UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~July 283, 2018

GOLD TORRENT, INC.

(Exact name of Registrant as specified in its charter)

Nevada

000-53872

06-1791524

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

Nevada

(State or other jurisdiction of incorporation or organization)

000-53872		06-1791524
(Commission File Number)		(I.R.S. Employer Identification No.)

960 Broadway Avenue, Suite 530, Boise, Idaho 83706

(Address of ~~Office~~principal executive offices)

(208) 343-1413

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

[ ] Written communications pursuant to Rule 425 under the Securities Act ~~(17 CFR 230.425)~~ [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act ~~(17 CFR 240.14a-12)~~ [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate~~Item ~~by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230~~1.~~405)~~01 orEntry ~~Rule~~into ~~12b-2~~a ofMaterial ~~the~~Definitive ~~Securities Exchange Act of 1934 (17 CFR §240~~Agreement.~~12b-2).~~

~~Emerging~~As ~~growth~~previously disclosed on February 13, 2017, Gold Torrent, Inc. (the “Registrant”) entered into a Convertible Preferred Note and Investment Agreement (the “Purchase Agreement”) with CRH Mezzanine Pte. Ltd., a Singapore private limited company ~~[ ]~~(the “Preferred Note Investor”) and CRH Funding II Pte. Ltd., a Singapore private limited company (the “Stream Investor”) for a $2,000,000 convertible preferred note and a $11,250,000 gold and silver prepayment arrangement for the Registrant’s Lucky Shot Gold Project (the “Project”) near Anchorage, Alaska.

IfOn anFebruary ~~emerging growth company~~14, ~~indicate~~2017 ~~by check mark if~~ the ~~registrant~~Registrant ~~has~~received ~~elected~~$1,900,000 ~~not~~in toproceeds ~~use~~from the ~~extended~~note, ~~transition~~net ~~period~~of ~~for complying~~legal ~~with~~expenses, ~~any~~to ~~new~~be orused ~~revised~~as ~~financial~~part ~~accounting~~of ~~standards~~the Registrant’s ~~provided~~initial ~~pursuant~~investment toin ~~Section 13(a) of~~ the ~~Exchange Act~~Project. ~~[ ]~~

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

On ~~February~~June 2827, ~~2018~~2017, ~~Gold~~the ~~Torrent~~Registrant, ~~Inc.~~Alaska (“Gold ~~Torrent~~and ~~US”)~~the ~~completed~~Stream aInvestor ~~corporate reorganization pursuant to which Gold Torrent (Canada) Inc.~~agreed, aafter ~~company~~the ~~organized~~satisfaction ~~under~~by the ~~laws~~Registrant of ~~British~~a ~~Columbia, Canada (“Gold Torrent”), became the~~majority ~~parent company~~ of ~~Gold Torrent US (~~the ~~“Redomicile~~Tranche ~~Transaction”).~~1 ~~The~~closing ~~Redomicile~~conditions, ~~Transaction was effected pursuant~~ to aamend ~~previously~~certain ~~announced~~provisions ~~Agreement and Plan~~ of ~~Merger (~~the ~~“Merger~~Streaming Agreement~~”),~~ ~~dated as of October 19, 2017, between Gold Torrent US, a Nevada corporation, GTOR Merger Co, a Nevada corporation~~ and ~~wholly~~concurrently ~~owned~~close ~~subsidiary~~on ~~of Gold Torrent Canada~~one-half ~~(“US Merger Co”), and Gold Torrent Canada. At the effective time~~ of ~~the~~Tranche ~~merger~~1 ~~(the~~in ~~“Effective Time”), (i) US Merger Co was merged with Gold Torrent US, with Gold Torrent US surviving~~ the ~~merger~~amount ~~as a wholly owned subsidiary~~ of ~~Gold Torrent Canada~~$3, ~~and (ii) each issued share of common stock~~250, ~~par value US $0~~000.~~001~~ ~~per~~On ~~share,~~August ~~of Gold Torrent US (“Gold Torrent US Common Stock”)~~8, ~~other than those shares of Gold Torrent US Common Stock held by Gold Torrent US in treasury~~2017, ~~was~~the ~~effectively transferred~~Registrant ~~to Gold Torrent Canada~~ and ~~converted~~the ~~into~~Stream ~~one~~Investor ~~common~~consummate ~~share,~~the noclosing ~~par value,~~ of ~~Gold Torrent Canada (a “Gold Torrent~~ ~~Canada~~the ~~Common~~second ~~Share”).~~half ~~An aggregate~~ of ~~approximately 20,110,552 Gold Torrent Canada Common Shares were issued at~~ the ~~Effective Time~~first astranche, ~~merger~~also ~~consideration~~ in the ~~Redomicile~~amount ~~Transaction.~~of ~~Gold~~US ~~Torrent~~$3,250,000, ~~Canada~~having ~~intends~~satisfied ~~to arrange for~~ the ~~Gold~~final ~~Torrent~~closing ~~Canada Common Shares to be quoted on the OTCQB Venture Market subsequent to the Effective Time~~conditions.

~~The~~Alaska ~~issuance~~Gold ofis ~~the~~subject ~~Gold~~to ~~Torrent~~certain ~~Canada~~events ~~Common~~of ~~Shares~~default inunder the ~~Redomicile~~Gold ~~Transaction~~and ~~was~~Silver ~~registered~~Prepayment ~~under~~Agreement ~~the~~including ~~Securities~~if, ~~Act~~from ofthe ~~1933, as~~date ~~amended~~of (the Tranche ~~“Securities~~1 ~~Act”)~~drawdown, ~~pursuant~~Alaska Gold fails to aproduce ~~registration~~at ~~statement~~least on5,000 ~~Form~~and ~~S-4~~deliver ~~(File~~to ~~No.~~the ~~333-221123)~~Stream ~~(as~~Investor ~~amended, the~~at ~~“Registration~~least ~~Statement”)~~1,000 ~~filed~~Ounces by ~~Gold~~the 18th ~~Torrent~~month; ~~Canada~~produce at least 10,000 ~~which~~and ~~was~~deliver ~~declared~~to ~~effective~~the Stream Investor at least 2,000 Ounces by the ~~U.S.~~24th ~~Securities~~month; ~~and~~produce 20,000 ~~Exchange~~and ~~Commission~~deliver (to the ~~“SEC”)~~Stream onInvestor ~~January~~at 26least 4,000 ~~2018.~~Ounces ~~The~~by ~~information~~the ~~set~~36th ~~forth~~month; ~~under~~deliver to the ~~heading~~Stream ~~“Approval~~Investor at least 10,000 Ounces ofby the ~~Merger~~48th ~~Agreement”~~month; indeliver to the ~~proxy~~Stream ~~statement/prospectus~~Investor ~~dated~~at ~~January~~least 2619,400 ~~2018~~Ounces ~~included~~by inthe 60th month; and deliver to the ~~Registration~~Stream ~~Statement~~Investor isat ~~incorporated~~least ~~herein~~23,900 Ounces by ~~reference~~the 72nd month.

~~Since~~In ~~upon~~consideration for the ~~completion~~commitments ofunder the ~~Redomicile~~Purchase ~~Transaction~~Agreement the ~~total~~Registrant ~~number~~issued ofthe ~~holders~~Preferred ofNote ~~Gold~~Investor ~~Torrent~~share ~~Canada~~purchase warrants ~~Common~~(the ~~Shares~~“Warrants”) ~~was~~exercisable ~~less~~to ~~than 300~~purchase ~~persons,~~two ~~pursuant~~million toshares ~~Rule~~of ~~12g-3(a)(2)~~the ~~under~~Registrant’s ~~the~~common ~~Securities~~stock ~~Exchange~~at ~~Act~~an exercise price of ~~1934,~~US as$0.50 ~~amended~~per share. The Warrants expire three (3) years after the ~~“Exchange~~date ~~Act”), Gold~~of ~~Torrent~~issuance. ~~Canada~~In ~~will~~conjunction ~~not~~with bethe transaction, the ~~successor~~Registrant ~~issuer~~and tothe ~~Gold~~Preferred ~~Torrent~~Note USInvestor ~~for~~entered ~~the~~into ~~purposes~~an ofInvestor ~~Rule~~Rights ~~12g-3(a)~~Agreement ~~under~~which, ~~the~~among ~~Exchange~~other ~~Act~~things, ~~and~~allows ~~consequently,~~ the ~~Gold~~Preferred ~~Torrent~~Note ~~Canada~~Investor: ~~Common~~the ~~Shares~~right ~~are~~to ~~not~~appoint ~~deemed~~one member to bethe ~~registered~~Registrant’s ~~under~~Board ~~Section~~of ~~12(g)~~Directors ofso ~~the~~long ~~Exchange~~as ~~Act~~the asPreferred aNote ~~result~~Investor ofowns ~~the~~at ~~completion~~least 10% of the ~~Redomicile~~Registrant’s ~~Transaction.~~outstanding ~~However,~~Common ~~Gold~~Stock; ~~Torrent~~observer ~~Canada~~rights isso ~~now~~long ~~subject~~as to the ~~informational~~Preferred ~~requirements~~Note ofInvestor ~~Section~~owns ~~15(d)~~at least 5% of the ~~Exchange~~Registrant’s ~~Act~~outstanding ~~pursuant~~Common toStock; ~~Section~~a ~~15(d)(1)~~right of first offer on certain, future non-equity financing; subscription rights for future debt and ~~consequently~~equity ~~will~~financings ~~file~~up to the ~~reports~~Registrant’s ~~required under~~pro ~~Section~~rata ~~15(d)~~ownership of the ~~Exchange~~Registrant’s common ~~Act,~~stock; ~~while~~demand ~~Gold~~and ~~Torrent~~piggy-back USregistration ~~expects~~rights; toand ~~file~~the aobligation ~~Form~~of ~~15 with~~ the ~~SEC~~Registrant to ~~terminate~~have ~~the~~its ~~registration~~securities listed on ~~and~~a ~~suspend~~Canadian ~~its~~securities ~~reporting~~exchange ~~obligations~~within ~~under~~twelve ~~the~~(12) ~~Exchange~~months. ~~Act~~The ~~with~~Registrant ~~respect~~also toentered ~~the~~into ~~Gold~~an ~~Torrent~~Indemnification USAgreement ~~Common~~in ~~Stock~~favor of the Preferred Note Investor.

~~The foregoing summary of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit~~ -2~~.1 to this Current Report on Form 8~~-K.

On October 21, 2017 Registrant advised its JV partner Miranda that, due to an approved increase in the project capital expenditure budget, the parties would be required to contribute additional cash to fund the excess. On November 23, 2018, Miranda elected not to contribute is $4.5 million required capital and entered into a letter agreement to sell its 30% interest in Alaska Gold to Registrant. The terms of the sale agreement required Registrant to make the additional capital contribute on behalf of Miranda and make certain other payments of share and cash over time to be closed upon completion of the financing and initiation of a Canadian listing. The Registrant expected to initiate a Canadian Going Public Transaction, as defined in the Convertible Preferred Note agreements, on or before May 16, 2018.

On April 21, 2018 the Registrant, Alaska Gold, Preferred Note Investor and Stream Investor entered into a letter agreement amending the Gold and Silver Prepayment Agreement to extend the $4.75 million Tranche 2 drawdown deadline from March 30, 2018 to September 30, 2018 provided that the Registrant secured $11 million in additional capital with $4.5 million required on or before May 15, 2018 and $6.5 million before September 30, 2018. The letter agreement also amended the Convertible Preferred Note to change the conversion rate from 15% of the original April 30, 2018 post-financing number of the Registrant’s shares of common stock to 20% of the revised May 15, 2018 post-financing Registrant shares. The amendment also required certain members of the Registrant’s management to convert their past due salaries payable to shares and to accept compensation in lieu of all cash payments to a combination of shares and cash at the planned closing on May 15, 2018.

From January 2018 through May 14, 2018, the Registrant engaged several brokerage firms and agents to help arrange a non-brokered private placement to accredited investors and raise the required $11 million additional capital. Certain investor funds were held in escrow subject to terms of subscription agreements that required the entire $4.5 million be raised by May 15, 2018 or the escrow held funds would be returned to subscribers. On May 15, 2018, the escrow agent returned the held funds to subscribers according to the terms of the subscription agreements because the Registrant was unable to the $4.5 million in capital.

Upon the return of the escrowed funds, the Registrant worked to find additional financing proposals acceptable to Alaska Gold, Preferred Note Investor and Stream Investor.

On June 27, 2018, the Registrant received (i) a Notice of Default by Alaska Gold Torrent under the Gold and Silver Prepayment Agreement, (ii) a Notice of Default by Gold Torrent, Inc. and Gold Torrent (Canada) Inc. under the Secured Convertible Preferred Note, and (iii) a Notice of Default to Guarantor under the Guarantee by Gold Torrent, Inc. and Gold Torrent (Canada) Inc.

On July 3, 2018, the Registrant entered into a Membership Transfer and Assignment Agreement, whereby the Registrant transferred its ownership in Alaska Gold to the Stream Investor for the consideration of the Stream Investor assuming all of the existing obligations of the Registrant and Miranda under the Alaska Gold Operating Agreement and that each of the Registrant and its related parties are released from all liability on such assumed obligations and any new obligations under the Purchase Agreement and the Note arising after the date of transfer.

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. The risks and uncertainties involved are detailed from time to time in the Registrant’s periodic filings with the Securities and Exchange Commission.

-3-

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosures set forth in Item 1.01 are hereby incorporated by reference to this Item 2.01.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation.

The disclosures set forth in Item 1.01 are hereby incorporated by reference to this Item 2.04.

Item 3.03 Material Modification to Rights of Security Holders.

~~Description~~The ofdisclosures ~~Gold~~set ~~Torrent~~forth ~~Canada’s~~in ~~Share~~Item ~~Capital~~1.01 are hereby incorporated by reference to this Item 3.03.

~~Set~~Item ~~forth below is a description of Gold Torrent Canada’s share capital at the Effective Time~~5.02. ~~Such~~Departure ~~summary~~ of ~~the~~Directors ~~notice~~or ~~of articles~~Certain and articles does not purport to be complete and is qualified in its entirety by reference to the British Columbia Business Corporations Act and the complete text of the notice of articles and articles, which are filed as Exhibits 3Officers.~~1 and 3.2 to this Current Report on Form 8-K.~~

~~Authorized~~On ~~Share~~June ~~Capital~~30, 2018, Ryan Hart resigned as Director and President of the Registrant. Mr. Hart’s resignation was not a result of any disagreement with the Registrant on any matter relating to its operations, policies or practices.

~~The~~On ~~authorized~~June ~~share~~30, ~~capital~~2018, ofDr. ~~Gold~~Patrick ~~Torrent~~M. ~~Canada~~Okita ~~consists~~resigned ofas anDirector ~~unlimited number~~ of ~~Gold~~the ~~Torrent~~Registrant. ~~Canada~~Dr. ~~Common~~Okita’s ~~Shares,~~resignation ~~without par~~was ~~value.~~not ~~The~~a ~~rights~~result ~~and~~of any ~~restrictions~~disagreement towith ~~which~~ the ~~Gold~~Registrant ~~Torrent~~on ~~Canada~~any ~~Common~~matter ~~Shares~~relating ~~are~~to ~~subject~~its isoperations, ~~set~~policies ~~out~~or ~~in Gold Torrent Canada’s articles~~practices.

~~Common~~Item ~~Shares~~9.01. Financial Statements and Exhibits.

Voting Rights

Exhibit No.		Description

10.1		Membership Transfer and Assignment Agreement

Holders of Gold Torrent Canada Common Shares are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders, have the right to vote for the election of directors and will not have cumulative voting rights. Regarding special resolutions at meetings of shareholders, the majority of votes required for Gold Torrent Canada to pass a special resolution at a general meeting of shareholders is two-~~thirds of the votes cast on the resolution.~~4-

Dividends

Holders of Gold Torrent Canada Common Shares will be entitled to receive ratably in proportion to the number of Gold Torrent Canada Common Shares held by them such dividends (payable in cash, shares or otherwise), if any, as may be declared from time to time by the Gold Torrent Canada board of directors out of funds available for dividend payments. Dividends will not be declared where there are reasonable grounds for believing Gold Torrent Canada is insolvent or the payment of dividends would render Gold Torrent insolvent. All outstanding Gold Torrent Canada Common Shares are fully paid and non-assessable. There is not be a fixed rate of dividends.

Conversion, Sinking fund, Redemption, Liquidation and Preemption Rights

The holders of Gold Torrent Canada Common Shares have no preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund provisions applicable to the Gold Torrent Common Shares. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of Gold Torrent Canada’s affairs, holders of Gold Torrent Canada Common Shares will be entitled to share ratably in Gold Torrent Canada’s assets in proportion to the Gold Torrent Canada Common Shares held by them that are remaining after payment or provision for payment of all of Gold Torrent Canada’s debts and obligations.

Notice of Articles and Articles

Provisions of Gold Torrent Canada’s notice of articles and articles may delay or discourage transactions involving an actual or potential change in control or change in Gold Torrent Canada management, including transactions in which shareholders might otherwise receive a premium for their shares, or transactions that Gold Torrent Canada’s shareholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of the Gold Torrent Canada Common Shares.

These provisions are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of Gold Torrent Canada to first negotiate with Gold Torrent Canada’s management. Gold Torrent Canada’s management believes that the benefits of increased protection and the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure Gold Torrent Canada outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Among other things, the notice of articles and articles:

● provide that Gold Torrent Canada’s directors may only be removed by shareholders passing a special resolution with the requisite special majority of two-third of the votes cast at a meeting of shareholders entitled to vote in the election of directors, voting together as a single class; ● provide that the authorized number of directors may only be set by the board of directors; ● provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office; and ● provide that Gold Torrent Canada’s notice of articles and articles can be amended or repealed at any regular or special meeting of shareholders or amended by the board of directors in certain circumstances, including the requirement that most amendments by the shareholders at a meeting be upon the affirmative vote of at least 66 2/3% of the voting power of the issued and outstanding shares generally entitled to vote on such matters.

When interpreting a director’s duties under British Columbia law, Canadian courts have generally interpreted a director’s duty to act in “the best interest of the company” to comprehend a duty to treat all stakeholders affected by corporate actions equitably and fairly, including in the context of a change of control transaction. Accordingly, in determining what is in “the best interests of the company”, it may be legitimate for Gold Torrent Canada’s directors to consider the interests of not only Gold Torrent Canada’s shareholders, but other stakeholders, such as employees and creditors, as well.

Limitation of Liability and Indemnification Matters

British Columbia law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:

● if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, the company was prohibited from giving the indemnity or paying the expenses by its articles; ● if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the company is prohibited from giving the indemnity or paying the expenses by its articles; ● if, in relation to the subject matter of the relevant proceeding, the director did not act honestly and in good faith with a view to the best interests of the company or the associated corporation, as the case may be, with such associated corporation being an affiliate of the company or a partnership, trust, joint venture or other unincorporated entity in which the director served in the capacity as a director or a position equivalent to that thereof, at the request of the company; or ● in the case of the relevant proceeding other than a civil proceeding, if the director did not have reasonable grounds for believing that the director’s conduct in respect of which the proceeding was brought was lawful.

Any amendment, repeal or modification of these provisions would be prospective only and would not affect any limitation on liability of a director for acts or omissions that occurred prior to any such amendment, repeal or modification.

Gold Torrent Canada’s articles also provide that Gold Torrent Canada will indemnify its directors and officers to the fullest extent permitted by British Columbia law. Gold Torrent Canada’s articles also permit us to purchase insurance on behalf of any officer, director, employee or other agent of Gold Torrent Canada or, at Gold Torrent Canada’s request, of another entity, for any liability arising out of that person’s actions in such capacity, regardless of whether British Columbia law would permit indemnification.

Item 5.01 Changes in Control of the Registrant.

The information included under the heading “Explanatory Note” above is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, pursuant to the terms of the Merger Agreement, Daniel Kunz and Ryan Hart, the directors of US Merger Co. immediately prior to the Effective Time became the directors of Gold Torrent US, while the executive officers of Gold Torrent US immediately prior to the Effective Time continued to serve as executive officers of Gold Torrent US in the same respective position(s) as each such executive officer held prior to the Redomicile Transaction.

All executive officers and directors of Gold Torrent US will hold such positions until their death, resignation or removal or until their respective successors are duly elected or appointed.

Biographical information concerning each of the directors and executive officers of Gold Torrent US is included in Gold Torrent US’s proxy statement on Schedule 14A filed on January 26, 2018.

Executive Compensation Arrangements

Following the Effective Time, Gold Torrent US continued to assume the obligations under the consulting agreements with Ryan Hart and Daniel Kunz & Associates LLC (“Kunz LLC”). The Redomicile Transaction is not considered a “change of control” for purposes of any of the consulting agreements between Gold Torrent US, Ryan Hart and Kunz LLC, and no payments, accelerated vesting or benefit enhancements were triggered by the Redomicile Transaction under such agreements.

Assumed Equity Plans

At the Effective Time and pursuant to the Merger Agreement, Gold Torrent Canada assumed the following Gold Torrent US equity compensation plans, including all options and awards issued or granted under such plans: (i) the Gold Torrent, Inc. 2013 Equity Incentive Plan, and (ii) the Gold Torrent, Inc. 2016 Stock Option and Stock Bonus Plan (collectively, the “Assumed Plans”).

In connection with the assumption of the Assumed Plans, each Assumed Plan was deemed amended pursuant to the Merger Agreement to provide that, as of the Effective Time, Gold Torrent Canada Common Shares will be issued to satisfy awards issued or granted under such Assumed Plans. The outstanding options or other awards or benefits available under the terms of the Assumed Plans shall, to the extent permitted by law and otherwise reasonably practicable, otherwise be exercisable, payable, issuable or available upon the same terms and conditions as under such Assumed Plans and the agreements relating thereto immediately prior to the Effective Time (including, for greater certainty, having the same option exercise or measurement price).

Item 8.01 Other Events.

The information included under the heading “Explanatory Note” above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger dated October 19, 2017, by and among Gold Torrent, Inc., Gold Torrent (Canada) Inc., and GTOR US Merger Co. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (file no. 000-53872) filed on October 20, 2017).
3.1		Notice of Articles of Gold Torrent (Canada) Inc. (incorporated by reference to Annex B of Gold Torrent, Inc.’s proxy statement on Schedule 14A (file no. 000-53872) filed on January 26, 2018).
3.2		Articles of Gold Torrent (Canada) Inc. (incorporated by reference to Annex B of Gold Torrent, Inc.’s proxy statement on Schedule 14A (file no. 000-53872) filed on January 26, 2018).
4.1		Form of Common Share Certificate.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~thereunto duly authorized.

	GOLD TORRENT, INC.
	/s/ Alexander Kunz
Date: July 13, 2018	By:	/s/ Daniel Kunz
	Alexander Kunz
	Name:	Daniel Kunz
	Chief Financial Officer
	Title:	Chief Executive Officer
Date: March 6, 2018

~~EXHIBIT INDEX~~-5-

Exhibit No.		Description
2.1		Agreement and Plan of Merger dated October 19, 2017, by and among Gold Torrent, Inc., Gold Torrent (Canada) Inc., and GTOR US Merger Co. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (file no. 000-53872) filed on October 20, 2017).
3.1		Notice of Articles of Gold Torrent (Canada) Inc. (incorporated by reference to Annex B of Gold Torrent, Inc.’s proxy statement on Schedule 14A (file no. 000-53872) filed on January 26, 2018).
3.2		Articles of Gold Torrent (Canada) Inc. (incorporated by reference to Annex B of Gold Torrent, Inc.’s proxy statement on Schedule 14A (file no. 000-53872) filed on January 26, 2018).
4.1		Form of Common Share Certificate.

Filing Compare · Gold Torrent, Inc.