounts in the accounts of Gold Torrent Canada at the completion of the Redomicile Transaction.

Impact of Redomicile Transaction on Operating Costs

Following the Redomicile Transaction, a substantial majority of our business operations will continue to occur in the United States and we do not expect the Redomicile Transaction to have a material effect on our operating costs, including our selling, general and administrative expenses. Going forward, if we satisfy certain criteria, we may be eligible to cease to be subject to the reporting requirements of the Exchange Act. If that were to occur, we would no longer incur significant costs associated with complying the periodic reporting requirements of the Exchange Act. Regardless of any Exchange Act reporting obligations, we would likely be subject to the financial reporting and disclosure obligations under Canadian securities laws. We may never be eligible to cease reporting under the Exchange Act, and, even if we are eligible, we may choose to continue reporting voluntarily.

Recommendation and Required Vote

At a special meeting held on October 13, 2017, the Gold Torrent US board of directors unanimously (1) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Redomicile Transaction, are advisable and in the best interests of Gold Torrent US and its stockholders, (2) approved the Redomicile Transaction and the Merger Agreement and (3) resolved to recommend adoption of the Merger Agreement to stockholders of Gold Torrent US. Accordingly, the Gold Torrent US board of directors recommends that the stockholders of Gold Torrent US vote “FOR” the Redomicile Proposal and “FOR” the Adjournment Proposal.

To approve the Redomicile Proposal, the affirmative vote of a majority of the outstanding shares of Gold Torrent US common stock entitled to vote on the matter is required. To approve the Adjournment Proposal, the affirmative vote of a majority of the outstanding shares of Gold Torrent US common stock represented in person or by proxy at the annual meeting and entitled to vote on the matter is required. See “The Annual Meeting of Stockholders—Record Date; Voting Rights; Vote Required for Approval.”

As of the record date, there were 20,110,552 shares of Gold Torrent US common stock outstanding and entitled to vote. As of such date, our directors and executive officers and their affiliates directly owned, in the aggregate, approximately 4,944,184 of such shares. This represents approximately 24.6% of the common stock of Gold Torrent US. Our directors and executive officers have indicated that they intend to vote their shares in favor of the Redomicile Proposal and the Adjournment Proposal at the annual meeting, although none of them have entered into any agreements obligating them to do so.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

Scope of the Discussion

The following discussion constitutes the opinion of Davis Wright Tremaine LLP, U.S. tax counsel to Gold Torrent US and Gold Torrent Canada, regarding the material U.S. federal income tax consequences to U.S. Holders and Non-U.S. Holders (as defined below) of exchanging shares of Gold Torrent US common stock for Common Shares pursuant to the Redomicile Transaction, and of owning and disposing of the Common Shares, in all cases subject to the limitations, exceptions, beliefs, assumptions and qualifications described herein. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary or proposed), administrative decisions and rulings of the Internal Revenue Service (“IRS”) and court decisions, all as in effect as of the date hereof and all of which are subject to change (possibly with retroactive effect) or different interpretations. Any such change or interpretation could affect the accuracy of the statements and conclusions set forth below. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis. No ruling has been or will be sought from the IRS regarding the tax consequences of the Redomicile Transaction or any related matters discussed herein. The opinion of counsel does not bind the IRS or courts of law and thus, no assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of those summarized below. In addition, if any of the representations or assumptions upon which the opinion is based are inconsistent with the actual facts, the tax consequences of the Redomicile Transaction and the validity of the opinion could be adversely affected.

This summary does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may be relevant to a particular holder in light of such holder’s particular circumstances or to holders subject to special treatment under U.S. federal income tax law, including, without limitation:

This summary is limited to considerations relevant to U.S. Holders and Non-U.S. Holders that hold shares of Gold Torrent US common stock and, after completion of the Redomicile Transaction, Common Shares, as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary applies only to holders that acquire their Common Shares pursuant to the Redomicile Transaction, and does not address any U.S. federal income tax considerations of transactions occurring before, after, or concurrently with the Redomicile Transaction, except as otherwise discussed herein. Furthermore, this summary does not address any state, local, or non-U.S. tax considerations, the Medicare contribution tax imposed on certain net investment income, withholding imposed pursuant to the Foreign Account Tax Compliance Act of 2010 (“FACTA”), reporting requirements (except as otherwise discussed herein), or any other aspects of U.S. federal taxation other than those pertaining to the income tax.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of shares of Gold Torrent US common stock or, after the Redomicile Transaction, Common Shares, that is for U.S. federal income tax purposes:

A beneficial owner of shares of Gold Torrent US common stock or, after the Redomicile Transaction, Common Shares, that is not a U.S. Holder and is not a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes, is a “Non-U.S. Holder.”

If a partnership (including any entity or arrangement, domestic or foreign, treated as a partnership for U.S. federal income tax purposes) holds Gold Torrent US common stock or, after the Redomicile Transaction, Common Shares, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partners in a partnership holding shares of Gold Torrent US common stock or, after the Redomicile Transaction, Common Shares, should consult their tax advisors regarding the tax consequences of the Redomicile Transaction and of owning and disposing of Common Shares to them.

Material U.S. Federal Income Tax Consequences of the Redomicile Transaction to Gold Torrent US and Gold Torrent Canada

The Redomicile Transaction

For U.S. federal income tax purposes, the Redomicile Transaction should qualify as a non-recognition transaction under Section 351 or Section 368(a) of the Code, and therefore no gain or loss should be recognized by Gold Torrent US or Gold Torrent Canada as a result of the Redomicile Transaction.

Tax Residence of Gold Torrent Canada for U.S. Federal Income Tax Purposes

Under general rules of U.S. federal income tax law, a corporation is generally considered to be a tax resident of the country under the laws of which it was organized or incorporated. Accordingly, under these rules, Gold Torrent Canada, which was incorporated under the laws of Canada, would be classified as a non-U.S. corporation (and therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code, however, contains rules that, if applicable, result in a non-U.S. corporation being treated as a U.S. corporation for U.S. federal income tax purposes. These rules are relatively new and complex, and there is limited guidance as to their application.

Under Section 7874 of the Code, a corporation created or organized outside the United States (i.e., a non-U.S. corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, as a U.S. tax resident subject to U.S. federal income tax on its worldwide income) if each of the following three conditions is met: (i) the non-U.S. corporation acquires, directly or indirectly, substantially all of the assets held, directly or indirectly, by a U.S. corporation (including through the direct or indirect acquisition of all of the outstanding shares of the U.S. corporation); (ii) after the acquisition, the non-U.S. corporation’s “expanded affiliated group” does not have substantial business activities in the non-U.S. corporation’s country of organization or incorporation relative to the expanded affiliated group’s worldwide activities (as determined under the Treasury Regulations); and (iii) after the acquisition, the former stockholders of the U.S. corporation hold at least 80% (by either vote or value) of the stock of the acquiring non-U.S. corporation by reason of holding shares of the U.S. corporation (which includes the receipt of the non-U.S. corporation’s stock in the acquisition). Pursuant to and upon completion of the Redomicile Transaction, (i) Gold Torrent Canada will have acquired all of the assets of Gold Torrent US through its acquisition of all of the stock of Gold Torrent US and (ii) the stockholders of Gold Torrent US will own 100% of the Common Shares. Gold Torrent Canada does not believe that after the Redomicile Transaction, its expanded affiliated group will have substantial business activities in Canada within the meaning of Section 7874 of the Code and the Treasury Regulations promulgated thereunder. Consequently, following the Redomicile Transaction, Gold Torrent Canada should be treated as a U.S. corporation for U.S. federal income tax purposes (pursuant to Section 7874 of the Code), and this discussion assumes that Gold Torrent Canada is treated as a U.S. corporation for U.S. federal income tax purposes.

Material U.S. Federal Income Tax Consequences of the Redomicile Transaction to U.S. Holders

Davis Wright Tremaine LLP is of the opinion that the Redomicile Transaction should qualify as a non-recognition transaction for U.S. federal income tax purposes either because it qualifies as a transaction described in Section 351 of the Code or because it qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. This opinion is based on factual representations contained in letters provided by Gold Torrent US and Gold Torrent Canada as of the date of this proxy statement /prospectus, and on certain customary factual assumptions, all of which must continue to be true and accurate as of the effective time of the Redomicile Transaction. Assuming this opinion is respected, U.S. Holders should not recognize any gain or loss upon the receipt of Common Shares in exchange for shares of Gold Torrent US common stock in the Redomicile Transaction. The aggregate tax basis of the Common Shares received by a U.S. Holder in the Redomicile Transaction should be equal to the aggregate tax basis of the shares of Gold Torrent US common stock surrendered in exchange therefor. The holding period of the Common Shares received by a U.S. Holder in connection with the Redomicile Transaction generally should include the holding period of the shares of Gold Torrent US common stock surrendered in exchange therefor. If a U.S. Holder acquired different blocks of Gold Torrent US common stock at different times or at different prices, the U.S. Holder’s basis and holding periods in the Common Shares will be determined separately for each block of shares.

Material U.S. Federal Income Tax Consequences of the Ownership and Disposition of Common Shares to U.S. Holders

Dividends

Gold Torrent Canada does not currently anticipate making distributions with respect to the Common Shares for the foreseeable future. If distributions are made, however, the gross amount of such distributions, prior to any deduction for Canadian withholding tax, will be included in the U.S. Holder’s gross income as dividend income to the extent the distribution is paid out of current or accumulated earnings and profits of Gold Torrent Canada as determined for U.S. federal income tax purposes. If such dividends are received by a U.S. Holder that is a corporation, such U.S. Holder should be eligible for the dividends received deduction allowed to U.S. corporations in respect of dividends received from other U.S. corporations. Certain dividends may be taxed at the lower long-term capital gains rate for non-corporate U.S. Holders, including individuals.

U.S. Holders that receive dividends in a currency other than U.S. dollars must include in income a U.S. dollar amount determined at the spot rate on the date of receipt whether or not they convert the currency into U.S. dollars at that time. A U.S. Holder will have a basis in the non-U.S. currency received equal to its U.S. dollar value on the date of receipt. Gain or loss on a subsequent conversion or other disposition of the non-U.S. currency for a different U.S. dollar amount generally will be treated as ordinary income or loss and, for U.S. foreign tax credit purposes, will be treated as income from sources within the United States. If dividends received in a currency other than the U.S. dollar are converted into U.S. dollars on the day they are received, the U.S. Holder generally will not be required to recognize foreign currency gain or loss in respect of the dividend income.

Even if dividends paid by Gold Torrent Canada to U.S. Holders are subject to Canadian withholding tax, such dividends will not constitute foreign source income for U.S. foreign tax credit purposes because Gold Torrent Canada, even though organized as a Canadian corporation, should be treated as a U.S. corporation for U.S. federal income tax purposes, as described above. Therefore, U.S. Holders may not be able to claim a U.S. foreign tax credit for any such Canadian withholding tax unless such U.S. Holders have sufficient foreign source income from other sources.

To the extent distributions paid with respect to Common Shares exceed current and accumulated earnings and profits, the distributions will be treated first as a tax-free return of tax basis on the Common Shares, and to the extent the amount of the distribution exceeds tax basis, the excess will be treated as capital gain.

Sale or Other Disposition

U.S. Holders of Common Shares will recognize taxable gain or loss on any sale, exchange or other taxable disposition of the Common Shares in an amount equal to the difference between the amount realized for the Common Shares and the U.S. Holder’s tax basis in the Common Shares. This gain or loss will be capital gain or loss. Non-corporate U.S. Holders, including individuals, will be eligible for reduced tax rates on this gain if the Common Shares have a holding period of more than one year as of the time they are sold, exchanged or otherwise disposed of. The deductibility of capital losses is subject to limitations.

With respect to the sale or other taxable disposition of Common Shares, the amount realized generally will be the U.S. dollar value of the payment received. A U.S. Holder will have a tax basis in any foreign currency received equal to the U.S. dollar amount realized. Any currency exchange gain or loss realized on a subsequent conversion of the foreign currency into U.S. dollars for a different amount generally will be treated as ordinary income or loss from sources within the United States. If a payment received in a currency other than the U.S. dollar is converted into U.S. dollars on the day it is received, the U.S. Holder generally will not be required to recognize foreign currency gain or loss in respect of the payment.

Material U.S. Federal Income Tax Consequences of the Redomicile Transaction to Non-U.S. Holders

General

Davis Wright Tremaine LLP is of the opinion that the Redomicile Transaction should qualify as a non-recognition transaction for U.S. federal income tax purposes either because it qualifies as a transaction described in Section 351 of the Code or because it qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. This opinion is based on factual representations contained in letters provided by Gold Torrent US and Gold Torrent Canada as of the date of this proxy statement/prospectus, and on certain customary factual assumptions, all of which must continue to be true and accurate as of the effective time of the Redomicile Transaction. Assuming this opinion is respected, and subject to the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) rules discussed below, Non-U.S. Holders should not recognize any gain or loss upon the receipt of Common Shares in exchange for shares of Gold Torrent US common stock in connection with the Redomicile Transaction. Furthermore, the aggregate tax basis of the Common Shares received by a Non-U.S. Holder in the Redomicile Transaction should be equal to the aggregate tax basis of the shares of Gold Torrent US common stock surrendered in exchange therefor and the holding period of the Common Shares received by a Non-U.S. Holder in connection with the Redomicile Transaction generally should include the holding period of the shares of Gold Torrent US common stock surrendered in exchange therefor. If a Non-U.S. Holder acquired different blocks of Gold Torrent US common stock at different times or at different prices, the Non-U.S. Holder’s basis and holding periods in the Common Shares will be determined separately for each block of shares.

Potential Application of FIRPTA

Under FIRPTA, gain recognized by a non-U.S. person upon the sale, exchange or other disposition of a “United States real property interest” (a “USRPI”) is treated as gain that is effectively connected with a U.S. trade or business and therefore is generally subject to U.S. taxation at rates applicable to U.S. persons. An interest in a “United States real property holding corporation” (a “USRPHC”) is treated as a USRPI for this purpose. With respect to a Non-U.S. Holder, if Gold Torrent US is or has been a USRPHC at any time within the shorter of the five-year period ending on the date of the Redomicile Transaction and the Non-U.S. Holder’s holding period and certain other conditions are satisfied, the Redomicile Transaction could therefore constitute a taxable exchange of Gold Torrent US common stock for Common Shares. If Gold Torrent US is, or has been within the relevant period, a USRPHC, a nonrecognition provision of the Code will apply to gain realized by the Non-U.S. Holder upon the exchange of Gold Torrent US common stock for Common Shares only if the following three requirements are satisfied: