this membership transfer and assignment agreement ( “ agreement ” ) dated as of the _ _ _ day of _ _ _ _ _ _, 2018 ( the “ effective date ” ) among : miranda u. s. a., inc., a wholly owned nevada corporation of miranda gold corp. ( “ miranda ” ) ; gold torrent, inc., nevada corporation and gold torrent canada, a british columbia, canada corporation ( together “ gold torrent ” ) ; crh funding ii pte. ltd, a singapore private limited company ( the “ crhf ” ) ; – and – alaska gold torrent llc, an alaska limited liability company ( the “ company ” and together with miranda, gold torrent and crhf, the “ parties ” ) witnesses that : whereas the company is an alaska limited liability company and owns certain fee property and leases certain patented mining claims and state of alaska unpatented mining claims pursuant to a lease, which properties are located in the willow creek mining district, alaska, and is developing a mining project on such properties ( the “ project ” ) ; and whereas miranda and gold torrent formed the company for the purposes of developing the project and miranda and gold torrent are the members of the company and are parties to that certain limited liability company operating agreement dated effective as of february 9, 2017 ( the “ operating agreement ” ) ; and whereas miranda owns thirty percent ( 30 % ) of the membership interest in the company ( the “ miranda interests ” ) and gold torrent owns seventy percent ( 70 % ) the membership interests in the company ( the “ gt interests ” ), and together own all of the issued and outstanding interests of the company ; and whereas gold torrent arranged for that certain gold and silver prepayment agreement between the company and crhf, dated february 13, 2017 ( the “ purchase agreement ” ), under which crfh agreed to provide certain financing in order to fund the development of the project and invest up to a maximum of $ 11. 25 million in the company, subject at all times to the satisfaction of certain terms and conditions set forth in the purchase agreement ; and whereas the company has agreed to sell to crhf an amount of refined minerals ( as defined in the purchase agreement ) and satisfy certain obligations and conditions, as set forth and in accordance with the terms and conditions of the purchase agreement ; and whereas crhf advanced the company a total of $ 6, 500, 000 under the terms