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 of the Purchase Agreement and the Company is in default under the terms of the Purchase Agreement;

AND WHEREAS the Company granted certain security to CRHF to, among other things, collateralize its obligations under the Purchase Agreement including the delivery and performance obligations set out therein, such security was granted pursuant to the Security Documents (as defined in the Purchase Agreement);

AND WHEREAS each of Miranda and Gold Torrent acknowledged and consented to the Purchase Agreement and the Security Documents;

AND WHEREAS each of Miranda and Gold Torrent have funding and other obligations under the Operating Agreement to fund the Project;

AND WHEREAS the Company is in default under the Purchase Agreement and the Parties agree that a negotiated assignment and transfer of the Miranda Interests and the GT Interests is in the best interests of the Parties,

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:

CRHF irrevocably and unconditionally undertakes to Miranda and Gold Torrent that it will assume all liabilities, obligations and responsibilities from and after the Effective Date attaching to, connected with and/or related to the Purchase Agreement and the Operating Agreement and will promptly do, fulfil and perform all acts, conditions and things required to be done, fulfilled and performed in order to fully satisfy and fulfil all such liabilities, obligations and responsibilities.

Any provision of this Agreement which is expressed or intended to have effect on, or to continue in force after, the execution of this Agreement shall have such effect, or, as the case may be, continue in force, after such execution.

Each party shall pay its own costs and expenses incurred in connection with the entering into, the execution of, and performance of this Agreement.

No amendment or variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each of the parties.

If at any time any term or provision of this Agreement shall be held to be illegal, invalid or unenforceable in whole or in part, under any rule of law or enactment, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the enforceability of the remainder of this Agreement shall not be affected.

From and after the Effective Date, each party hereto shall execute and deliver or cause to be executed and delivered such other agreements or instruments, in addition to those required by this Agreement, as the other party hereto may reasonably request in order to implement the transactions contemplated by this Agreement.

This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

THIS AGREEMENT IS TO BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW. THIS AGREEMENT AND ANY ARBITRATION AWARD MAY BE ENFORCED IN ANY FEDERAL COURT OR ANY NEW YORK STATE COURT SITTING IN NEW YORK COUNTY, NEW YORK; AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVE ANY ARGUMENT THAT THE VENUE IN SUCH FORUMS IS NOT CONVENIENT. IF EITHER PARTY COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, SUCH OTHER PARTY, AT ITS OPTION, SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR, IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE. The United Nations Vienna Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first written above.