UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~March~~April 2221, 2018

GOLD TORRENT (CANADA) INC.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(State or other jurisdiction of incorporation or organization)

333-221123

82-458-0220

(Commission

File Number)

(I.R.S. Employer

Identification No.)

960 Broadway Avenue, Suite 530, Boise, Idaho 83706

(Address of Office)

(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 by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company [ ]

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

Item 1.01 Entry into a Material Definitive Agreement

On ~~March~~ 22April 21, 2018, inGold Torrent ~~connection~~(Canada) ~~with~~Inc. (the ~~recent~~“Company”) ~~closing~~along ofwith ~~the~~its ~~reorganization~~subsidiary ~~transaction~~Alaska ~~whereby~~ Gold Torrent, LLC entered into a binding letter agreement (~~Canada~~the “Letter Agreement”) ~~Inc~~with CRH Funding II Pte. Ltd. (~~the~~“CRH Funding”) and CRH Mezzanine Pte. Ltd (“~~Company~~CRH Mezzanine” and collectively with CRH Funding, “CRH”) ~~became~~that ~~the~~amended ~~parent~~certain ~~company~~terms and obligations of the parties in the following agreements and instruments: (i) the Gold ~~Torrent~~and Silver Prepayment Agreement dated February 13, ~~Inc.~~2017 with CRH Funding, as amended by a letter agreement dated February 1, 2018 (the “Prepayment Agreement”), and (ii) the Secured Convertible Preferred Note dated February 13, 2017, from Gold Torrent, ~~US”)~~Inc. to CRH Mezzanine, as assumed by the Company ~~executed~~ under the ~~following~~Allonge ~~agreements:~~dated March 22, 2018 (the “Note”).

●The Letter ~~an Assignment and Assumption~~ Agreement (amended the ~~“Assignment~~Prepayment Agreement”) ~~with~~by ~~Gold~~extending ~~Torrent US and CRH Mezzanine Pte. Ltd. (“CRH”), pursuant to which Gold Torrent US assigned to~~ the ~~Company~~deadline ~~(i)~~for ~~all of~~ the ~~rights~~second ~~and~~tranche ~~obligations~~ of ~~Gold~~financing ~~Torrent~~from USMarch ~~under the Series A Share Purchase Warrant dated February 13~~31, 2018 ~~2017 issued by Gold Torrent US~~ to ~~CRH,~~September ~~and (ii) all of the rights and obligations of Gold Torrent US under the Investor Rights Agreement dated February 13~~30, ~~2017 between Gold Torrent US and CRH. ● an Allonge (the “Allonge”) whereby the Company agreed to be a primary obligor under the Secured Convertible Preferred Note dated February 13~~2018, ~~2017~~while ~~executed~~amending ~~by Gold Torrent US in favor of CRH in~~ the ~~original~~definition ~~principal amount~~ of ~~US$2,000,000 (the~~ “~~Note”),~~Required ~~and to be jointly and severally liable with Gold Torrent US for the full amount of the indebtedness owed to CRH under the Note~~Capital”. The ~~Alonge also provided that the~~ Company ~~may~~is ~~exercise~~now ~~every~~required ~~right~~to ~~and~~raise $4.5 ~~power~~million of ~~Gold Torrent US and shall assume all of~~ the ~~obligations~~Required ofCapital ~~Gold~~by ~~Torrent~~May US15, ~~under~~2018 ~~the Note with the same effect as if the Company had originally been a party to the Note. ● a Joinder Agreement~~ (the “~~Joinder~~Initial ~~Agreement~~Required Capital”), ~~whereby~~and the ~~Company~~remaining ~~agreed~~$6.5 ~~to become the guarantor under the Guarantee dated February 13, 2017 by Gold Torrent US in favor~~ million of ~~CRH~~Required ~~Funding~~Capital ~~II Pte. Ltd. (the “Guarantee”) and to be bound~~ by ~~all~~September ~~of the terms~~30, ~~conditions~~2018. ~~and~~Failure ~~provisions of, and~~ to ~~make~~raise ~~all of~~ the ~~representations~~Initial ~~and~~Required ~~warranties~~Capital ~~under,~~was ~~the~~also ~~Guarantee,~~added as ifan itevent ~~had~~of ~~executed~~default to the ~~Guarantee~~Prepayment Agreement.

The ~~forgoing~~Letter ~~summary of the Assignment~~ Agreement, ~~the~~amended ~~Allonge, and~~ the ~~Joinder~~Note ~~Agreement set forth above in this Item 1.01 is qualified in its entirety~~ by ~~the~~decreasing ~~Assignment Agreement,~~ the ~~Allonge~~conversion ~~and the Joinder Agreement which are filed with this Current Report on Form 8-K as Exhibits 10~~price.~~1, 10.2 and 10.3, respectively, and are incorporated herein by reference.~~

~~Item~~Under ~~2.03~~the ~~Creation~~terms of the Letter Agreement, CRH agreed to engage Resource Mining Technologies to complete a ~~Direct~~metallurgical ~~Financial~~and ~~Obligation~~recovery study orof anthe ~~Obligation~~Lucky ~~under~~Shot anProject ~~Off-Balance~~and ~~Sheet~~the ~~Arrangement~~Company agreed to convert all debt and accrued payables owed to the Company’s Chief Executive Officer into 881,404 shares of athe ~~Registrant~~Company’s common stock. The Letter Agreement also established Ryan Hart’s total monthly compensation as President of the Company at 23,860 shares of the Company’s common stock and $7,083 in cash per month.

The ~~information~~forgoing ~~contained~~summary of the Letter Agreement set forth above in this Item 1.01 is ~~hereby~~qualified ~~incorporated~~in its entirety by ~~reference~~a ~~into~~copy of the Letter Agreement which is filed with this ~~Item~~Current 2Report on Form 8-K as Exhibit 10.031, and is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Arrangements of Certain Officers.

The information included under Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		~~Assignment~~Letter ~~and Assumption~~ Agreement dated ~~March~~April 2221, 2018~~, between Gold Torrent (Canada) Inc~~.~~, Gold Torrent, Inc. and CRH Mezzanine Pte., Ltd.~~
10.2		Allonge dated March 22, 2018, executed by Gold Torrent (Canada) Inc.
10.3		Joinder Agreement dated March 22, 2018, executed by Gold Torrent (Canada) Inc.

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 duly authorized.

	GOLD TORRENT (CANADA) INC.
	/s/ Alexander Kunz
	/s/ Ryan Hart
	Alexander Kunz
	Ryan Hart
	Chief Financial Officer
	President
Date: March 28, 2018
Date: April 26, 2018

EXHIBIT INDEX

Exhibit No.		Description
10.1		~~Assignment~~Letter ~~and Assumption~~ Agreement dated ~~March~~April 2221, 2018~~, between Gold Torrent (Canada) Inc~~.~~, Gold Torrent, Inc. and CRH Mezzanine Pte., Ltd.~~
10.2		Allonge dated March 22, 2018, executed by Gold Torrent (Canada) Inc.
10.3		Joinder Agreement dated March 22, 2018, executed by Gold Torrent (Canada) Inc.

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