ITEM 4.02
NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REPORT
On
January 9, 2018, the Board of Directors (the “Board”) of Gold Torrent, Inc. (the “Company”), upon the
recommendation of the Company’s management, determined that the unaudited financial statements as of and for the quarterly
period ended September 30, 2017 (the “Quarterly Financial Statements”), previously filed by the Company with the Securities
and Exchange Commission (the “SEC”) on a Form 10-Q, should no longer be relied upon.
The Board, who also performs the functions of an audit committee for the Company, has determined that the
Quarterly Financial Statements should no longer be relied upon because after consultations with the Company’s management
the Board determined that the costs associated with the development of the Company’s mining property in the Willow Creek
mining district in the Matanuska-Susitna region of Alaska incurred during the periods covered by the Quarterly Financial Statements
should have been reflected in the Quarterly Financial Statements as expenses as opposed to capitalized costs. Consequently, the
Board has determined that these Quarterly Financial Statements will need to be restated to reflect this revised position. The Company
currently expects its total expenses for the three month period ended September 30, 2017 to increase from $654,330, as reported
in the Quarterly Financial Statements to $2,552,403 and from $3,005,992 as reported in the Quarterly Financial Statements for the
six month period ended September 30, 2017 to $5,218,799 as a result of this change in position. The Company expects this change
to increase its net loss, net loss attributable to non-controlling interest, net loss attributable to the stockholders of the Company,
and net loss per share over the applicable periods in its Interim Consolidated Statement of Operations, and to result in corresponding
changes to the Company’s Interim Consolidated Balance Sheets and Interim Consolidated Statement of Cash Flows contained in
the Quarterly Financial Statements.
The
Company intends to restate the Quarterly Financial Statements to reflect these changes and plans to file such restated Quarterly
Financial Statements on an amended Form 10-Q with the SEC as soon as practicable. Additionally, the restated Quarterly Financial
Statements will be included with the proxy statement/prospectus forming part of Amendment No. 3 to the Registration Statement
on Form S-4 to be filed with the SEC by Gold Torrent (Canada) Inc. (“Gold Torrent Canada”) in connection with the
planned merger of the Company and Gold Torrent Canada (the “Redomicile Transaction”).
The
Company’s management and the Board have discussed the matters disclosed under this Item 4.02 with Morgan & Company LLP,
the Company’s independent registered public accounting firm.
Cautionary
Statement Regarding Forward Looking Statements
This
current report on Form 8-K contains “forward-looking statements” that are subject to risks and uncertainties. Such
forward-looking statements typically can be identified by the use of words such as “expect,” “estimate,”
“anticipate,” “forecast,” “intend,” “project,” “target,” “plan,”
“believe” and similar terms and expressions. Forward-looking statements are based on current expectations and assumptions.
Although the Company believes that its expectations and assumptions are reasonable, it can give no assurance that these expectations
and assumptions will prove to have been correct, and actual results may vary materially. For example, (1) the Company may be unable
to obtain the stockholder approval required for the Redomicile Transaction; (2) the Company may abandon the Redomicile Transaction;
(3) conditions to the closing of the Redomicile Transaction may not be satisfied; (4) the Redomicile Transaction may involve unexpected
costs, unexpected liabilities or unexpected delays; (5) the Company’s business may suffer as a result of uncertainty surrounding
the Redomicile Transaction; (6) the Company may not realize the anticipated benefits of the Redomicile Transaction; (7) the Redomicile
Transaction may negatively impact the Company’s relationships; (8) the Redomicile Transaction may result in negative publicity
affecting the Company’s business and the price of the Company’s common stock; (9) the Redomicile Transaction may have
negative tax consequences to the Company and holders of the Company’s common stock and (10) the Company may be adversely
affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section
of the Registration Statement on Form S-4 filed by Gold Torrent Canada with the SEC in connection with the Redomicile Transaction.
All forward-looking statements included in this document are based upon information available to the Company on the date hereof,
and except as required by law, the Company does not undertake any obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future developments or otherwise.
Important
Note
This
current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote or approval. This communication relates to a transaction which is the subject of a Form S-4 Registration Statement
(File No. 333-221123) filed with the SEC by Gold Torrent Canada. This Form S-4 Registration Statement includes a prospectus of
Gold Torrent Canada and a proxy statement of the Company, as well as other relevant documents concerning the proposed Redomicile
Transaction. This current report on Form 8-K is not a substitute for the Form S-4 Registration Statement Gold Torrent Canada has
filed with the SEC regarding the proposed Redomicile Transaction (and any amendments and supplements thereto).
INVESTORS AND SECURITY HOLDERS OF GOLD TORRENT, INC. ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS INCLUDED WITH THE FORM S-4 REGISTRATION STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) CAREFULLY AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT GOLD TORRENT (CANADA) INC., GOLD TORRENT, INC. AND THE REDOMICILE TRANSACTION.
Investors and security holders may obtain
a free copy of the proxy statement/prospectus and other relevant documents filed with the SEC from the SEC’s web site at
www.sec.gov or at the Company’s web site at www.goldtorrentinc.com. Investors and security holders may also read and copy
any reports, statements and other information filed by Gold Torrent, Inc. or Gold Torrent (Canada) Inc., with the SEC, at the
SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s
website for further information on its public reference room. Investors and security holders may also obtain, without charge,
a copy of the proxy statement/prospectus and other relevant documents by directing a request by mail or telephone to Gold Torrent,
Inc., 960 Broadway Avenue, Suite 530, Boise, ID 83706, telephone (208) 343-1413.
Gold Torrent, Inc. and its directors and executive officers may be deemed to be participants in the solicitation
of proxies from the Company’s shareholders in connection with the proposed Redomicile Transaction. Information about these
persons is set forth in the Company’s Annual Report on Form 10-K filed by the Company with the SEC on June 23, 2017, and
is also included in the Form S-4 Registration Statement filed by Gold Torrent Canada. These documents can be obtained free of charge
from the sources indicated above. Investors and security holders may obtain additional information regarding the interests of such
persons, which may be different from those of the Company’s stockholders generally, by reading the proxy statement/prospectus
and other relevant documents regarding the proposed Redomicile Transaction.
