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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT ~~PURSUANT~~UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~ June 3130, ~~2020~~2021

ORor

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~__________~~___________to ~~to __________~~___________

Commission file number 000-501191

Dakota Territory Resource Corp.

(Exact Name of Registrant as Specified in its charter)

Nevada		9880-~~0201259~~0942566
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)		(I.R.S. Employer Identification No.)
141 Glendale Dr. Lead, South Dakota		57754
141 Glendale Drive Lead, South Dakota		57754
(Address of principal executive offices)		(Zip Code)

(605) 717-2540 ~~(Registrant’s telephone number, including area code)~~

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) ~~has~~ filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the ~~registrant~~Registrant ishas asubmitted ~~large~~electronically ~~accelerated~~every ~~filer,~~Interactive anData ~~accelerated~~File ~~filer,~~required ato ~~non-accelerated~~be ~~filer,~~submitted orpursuant ato ~~smaller~~Rule ~~reporting~~405 ~~company.~~of ~~See~~Regulation ~~definition~~S-T (§ 229.405 of ~~“large~~this ~~accelerated~~chapter) ~~filer,”~~during ~~“accelerated~~the ~~filer”~~preceding ~~and~~12 ~~“smaller~~months ~~reporting~~(or ~~company”~~for insuch ~~Rule~~shorter ~~12b-2~~period ofthat the ~~Exchange~~registrant ~~Act~~was required to submit such files). Yes [X] No [ ]

[Indicate ]by ~~Large~~check ~~accelerated~~mark ~~filer~~whether [the ]registrant ~~Accelerated~~is a large accelerated filer, [an ]accelerated ~~Non~~filer, a non-accelerated filer ~~[X]~~or ~~Smaller~~a smaller reporting company. ~~(Do~~See ~~not~~definitions ~~check~~of if"large aaccelerated filer," "accelerated filer" and "smaller reporting company)" [in ]Rule ~~Emerging~~12b-2 ~~growth~~of ~~company~~the Exchange Act (Check one):

~~Indicate~~Large byAccelerated ~~check~~Filer ~~mark~~[ ~~whether~~] ~~the~~Accelerated ~~Registrant~~Filer is[ a] ~~shell~~Non-Accelerated ~~company~~Filer ~~(as~~[ ~~defined~~] inSmaller ~~Rule~~Reporting ~~12b-2~~Company of[X] ~~the~~Emerging ~~Exchange~~Growth ~~Act)~~Company ~~Yes~~ [ ] ~~No [X~~]

~~Number~~If ofan ~~shares~~emerging ofgrowth ~~issuer’s~~company, ~~common~~indicate ~~stock~~by ~~outstanding~~check atmark ~~February~~if 5,the ~~2021:~~registrant ~~151,889,323.~~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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

As of August 12, 2021, there were 69,182,109 shares of common stock outstanding.

DAKOTA TERRITORY RESOURCES CORP

~~DECEMBER~~JUNE 3130, ~~2020~~2021

(UNAUDITED)

TABLE OF CONTENTS

		Page
	Part I
Item 1	Financial Statements (unaudited)	4
Item 2	Management’'s Discussion and Analysis of Financial Condition and Results of Operations	1415
Item 3	Quantitative and Qualitative Disclosures About Market Risk	1918
Item 4	Controls and Procedures	1918
	Part II
Item 1	Legal Proceedings	20
Item 1A	Risk Factors	20
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3	Defaults upon Senior Securities	20
Item 4	Mine Safety Disclosure	20
Item 5	Other Information	2120
Item 6	Exhibits	21
Signatures		2322

DAKOTA TERRITORY RESOURCE CORP.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(Unaudited)

		December 31,		March 31,
		June 30, 2021				March 31, 2021
		2020		2020
ASSETS
ASSETS
CURRENT ASSETS
CURRENT ASSETS
Cash	$	24,852,299			$	10,392,940
Cash and cash equivalents	$	1,346,092	$	146,425
Prepaid expenses and other current assets		67,460				75,608
Restricted cash		4,357,246		-
Total current assets		24,919,759				10,468,548
Prepaid expenses and other current assets		95,253		7,649
Mineral properties, net		7,357,741				5,337,072
Total current assets		5,798,591		154,074
Property and equipment, net		983,701				870,744
Mineral properties		5,287,116		216,104
TOTAL ASSETS	$	33,261,201			$	16,676,364
Office equipment, net		19,921		-
LIABILITIES AND SHAREHOLDERS' EQUITY
TOTAL ASSETS	$	11,105,628	$	370,178
CURRENT LIABILITIES
LIABILITIES AND SHAREHOLDERS' DEFICIT
Accounts payable and accrued liabilities	$	514,760			$	162,024
CURRENT LIABILITIES
Accounts payable - related party		81,250				3,000
Accounts payable and accrued liabilities	$	401,714	$	501,818
Current portion of notes payable - related party		872,578				906,768
Accounts payable, related party		13,211		1,790,829
Total current liabilities		1,468,588				1,071,792
Dividend payable		4,357,246		-
Notes payable - related party, net of current portion and discount		-				473,325
Line of credit		24,888		30,082
Total liabilities		1,468,588				1,545,117
Note payable to related party		920,438		325,645
COMMITMENTS AND CONTINGENCIES
Total current liabilities		5,717,497		2,648,374
SHAREHOLDERS' EQUITY
Notes payable, net of discount		567,179		300,000
Preferred stock, par value $0.001; 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2021 and March 31, 2021, respectively		-				-
TOTAL LIABILITIES		6,284,676		2,948,374
Common stock, par value $0.001; 75,000,000 shares authorized, 60,227,899 and 56,197,331 shares issued and outstanding as of June 30, 2021 and March 31, 2021, respectively		60,228				56,197
COMMITMENTS AND CONTINGENCIES
Additional paid-in capital		52,456,311				23,617,834
SHAREHOLDERS' DEFICIT
Accumulated deficit		(20,723,926	)			(8,542,784	)
Preferred stock, par value $0.001; 10,000,000 shares authorized, no
Total shareholders' equity		31,792,613				15,131,247
shares issued and outstanding as of December 31, 2020 and
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	33,261,201			$	16,676,364
March 31, 2020, respectively		-		-
Common stock, par value $0.001; 300,000,000 shares authorized,
151,889,323 and 65,416,787 shares issued and outstanding as of
December 31, 2020 and March 31, 2020, respectively		151,890		65,417
Additional paid-in capital		12,462,435		2,734,130
Accumulated deficit		(7,793,373)		(5,377,743)
TOTAL SHAREHOLDERS' DEFICIT		4,820,952		(2,578,196)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	11,105,628	$	370,178
The accompanying notes are an integral part of these financial statements.

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

DAKOTA TERRITORY RESOURCE CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

		Nine Months Ended				Three Months Ended
		Three Months EndedJune 30,
		December 31,				December 31,
		2021				2020
		2020		2019		2020		2019
OPERATING EXPENSES
Exploration costs	$	~~576~~2,~~260~~183,641	$	~~63,008~~	$	94126,~~335~~461	$	~~23,850~~
General and administrative		524,266		451,233		158,100		164,773
General and administrative expenses		9,905,592				151,530
Total operating expenses		112,~~100~~089,~~526~~233		~~514,241~~		~~252~~277,~~435~~991		~~188,623~~
LOSS FROM OPERATIONS		(112,~~100~~089,~~526)~~233	)	~~(514,241)~~		(~~252~~277,~~435)~~991	)	~~(188,623)~~
OTHER INCOME (EXPENSE)
Interest income		2,140		-		140		-
Loss on settlement of debt		(92,045	)			-
Interest expense		(1,322,244)		(9,353)		(1,048,735)		(3,144)
Interest income		237				2,000
Other income (expense)		5,000		-		5,000		-
Interest expense		(101	)			(69,744	)
TOTAL OTHER INCOME
Total other income (expense)		(91,909	)			(67,744	)
(EXPENSE), NET		(1,315,104)		(9,353)		(1,043,595)		(3,144)
NET LOSS	$	(12,181,142	)		$	(345,735	)
NET LOSS	$	(2,415,630)	$	(523,594)	$	(1,296,030)	$	(191,767)
Net loss per share:
Net loss per common share - basic and
Basic and diluted net loss per share	$	(0.21	)		$	(0.02	)
diluted	$	(0.03)	$	(0.01)	$	(0.01)	$	(0.00)
Weighted average shares outstanding:
Weighted average shares outstanding -
Basic and diluted		56,900,553				16,410,868
basic and diluted		84,699,253		63,708,787		125,496,518		62,172,222

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

DAKOTA TERRITORY RESOURCE CORP.

~~STATEMENTS~~CONDENSED OFCONSOLIDATED ~~CHANGES~~INTERIM INSTATEMENTS ~~SHAREHOLDERS'~~OF ~~DEFICIT~~CASH FLOWS

For the Nine Months Ended December 31, 2020 and 2019

(Unaudited)

	Common Stock				Additional Paid-In		Accumulated
		Three months ended June 30,
	Shares		Amount		Capital		Deficit		Total
		2021				2020
Balance at March 31, 2020	65,416,787	$	65,417	$	2,734,130	$	(5,377,743)	$	(2,578,196)
CASH FLOWS FROM OPERATING ACTIVITIES
Cashless exercise of stock options and warrants	1,498,177		1,498		(1,498)		-		-
Net loss	$	(12,181,142	)		$	(345,735	)
Cash received for unissued shares	-		-		330,000		-		330,000
Adjustments to reconcile net loss to net cash used in operating activities:
Debt discount assigned to purchase option	-		-		1,305,000		-		1,305,000
Stock-based compensation expense		10,604,248				-
Net loss	-		-		-		(345,735)		(345,735)
Loss on settlement of debt		54,169				-
Balance at June 30, 2020	66,914,964		66,915		4,367,632		(5,723,478)		(1,288,931)
Depreciation expense		27,661				-
Issuance of previously unissued shares	1,100,000		1,100		(1,100)		-		-
Amortization of debt discount		37,876				67,037
Cash received for unissued shares	-		-		50,000		-		50,000
Changes in current assets and liabilities:
Common stock issued upon exercise of
Prepaid expenses and other assets		8,148				(4,244	)
options	300,000		300		23,700		-		24,000
Accounts payable and accrued expenses		352,986				3,490
Common stock issued upon cashless
Accounts payable - related party		78,250				9,405
exercise of warrants	2,200,000		2,200		(2,200)		-		-
Net cash used in operating activities		(1,017,804	)			(270,047	)
Net loss	-		-		-		(773,865)		(773,865)
CASH FLOWS FROM INVESTING ACTIVITIES
Balance at September 30, 2020	70,514,964		70,515		4,438,032		(6,497,343)		(1,988,796)
Purchases of property and equipment		(140,618	)			-
Issuance of previously unissued shares	550,000		550		(550)		-		-
Purchases of mineral properties		(901,203	)			(57,213	)
Common stock issued for cash	60,000,000		60,000		8,940,000		-		9,000,000
Net cash used in investing activities		(1,041,821	)			(57,213	)
Common stock issued for investment
CASH FLOWS FROM FINANCING ACTIVITIES
of mineral properties	3,000,000		3,000		1,317,000		-		1,320,000
Proceeds from the issuance of note payable		-				1,150,000
Common stock issued upon conversion of debt	9,666,667		9,667		1,440,333		-		1,450,000
Proceeds from issuance of common stock		10,399,500				330,000
Common stock issued upon exercise of
Deposits received		6,496,034				-
options and warrants	7,650,000		7,650		599,350		-		607,000
Repayment of note payable - related party		(376,550	)			(40,145	)
Common stock issued upon cashless
Repayment of line of credit, net		-				(1,472	)
exercise of options	507,692		508		(508)		-		-
Net cash provided by financing activities		16,518,984				1,438,383
Debt discount on notes payable, related party	-		-		86,024		-		86,024
NET CHANGE IN CASH AND CASH EQUIVALENTS		14,459,359				1,111,123
Cash dividend ($0.055 per share)	-		-		(4,357,246)		-		(4,357,246)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		10,392,940				146,425
Net loss	-		-		-		(1,296,030)		(1,296,032)
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	24,852,299			$	1,257,548
Balance at December 31, 2020	151,889,323	$	151,890	$	12,462,435	$	(7,793,373)	$	4,820,952
SUPPLEMENTAL CASH FLOW INFORMATION:
Balance at March 31, 2019	62,916,787	$	62,917	$	2,390,733	$	(4,263,470)	$	(1,809,820)
Interest paid	$	-			$	-
Net loss	-		-		-		(140,110)		(140,110)
Taxes paid	$	-			$	-
Balance at June 30, 2019	62,916,787		62,917		2,390,733		(4,403,580)		(1,949,930)
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for cash	1,000,000		1,000		99,000		-		100,000
Common stock issued for investment in mineral property	$	1,119,466			$	-
Common stock issued for services	1,000,000		1,000		83,700		-		84,700
Common stock issued for payment of note payable	$	223,259			$	-
Stock options issued for services	-		-		13,026		-		13,026
Net loss	-		-		-		(191,717)		(191,717)
Balance at September 30, 2019	64,916,787		64,917		2,586,459		(4,595,297)		(1,943,921)
Common stock issued for cash	500,000		500		49,500		-		50,000
Net loss	-		-		-		(191,767)		(191,767)
Balance at December 31, 2019	65,416,787	$	65,417	$	2,635,959	$	(4,787,064)	$	(2,085,688)

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

DAKOTA TERRITORY RESOURCE CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF ~~CASH~~CHANGES ~~FLOWS~~IN SHAREHOLDERS' EQUITY

For the three months ended June 30, 2021 and 2020

(Unaudited)

		Nine Months Ended
	Common Stock
		December 31,
	Shares				Amount		Additional Paid-In Capital			Accumulated Deficit			Total
		2020		2019
Balance March 31, 2020	16,354,197			$	16,354	$	2,783,193		$	(5,377,743	)	$	(2,578,196	)
Net loss	$	(2,415,630)	$	(523,594)
Cashless exercise of stock options and warrants	374,544				375		(375	)		-			-
Adjustments to reconcile net loss to net cash used in operating activities:
Cash received for unissued shares	-				-		330,000			-			330,000
Depreciation expense		868		-
Debt discount assigned to purchase option	-				-		1,305,000			-			1,305,000
Stock based compensation		-		47,718
Net loss	-				-		-			(345,735	)		(345,735	)
Accretion of debt discount		1,315,644		-
Balance at June 30, 2020	16,728,741			$	16,729	$	4,417,818		$	(5,723,478	)	$	(1,288,931	)
Changes in current assets and current liabilities:
Balance at March 31, 2021	56,197,331			$	56,197	$	23,617,834		$	(8,542,784	)	$	15,131,247
Prepaid expenses and other assets		(87,604)		(4,909)
Common stock issued for cash	2,311,000				2,311		10,397,189						10,399,500
Accounts payable & accrued liabilities		(100,104)		(60,686)
Cash received for unissued shares	-				-		6,496,034			-			6,496,034
Accounts payable, related party		(329,621)		269,751
Common stock issued for investment in mineral properties	224,005				224		1,119,243			-			1,119,467
Net cash used in operating activities		(1,616,447)		(271,720)
Common stock issued upon conversion of debt	45,563				46		223,213			-			223,259
Cash Flows From Investing Activities:
Stock-based compensation expense	1,450,000				1,450		10,602,798			-			10,604,248
Purchase of office equipment		(20,789)		-
Net loss	-				-		-			(12,181,142	)		(12,181,142	)
Investment in mineral properties		(3,751,012)		-
Balance at June 30, 2021	60,227,899			$	60,228	$	52,456,311		$	(20,723,926	)	$	31,792,613
Net cash used in investing activities		(3,771,801)		-
Cash Flows From Financing Activities:
Payments on note payable to related party		(210,645)		-
Proceeds from the issuance of note payable		1,150,000		-
Proceeds from the sale of common stock		9,380,000		150,000
Proceeds from exercise of options and warrants		631,000		-
Repayment on line of credit, net		(5,194)		(3,749)
Net cash provided by financing activities		10,945,161		146,251
Net increase (decrease) in cash and cash equivalents		5,556,913		(125,469)
Cash, cash equivalents and restricted cash, beginning of period		146,425		152,590
Cash, cash equivalents and restricted cash, end of period	$	5,703,338	$	27,121
Supplemental Disclosure of Cashflow Information
Interest paid	$	6,865	$	-
Taxes paid	$	-	$	-
Non-cash Investing and Financing Activities:
Common stock issued for investment in mineral properties	$	1,320,000	$	-
Common stock issued upon conversion of note payable	$	1,450,000	$	-
Related party accounts payable converted to related party note	$	1,447,997	$	-
Common stock issued for prepaid services	$	-	$	84,700

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

DAKOTA TERRITORY RESOURCES CORP

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

~~DECEMBER~~JUNE 3130, ~~2020~~2021

(UNAUDITED)

Note 1—-Summary of Accounting Policies

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements ("interim financial statements") of Dakota Territory Resource Corp. (“"we”", “"us”", “"our”", the “"Company”", ~~the~~"Dakota ~~“Corporation”~~Territory") have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") and the rules of the Securities and Exchange Commission (“"SEC”") for interim statements, and should be read in conjunction with the audited financial statements and notes thereto contained in our ~~annual~~Annual ~~report~~Report on Form 10-K, for the year ended March 31, ~~2020~~2021 as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended March 31, ~~2020~~2021 as reported in our ~~annual~~Annual ~~report~~Report on Form 10-K, have been omitted. The year-end balance sheet data was derived from the audited financial statements. Unless otherwise noted, there have been no material changes to the footnotes from those accompanying the audited consolidated financial statements contained in the Company's Annual Report on Form 10-K.

~~Cash,~~Uncertainties ~~cash equivalents~~ and ~~restricted~~Economic ~~cash~~Development

~~The~~In ~~Company~~March ~~considered~~2020, ~~all~~the ~~highly~~World ~~liquid~~Health ~~investments~~Organization ~~with~~designated ~~original~~the ~~maturities~~new coronavirus ("COVID-19") as a global pandemic. Federal, state and local governments have mandated orders to slow the transmission of ~~three~~the ~~months~~virus, orincluding ~~less~~but not limited to shelter-in-place orders, quarantines, restrictions on travel, and work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has resulted in significant volatility in the financial markets. The restrictions put in place by federal, state and local governments could delay our exploratory programs on our mineral properties. Furthermore, the impact of the pandemic on the global economy could also negatively impact the availability and cost of future borrowings should the need arise. It is unknown how long the adverse conditions associated with the pandemic will last and what the complete financial effect will be ~~cash~~to ~~equivalents~~the Company. The Company continues to monitor the impact that the pandemic, including relief bills enacted in response thereto, may have on operations. Currently, the Company is unable to determine the impact that the pandemic will have on its financial condition, results of operations, or liquidity.

~~The~~Reverse ~~following~~Stock ~~table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheets to the same such amounts shown in the statements of cash flows.~~Split

		December 31,
		2020
Cash and cash equivalents	$	1,346,092
Restricted cash		4,357,246
Cash, cash equivalents and restricted cash as shown in the Statements of cash flows	$	5,703,338

On May 13, 2021, the Board of Directors of the Company approved a reverse stock split of the Company's common stock at a ratio of 1-for-4. The reverse stock split was made effective on May 25, 2021 and all share numbers and common stock prices presented give effect to the reverse split.

~~Restricted~~Merger ~~cash represents amounts placed in escrow as of December 31, 2020 and paid as a special dividend on January 4, 2021.~~Agreement

~~Note~~Pursuant ~~2—Related~~to ~~Party~~the ~~Transactions~~Merger Agreement, JR Resources Corp. ("JR") and the Company have incorporated a new company ("NewCo") that will acquire all of the outstanding securities of JR and of the Company in exchange for securities of NewCo (the "Merger"). Shareholders of JR will receive a number of NewCo shares of common stock equal to their percentage shareholding in JR multiplied by the 35,641,667 Dakota Territory shares that JR owns. Shareholders of the Company other than JR will receive one share of common stock of NewCo for each share of common stock of the Company.

~~The~~In addition, at the closing of the Merger, (i) each outstanding option to purchase the Company's ~~engages~~common instock, ~~related~~whether ~~party~~vested ~~transactions~~or ~~that~~unvested, ~~involve~~will ~~its~~be ~~officers~~assumed and ~~directors~~converted ~~and/~~into an option with respect to a number of shares of NewCo common stock in the manner set forth in the Merger Agreement, (ii) each outstanding warrant to purchase JR common stock, whether or ~~companies~~not ~~controlled~~exercisable, bywill be assumed and converted into a warrant with respect to a number of shares of NewCo common stock in the ~~officers~~manner set forth in the Merger Agreement, (iii) any outstanding awards of restricted stock units with respect to shares of the Company's common stock will be assumed and ~~directors.~~converted ~~Following~~into isthe right to receive an ~~analysis~~award of ~~related~~restricted ~~party~~stock ~~transactions:~~units representing a right to receive a number of shares of NewCo common stock in the manner set forth in the Merger Agreement and (iv) NewCo will change its name to "Dakota Gold Corp."

Mr. Gerald Aberle is the Company’s president, chief executive officer and chief operating officer. He is also a director and significant shareholder of the Company and the owner of Jerikodie, Inc. Under a February 2012 agreement, Jerikodie Inc. earns a fixed consulting fee of $9,000 per month, plus approved expenses. In October 2020, the Company paid Jerikodie, Inc, $200,000 of the approximate $729,500 owed to it for consulting fees and issued a note payable to Jerikodie for the remaining balance of approximately $529,500 bearing interest at 0.25% per year. Payments of $100,000 plus accrued interest are due quarterly, beginning with the quarter ending March, 2021 and continuing until the note is fully repaid.

At March 31, 2020, the Company owed Mr. Aberle, individually, $20,500 in unsecured loans. These unsecured loans bear interest of 3% per year and are due on demand or past due. In July 2020, Mr. Aberle was paid in full for these unsecured loans and related accrued interest of $770.

Mr. Richard Bachman serves as the Company’s chief geological officer (“CGO”). He is also a director and significant shareholder of the Company and the owner of Minera Teles Pires Inc. (“Minera Teles”). Under an October 2005 agreement that expired in March 2020, Minera Teles earned a $10,000 monthly consulting fee and received $1,500 per month for office rent and expenses. The consulting fee was divided between a $5,000 per month cash payment and a $5,000 per month deferred amount. The Company also owed Mr. Bachman, individually, $305,145 in unsecured loans. These unsecured loans bear interest at rates ranging from 3% to 4% per year and are due on demand. In June 2020, the Company repaid $40,145 of unsecured loans, plus accrued interest totaling $6,095. In October 2020, the Company paid Minera Teles $200,000 for amounts owed for prior services and combined the remaining amount owed of approximately $795,500 with amounts owed under the unsecured loans, including unpaid interest, into a new note in the amount of $1,055,310, bearing interest at 0.25% per year. A payment of $145,000 was made in December 2020, a payment of $50,000 is due in March 2021 and quarterly payments of $100,000 plus accrued interest beginning with the quarter ending June 2021, and continuing until the note is fully repaid.

~~DAKOTA~~Note ~~TERRITORY~~1-Summary ~~RESOURCES~~of ~~CORP~~Accounting Policies, continued

~~NOTES~~The TOcompletion ~~FINANCIAL~~of ~~STATEMENTS~~the Merger is subject to customary closing conditions for a transaction of this nature, including securities law compliance, the approval of JR shareholders and the approval of the Company's shareholders. In addition, in connection with the Merger, the Company and JR intend to cause NewCo to prepare and file a registration statement on Form S-4 with the US Securities and Exchange Commission ("SEC").

~~DECEMBER~~On 31April 30, ~~2020~~2021, the Company incorporated Dakota Gold Services (Canada) Corp. ("Dakota Canada") under the British Columbia Business Corporations Act. These financial statements consolidate Dakota Canada, a wholly-owned subsidiary.

~~(UNAUDITED)~~Note 2-Related Party Transactions

~~Note~~The ~~2—Related~~Company ~~Party~~engages ~~Transactions,~~in ~~continued~~related party transactions that involve its officers and directors and/or companies controlled by the officers and directors. Following is an analysis of related party transactions:

InMr. ~~October~~Gerald ~~2020~~Aberle is the Company's former President, Chief Executive Officer and is currently Chief Operating Officer of the Company. ~~issued~~He is also a ~~note~~director ~~payable~~and tosignificant ~~WCM~~shareholder ~~Associates,~~of LPthe Company and the owner of Jerikodie, anInc. ~~entity~~("Jerikodie"). ~~controlled~~Under bya ~~the~~February ~~Company’s~~2012 ~~CFO~~agreement, inJerikodie ~~the~~Inc. ~~amount~~earns a fixed consulting fee of $~~123~~9,000, ~~bearing~~per ~~interest~~month, atplus 0approved expenses.~~25%~~ ~~per~~In ~~year~~October 2020, ~~for~~the ~~amounts~~Company paid Jerikodie, Inc, $200,000 of the approximate $729,500 owed to it for consulting fees. ~~The~~and ~~note~~issued ~~required~~a annote ~~initial~~payable ~~payment~~to inJerikodie for the ~~amount~~remaining balance of approximately $86529,500 ~~due~~bearing oninterest ~~January~~at 0.25% per year. On June 1, 2021 the Company and ~~subsequent~~Jerikodie ~~payments~~settled indebt of $529,500 through the ~~amount~~payment of $25376,~~000~~550 ~~plus~~and ~~accrued~~the ~~interest~~issuance of 45,563 ~~due~~shares of common stock. Upon settlement, the Company recognized all unamortized debt discount on the ~~last~~note ~~day~~totaling $37,876 as interest expense. The fair value of ~~each~~the ~~quarter~~consideration paid to settle the note exceeded the carrying amount of the note resulting in a loss on settlement of $54,169 ~~beginning~~which ~~with~~was recognized as a general and administrative expense. During the ~~quarter~~three ~~ending~~months ~~March~~ended June 30, 2021, ~~and~~the ~~continuing~~Company ~~until~~engaged ~~the~~a ~~note~~Company iscontrolled ~~fully~~by ~~repaid.~~a Asfamily member of Mr. Aberle, for the ~~date~~purpose of ~~this~~providing ~~filing~~general labor and incurred approximately $20,734 Mrin costs. ~~Mathers~~During ~~has~~the ~~been~~three months ended June 30, 2021, the Company paid inJerikodie ~~full.~~$39,238 for consulting fees.

InMr. ~~connection~~Richard ~~with~~Bachman is the ~~notes~~Company's ~~payable~~former ~~issued~~Chief inGeological ~~2020,~~Officer as("CGO"). ~~discussed~~He ~~above,~~is also a significant shareholder of the Company ~~determined~~and ~~that~~ the 0owner of Minera Teles Pires Inc.~~25%~~ ~~contractual~~("Minera ~~rate~~Teles"). ~~represents~~Under an October 2005 agreement that expired in March 2020, Minera Teles earned a ~~below-market~~$10,000 ~~interest~~monthly ~~rate~~consulting fee and received $1,500 per month for office rent and expenses. ~~Interest~~The consulting fee was ~~imputed~~divided onbetween ~~the~~a ~~notes~~$5,000 ~~payable~~per atmonth cash payment and a $5,000 per month deferred amount.~~00%~~ ~~interest~~The ~~resulting~~Company also owed Mr. Bachman, individually, $305,145 in aunsecured ~~discount~~loans. These unsecured loans bear interest at ~~issuance~~rates ofranging ~~$86,024~~from 3% to 4% per year and are due on demand. ~~During~~In June 2020, the ~~three~~Company ~~months~~repaid ~~ended~~$40,145 ~~December~~of 31unsecured loans, plus accrued interest totaling $6,095. In October 2020, the Company ~~recognized~~paid ~~amortization~~Minera ofTeles $200,000 for amounts owed for prior services and combined the ~~debt~~remaining ~~discount~~amount owed of approximately $10795,~~644~~500 with amounts owed under the unsecured loans, including unpaid interest, into a new note in the amount of $1,055,310, bearing interest ~~expense~~at 0.25% per year. A payment of $145,000 ~~with~~was ~~the~~made ~~remaining~~in ~~unamortized~~December ~~discount~~2020. toAs beof ~~recognized~~June ~~into~~30, ~~interest~~2021, ~~expense~~the ~~over~~unpaid principal balance totalled $872,578. In July 2021, the ~~remaining~~Company ~~life~~and Mr. Bachman settled debt of $872,578 through the ~~notes~~payment ~~using~~of $425,165 in cash and the ~~effective~~issuance ~~interest~~of ~~method~~99,049 shares of common stock.

InDuring ~~September 2018, Mr. Stephen T. O’Rourke, a director of~~ the ~~Company,~~three ~~purchased~~months ~~750,000~~ended ~~shares~~June ~~of our common stock in a private placement for $75~~30,~~000.~~ ~~Additionally~~2021, ~~Mr. O’Rourke, through his consulting firm, entered into a one-year consulting agreement with~~ the Company ~~(i)~~paid ~~in September 2018 whereby he was issued a consulting fee of 1~~$6,000~~,000~~ ~~shares~~ for ~~services~~consulting ~~rendered,~~fees ~~and (ii) in September 2019 whereby he was issued a five-year option~~ to ~~purchase~~WCM 1Associates,~~000~~ LP,~~000~~ ~~shares of our common stock at~~ an ~~exercise~~entity ~~price~~controlled ofby ~~$0.08~~the ~~per~~Company's ~~share.~~former MrCFO. ~~O’Rourke exercised these options for cash in October 2020.~~

In ~~October~~connection ~~and~~with ~~December~~the notes payable issued in 2020, ~~options~~as todiscussed ~~purchase 4~~above,~~300,000~~ ~~shares~~the ofCompany ~~common~~determined ~~stock~~that ~~were~~the ~~exercised~~0.25% ~~for~~contractual rate represented a below-market interest rate. Interest was imputed on the notes payable at 5.00% interest resulting in a discount at issuance of $~~344~~86,~~000~~024. byDuring ~~our~~three ~~officers~~months ~~and~~ended ~~directors~~June 30, 2021, the Company recognized amortization of the debt discount of $Nil in interest expense.

Messrs. Aberle and Bachman own a 5% net smelter return royalty on the original 84 unpatented mining claims that comprised the Blind Gold Property. An agreement to extinguish the royalty for $25,000 each has been executed.

Note 3—Mineral Properties

On September 26, 2012, the Company was re-organized with North Homestake Mining Company. With this re-organization, the Company acquired 84 unpatented lode mining claims covering approximately 1,600 acres known as the Blind Gold Property located in the Black Hills of South Dakota.

On December 28, 2012, the Company acquired 57 unpatented lode mining claims covering approximately 853 acres known as the West False Bottom Creek and Paradise Gulch Claim Group, the City Creek Claims Group, and the Homestake Paleoplacer Claims Group, all located in the Black Hills of South Dakota. The West False Bottom Creek and Paradise Gulch Claims were contiguous to the Blind Gold Property and have been incorporated into the Blind Gold Property. The purchase price was 1,000,000 restricted common shares valued at $0.15 per share, or $150,000.

On February 24, 2014 the Company acquired surface and mineral title to 26.16 acres of the Squaw and Rubber Neck Lodes that comprise Mineral Survey 1706 in the Black Hills of South Dakota. The Company is required to make annual lease payments of $8,000 for a period of 5 years, of which $8,000 was due upon execution of the agreement. On May 7, 2019, the Company extended the lease with option to purchase agreement for Mineral Survey 1706 for an additional 5-year period. The property is part of the Homestake Paleoplacer Property, and the Company has maintained the option to purchase the mineral property for $150,000.

On March 3, 2014, the Company completed the acquisition of approximately 565.24 mineral acres in the Northern Black Hills of South Dakota. The acquisition increased the Company’s mineral interests in the Homestake District by nearly 23%, to over 3,057 acres. As part of the property acquisition, the Company purchased an additional 64.39 mineral acres located immediately southwest and contiguous to our Paleoplacer Property, including mineral title to the historic Gustin, Minerva and Deadbroke Gold Mines. The purchase price of the mineral interests was $33,335.

~~DAKOTA~~Note ~~TERRITORY~~2-Related ~~RESOURCES~~Party ~~CORP~~Transactions, continued

~~NOTES~~The TOremuneration ~~FINANCIAL~~of ~~STATEMENTS~~directors and other members of key management personnel during the three months ended June 30, 2021 and 2020 was as follows:

DECEMBER 31, 2020

		June 30, 2021		June 30, 2020
Directors fees	$	27,000	$	-
Salaries		71,133		-
Consulting fees		126,613		37,215
Share-based compensation		6,391,544		-
	$	6,616,290	$	37,215

~~(UNAUDITED)~~Note 3-Mineral Properties

~~Note~~On ~~3—Mineral~~September ~~Properties~~26, ~~continued~~2012, the Company was re-organized with North Homestake Mining Company. With this re-organization, the Company acquired 84 unpatented lode mining claims covering approximately 1,600 acres known as the Blind Gold Property located in the Black Hills of South Dakota.

On ~~April~~December 528, ~~2017~~2012, the Company acquired ~~options~~57 tounpatented ~~purchase~~lode amining ~~combination~~claims ofcovering ~~surface~~approximately ~~and~~853 ~~mineral titles to 284~~ acres inknown ~~the~~as ~~Homestake District of~~ the ~~Northern~~West ~~Black~~False ~~Hills~~Bottom ofCreek ~~South~~and ~~Dakota.~~Paradise ~~The~~Gulch ~~acquisition~~Claim ~~included~~Group, 61the ~~acres~~City ~~located~~Creek ~~immediately~~Claims ~~south~~Group, and ~~contiguous with~~ the ~~City~~Homestake ~~Creek~~Paleoplacer ~~Property;~~Claims 82Group, ~~acres~~all located ~~approximately~~in ~~one~~the ~~half~~Black ~~mile~~Hills ~~south~~ of ~~the~~South ~~Blind~~Dakota. ~~Gold~~The ~~Property~~West atFalse ~~the~~Bottom ~~western~~Creek ~~fringe of the historic Maitland Gold Mine;~~ and ~~141~~Paradise ~~acres~~Gulch ~~located~~Claims ~~immediately~~were ~~north and~~ contiguous to the ~~Homestake~~Blind ~~Paleoplacer~~Gold Property. ~~The~~and ~~Company~~have isbeen ~~required~~consolidated tointo ~~make~~the ~~annual~~Blind ~~lease~~Gold ~~payments~~Property. ~~totaling~~The ~~$20,000~~purchase ~~for~~price awas ~~period of 5 years~~250, ~~of which $20,~~000 ~~was~~restricted ~~due~~common ~~upon~~shares ~~execution~~valued ofat ~~the agreement~~$0.60 ~~The~~per ~~Company~~share, ~~has~~or ~~an option to purchase the mineral properties for total price of~~ $~~626~~150,~~392~~000. ~~As of December 31, 2020, the Company is current on all required annual lease payments.~~

InOn ~~November~~February ~~2018~~24, 2014, the Company acquired 42surface ~~unpatented~~and ~~lode~~mineral ~~mining~~title ~~claims~~to ~~covering~~the ~~approximately~~26.16 ~~718~~ acres ~~located~~of ~~immediately~~the toSquaw and Rubber Neck Lodes that comprise Mineral Survey 1706 in the ~~north~~Black ~~and~~Hills ~~adjacent~~of South Dakota. The Company is required to make annual lease payments of $8,000 for a period of 5 years, of which $8,000 was due upon execution of the agreement. On May 7, 2019, the Company’s ~~City~~extended ~~Creek~~the ~~Property~~lease with an option to purchase agreement for Mineral Survey 1706 for an additional 5-year period. ~~Through~~The ~~this~~property ~~staking,~~is part of the ~~City~~Homestake ~~Creek~~Paleoplacer ~~project~~Property, ~~area~~and ~~was~~the ~~expanded~~Company ~~from~~has ~~approximately~~maintained ~~449~~the ~~acres~~option to ~~1,167~~purchase ~~acres~~the mineral property for $150,000.

On March 3, 2014, the Company completed the acquisition of approximately 565.24 mineral acres in the Northern Black Hills of South Dakota. The acquisition increased our mineral interests in the Homestake District by nearly 23%, to over 3,057 acres. As part of the property acquisition, the Company purchased an additional 64.39 mineral acres located immediately southwest and contiguous to our Paleoplacer Property, including mineral title to the historic Gustin, Minerva and Deadbroke Gold Mines. The purchase price of the mineral interests was $33,335.

On April 5, 2017, the Company acquired options to purchase a combination of surface and mineral titles to approximately 293 acres in the Homestake District of the Northern Black Hills of South Dakota. The acquisition included 61 acres located immediately south and contiguous with our City Creek Property; 82 acres located approximately one half mile south of our Blind Gold Property at the western fringe of the historic Maitland Gold Mine; and 141 acres located immediately north and contiguous to our Homestake Paleoplacer Property. The Company is required to make annual lease payments totaling $20,000 for a period of 5 years, of which $20,000 was due upon execution of the agreement. The Company has an option to purchase the mineral properties for total price of $626,392. As of June 30, 2021, the Company is current on all required annual lease payments.

In November 2018, we acquired 42 unpatented lode mining claims covering approximately 718 acres located immediately to the north and adjacent to the Company's City Creek Property. Through this staking, the City Creek project area was expanded from approximately 449 acres to 1,106 acres.

In September 2019, the Company completed the acquisition of 106 unpatented lode mining claims covering approximately 1,167 acres in close proximity to the historic Tinton Gold Camp. The Tinton area was the site of placer mining activity between 1876 and the turn of the century.

On March 6, 2020, the Company ~~acquired~~completed the acquisition of 65 unpatented lode mining claims covering approximately 1,152 acres in the Homestake District of the Black Hills of South Dakota. The new property is contiguous to the Company's Blind Gold Property ~~and is the subject to historic prospecting activity~~.

OnIn May ~~18,~~ 2020, the Company ~~increased~~acquired ~~its~~67 ~~land holdings in the Black Hills through the staking of 70~~ unpatented lode mining claims covering approximately 1,~~120~~045 acres located on the western margin of the structural corridor that extends north of the Homestake Gold Mine. The West Corridor property is located just south of the mineral property Dakota Territory acquired from Deadbroke Mining Company in ~~the Maitland Area in~~ March of 2014, just north of the producing Wharf Mine (Coeur Mining) and just to the south and east of the former Richmond Hill Mine (Barrick Gold).

On July 23, 2020 the Company announced that it had substantially increased its land holdings in the Black Hills of South Dakota through the staking of 166 unpatented lode mining claims covering approximately 3,152 acres located immediately north and adjacent to the Company’s City Creek Property. The project area was first expanded in 2018 on the basis of inversion modeling of historical geophysical survey data. Subsequent reconnaissance and preliminary analysis of the Company’s new geophysical data provided evidence of underlying shear fabric on a similar orientation with the productive structural corridor north of the Homestake Mine.

On September 15, 2020 the Company increased its land holdings in the Homestake District of the Black Hills of South Dakota through the staking of 50 unpatented lode mining claims covering approximately 840 acres at the historic Ragged Top Gold Camp. Tertiary-aged gold mineralization in the Ragged Top area is hosted primarily in the Paha Sapa Limestone formation and has been mined from both vertical fissures called “Verticals” and from collapsed breccias. The Company’s Ragged Top property acquisition is located just northwest of the producing Wharf Mine (Coeur Mining) and approximately 3 miles southwest of the former Richmond Hill Mine (Barrick Gold).

On October 23, 2020, the Company closed the purchase of the Maitland Gold Property in the Black Hills of South Dakota from Homestake Mining Company of California, a wholly owned subsidiary of Barrick Gold Corporation (“Barrick”), for total consideration of $4.82 million, comprised of $3.5 million cash and the issuance of 3 million shares of Company common stock valued at $0.44 per share, or $1.32 million. Additionally, Barrick will retain a 2.5% net smelter returns royalty on the property. The 2,112 mineral-acre Maitland acquisition will secure an important component of the Company’s strategy for the structural corridor that extends from the Homestake Gold Mine to the Company’s Blind Gold Property at the northern end of the Black Hills District.

On November 30, 2020 the Company announced the acquisition of 64 unpatented lode mining claims covering approximately 1,092 acres located south and to the west of the former Homestake Gold Mine. The Poorman Anticline Property covers the southwestern-most extension of the Homestake iron-formation host in the district. Gold mineralization was discovered underground on the 2600 and 4100 foot levels in the far western extents of the Homestake Mine in the 1950's and 60’s with little known historic follow-up exploration in the Poorman Anticline closer to surface. Dakota Territory’s targeting in the Poorman Anticline is based on the presence of the Homestake iron-formation host and projected intersections with important shear fabric that is known to have conducted fluids necessary to the deposition of gold mineralization in the northern extents of the structural corridor.

~~DAKOTA~~Note ~~TERRITORY~~3-Mineral ~~RESOURCES~~Properties, ~~CORP~~continued

~~NOTES~~In TOJuly ~~FINANCIAL~~2020, ~~STATEMENTS~~the Company staked 166 unpatented lode mining claims covering approximately 3,152 acres located immediately north and adjacent to the Company's City Creek Property. Through this staking, the City Creek project area was expanded from approximately 1,176 acres to 4,319 acres. The City Creek Property is comprised of a combination of patented and unpatented mining claims covering the continuous extension of the iron-formation gold host northeast of the Homestake Mine. The City Creek geology is dominated by the Homestake, Ellison and Poorman stratigraphic sequence that has been delineated by more than 40,000 ft of core drilling across the property. The historic drilling also documents the occurrence of gold mineralization in the classic quartz vein, chlorite-arsenopyrite style of the Homestake Mine.

~~DECEMBER~~On 31September 15, 2020, we completed the acquisition of 50 unpatented lode mining claims covering approximately 840 acres at the historic Ragged Top Gold Camp of the Black Hills of South Dakota. Tertiary-aged gold mineralization in the Ragged Top area is hosted primarily in the Paha Sapa Limestone formation and has been mined from both vertical fissures called "Verticals" and from collapsed breccias. The Ragged Top acquisition is located just northwest of the producing Wharf Mine (Coeur Mining) and approximately 3 miles southwest of the former Richmond Hill Mine (Barrick Gold).

On October 26, 2020, the Company completed the purchase of the Maitland Gold Property from Homestake Mining Company of California, a wholly owned subsidiary of Barrick Gold Corporation (~~UNAUDITED~~"Barrick"). At closing, the Company paid Barrick $3.5 million cash and issued 750,000 shares of its common stock valued at $1.76 per share, for total consideration of $4.82 million. Additionally, Barrick retained a 2.5% net smelter returns royalty on the property. The 2,112 mineral-acre Maitland acquisition is an important component of the Company's exploration and development strategy for the structural corridor that extends from the Homestake Gold Mine to the Company's Blind Gold Property at the northern end of the Homestake District.

~~Note~~On ~~3—Mineral~~November ~~Properties~~25, ~~continued~~2020, the Company acquired 64 unpatented lode mining claims covering approximately 1,092 acres located south and to the west of the former Homestake Gold Mine at Lead, South Dakota. The Poorman Anticline geological structure is the southwestern-most known extension of the Homestake iron-formation host in the district. Gold mineralization was discovered underground on the 2,600 and 4,100 foot levels in the far western extents of the Homestake Mine in the 1950's and 60's with little historic follow-up exploration in the Poorman Anticline closer to surface. Dakota Territory's targeting in the Poorman Anticline is based on the presence of the Homestake iron-formation host and projected intersections with important shear fabric that is known to have conducted fluids necessary to the deposition of gold mineralization in the northern extents of the structural corridor.

InOn ~~August~~January ~~2020~~26, 2021, the Company ~~completed~~acquired a143 ~~broad~~unpatented ~~high~~lode ~~definition~~mining ~~airborne~~claims ~~geophysical~~covering ~~survey~~approximately to2,468 ~~enhance~~acres. The acquisition was based on continuing analysis of the Company’'s ~~previous~~historic ~~drill~~data ~~targeting,~~sets ascoupled ~~well~~with asnew toinsights ~~screen~~derived from the ~~entire~~Company's ~~Northern~~district-scale ~~Hills~~airborne ~~area~~geophysical ~~for~~survey ~~new~~flown ~~areas~~during the summer of ~~interest~~2020 and ~~additional~~increased ~~targets~~the acreage covered by three of the Company's existing project areas. ~~Management~~At ~~believes~~the west side of the Homestake District, ~~holds~~the ~~exceptional~~Tinton ~~discovery~~property ~~potential~~was extended to the north and itnorthwest isadding ~~the~~approximately ~~Company’s~~1,966 ~~intent~~acres to ~~continue~~the tooriginal ~~consolidate~~claim block. In the ~~Company’s~~central ~~dominant~~region ~~land~~of ~~position~~the ~~and~~District, the West Corridor property was extended west to ~~conduct~~Cleopatra ~~systematic~~Creek ~~exploration~~covering approximately 242 additional acres between Richmond Hill and Wharf gold mines, and the Blind Gold Property was expanded west adding approximately 260 acres immediately north of the ~~district~~Richmond Hill Mine.

AtOn ~~December~~March 318, ~~2020~~2021, ~~and~~the ~~March~~Company ~~31,~~acquired ~~2020,~~39 unpatented lode mining claims covering approximately 806.5 acres at the eastern boundary of the Company’'s ~~mineral~~Tinton ~~properties~~Property. ~~totaled~~Tinton ~~$5,287,116~~was the site of placer mining activity between 1876 and ~~$216~~the turn of the century,~~104,~~ ~~respectively~~the lode source for which has not been discovered. AsOur original Tinton claim block was located based on historic research and exploration conducted by members of ~~December~~our ~~31,~~technical ~~2020,~~team ~~the~~at Homestake Mining Company in the 1980's and 1990's, which suggested a Pre-Cambrian lode source at depth. The latest property acquisition is focussed on additional younger Tertiary-aged gold mineralization in the ~~exploration~~younger ~~stage~~sedimentary and ~~has~~igneous ~~not~~rocks ~~commenced~~covering ~~amortization of~~ the ~~properties~~property.

~~Note~~On ~~4—Notes~~March ~~Payable~~9, 2021, Dakota Territory acquired, by option, 25 patented mining claims covering approximately 307 acres at the eastern boundary of the northern segment of the Company's Ragged Top Property. Two additional unpatented lode claims covering approximately 29 acres were also acquired by staking and added at the north end of the property. The Ragged Top Property has been subject to historic mining operations producing Tertiary-aged gold and silver mineralization primarily from vertical fissures and collapsed breccias within the Paha Sapa limestone unit. The Ragged Top property is located just northwest of the producing Wharf Mine (Coeur Mining) and approximately 3 miles southwest of the former Richmond Hill Mine (Barrick Gold).

JR Resources Corp.

In February 2020, we entered into a $300,000 unsecured promissory note agreement with JR Resources Corp. (“JR”). The note bore interest at 3.0% per year and was due May 5, 2021. In May 2020, JR and the Company entered into an amended and restated promissory note in the amount of $1,450,000, which includes the $300,000 that was advanced in February 2020 and an additional $1,150,000 that was advanced in May 2020. The amended and restated unsecured note bears interest at 0.25% per year, compounded annually, and matures on December 31, 2021. At maturity, the principal amount of the note, together with any accrued but unpaid interest, will be due and payable in cash, provided that, if and to the extent that the Company does not pay this note in cash on the maturity date, then JR will be required to exercise, and will in fact be deemed to have exercised, its right to convert such unpaid portion of the note into shares of Company common stock. The conversion price is $0.15 per share through December 31, 2020 and, thereafter, the lesser of $0.15 per share on the volume weighted average price of Company common stock for the five consecutive trading days immediately preceding the date of such conversion (with a floor of $0.10 per share). The note has customary event of default provisions and, upon an event of default, JR will be required to convert the unpaid portion of the note into the shares of Company common stock, if not paid in cash by the Company.

In connection with the promissory note agreement with JR, the Company granted JR an option to purchase up to 142,566,667 shares of common stock at $0.15 per share in one or more closings on or prior to October 15, 2020. The proceeds from the debt issuance were allocated between the debt instrument and the purchase option based on their estimated relative fair values (management calculated the initial estimated fair values, to be followed up with a third-party valuation). The Company estimated that $1,305,000 of the total proceeds was allocable to the purchase option and recognized through a charge to additional paid-in capital with a corresponding discount on the debt. The debt discount will be amortized to interest expense over the remaining life of the note using the effective interest method.

On October 15, 2020, and as a part of the first closing of our agreement with JR Resources, the promissory note was converted into 9,666,667 shares of the Company’s common stock. In connection with the conversion, the Company recognized the remaining $1,036,849 of unamortized debt discount as interest expense. For the nine and three months ended December 31, 2020, the Company recognized additional interest expense of approximately $1,316,000 and $1,047,000, respectively, related to amortization of debt discount.

Note 5—Line of Credit

The Company executed a Line of Credit with Wells Fargo Bank in California. The Line of Credit allows the Company to borrow up to $47,500. The Line of Credit bears interest at 7.75% per annum, is unsecured, and due on demand. The balance on this Line of Credit at December 31, 2020 was approximately $25,000.

Note 6—Common Stock, Options and Warrants

Our authorized capital stock consists of 300,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 preferred shares with a par value of $0.001 per share.

In June 2020, an option to purchase 1,300,000 shares of common stock was exercised on a cashless basis by our chief financial officer, resulting in the issuance of 1,083,333 shares of common stock.

~~DAKOTA~~Note ~~TERRITORY~~3-Mineral ~~RESOURCES~~Properties, ~~CORP~~continued

~~NOTES~~On TOMay ~~FINANCIAL~~21, ~~STATEMENTS~~2021, the Company purchased surface and mineral title to approximately 213 acres located contiguous to the northwest boundary of the Company's West Corridor Property. The property is located just south of the mineral property Dakota Territory acquired from Deadbroke Mining Company in the Maitland Area in March of 2014, just north of the producing Wharf Mine (Coeur Mining) and just to the south and east of the former Richmond Hill Mine (Barrick Gold). The purchased property is subject to a 2% NSR Royalty held by Homestake Mining Company of California and a buyback right for 51% interest in the property subject to, among other provisions, the establishment of a 1,000,000-ounce reserve and/or inferred resource from one or more deposits located within a one-kilometer area of influence surrounding the property.

~~DECEMBER~~During 31the quarter ended June 30, ~~2020~~2021, the Company purchased an additional 334 acres of patented mining claims.

~~(UNAUDITED)~~In total, the Company currently holds eight brownfield project areas in the district comprised of 976 unpatented claims and a combination of surface and mineral leases covering a total of approximately 19,937 acres. We have not established that any of our projects or properties contain any proven or probable reserves under SEC Industry Guide 7.

~~Note~~As ~~6—Common~~of ~~Stock~~June 30, ~~Options~~2021 and ~~Warrants~~March 31, ~~continued~~2021, the Company's mineral properties totaled $7,357,741 and $5,337,072, respectively. As of June 30, 2021, the Company is in the exploration stage and has not commenced amortization of its properties.

InNote ~~June~~4-Notes ~~2020, a warrant to purchase 500,000 shares of common stock was exercised on a cashless basis by a consultant, resulting in the issuance of 414,844 shares of common stock.~~ Payable

InJR ~~June~~Resources ~~2020, a 5-year option to purchase 150,000 shares of our common stock at an exercise price of $0~~Corp.~~15 were granted to a consultant.~~

In ~~July~~February 2020, ~~warrants~~we toentered ~~purchase~~into a $300,000 unsecured promissory note agreement with JR. The note bore interest at 3.0% per year and was due on May 5, 2020. In May 2020, JR and the Company entered into an amended and restated promissory note in the amount of $1,450,000, which includes the $300,000 ~~shares~~that ofwas ~~our~~advanced ~~common~~in ~~stock~~February ~~were~~2020 ~~exercised~~and ~~for~~an additional $~~330~~1,150,000 bythat ~~investors~~was advanced in May 2020. The amended and restated unsecured note bears interest at 0.25% per year, compounded annually, and matures on December 31, 2021.

InOn ~~July~~October 15, 2020, anand ~~option~~as toa ~~purchase~~part ~~300~~of the first closing of our agreement with JR, the promissory note of $1,450,000 was converted into 2,416,667 shares of the Company's common stock, ~~was~~pursuant ~~exercised~~to ~~for~~its terms. In connection with the conversion, the Company recognized the remaining $241,036,849 of unamortized debt discount as interest expense. For the year ended March 31, 2021, the Company recognized additional interest expense of $1,305,000 byrelated ato ~~consultant~~amortization of the debt discount.

InOn ~~September~~January ~~2020~~20, a2021 ~~warrant~~JR tolent ~~purchase~~the ~~500~~Company $300,000, ~~shares~~on ofan ~~common~~unsecured ~~stock~~basis. ~~was~~On ~~exercised~~the ~~for~~occurrence ~~$50~~of the final closing,~~000~~ ~~from~~the anunpaid ~~investor.~~principal ~~These~~of ~~shares~~the ~~were~~loan ~~issued~~would inbe ~~October~~applied ~~2020~~to the consideration relating to the final close.

In ~~connection~~March ~~with the May 2020 JR note~~2021, the Company ~~provided~~and JR effected the ~~option~~second toand ~~acquire~~final ~~up to 142,566,667 shares of common stock at $0.15 per share. On October 15, 2020, JR exercised the first~~ closing ofunder the option, ~~agreement~~whereby ~~and~~JR acquired 6018,~~000~~225,000 shares of Company common stock for ~~total~~aggregate consideration of $~~9.0 million. JR has the right to purchase up to 72~~10,~~900~~935,000, ~~additional shares of common stock for up to~~ $10,~~935~~635,000 onin orcash ~~prior~~and ~~to February 15~~$300,000 ~~2021.~~upon JRconversion ~~also~~of ~~converted~~ the ~~outstanding~~ principal onamount ~~its~~of ~~convertible~~the promissory note ~~totaling~~issued ~~$1,450,000~~in ~~into~~January ~~9,666,667~~2021. ~~shares~~The offinal ~~common~~closing ~~stock~~resulted ~~(See~~in ~~Note~~a 4change ~~– Notes~~in ~~Payable~~control ~~for~~of ~~additional~~the ~~information)~~Company to JR.

In October 2020, the Company issued 3,000,000 shares valued at $1.32 million to Barrick in connection with the acquisition of the Maitland Gold Property as further described in Note 3 – Mineral Properties.

During the three months ended December 31, 2020, the holders of 7,650,000 common stock option with exercise prices ranging from $0.06 to $0.08 per share, exercised such options for total consideration of $607,000.

During the three months ended December 31, 2020, the holders of 600,000 common stock options with exercise prices of $0.08 per share, exercised such options on a cashless basis for a total of 507,692 shares of common stock.

On November 13, 2020, the Company declared a special cash dividend of $0.055 per common share, payable January 4, 2021 to holders of record on December 22, 2020. As of the date thereof, there were 150,181,631 shares of common stock issued and outstanding and common stock options to purchase 1,800,000 shares of common stock; holders of 72,666,667 shares of common stock have contractually relinquished and waived their right to receive this special cash dividend. As of December 31, 2020, the cash dividend totaling $4,357,246 is being held in escrow and is presented under restricted cash and dividend payable in the accompanying balance sheet.

At December 31, 2020, there were 151,889,323 shares of our common stock outstanding.

Common Stock Options and Warrants

A summary of the Company's stock option activity and related information for the period ended December 31, 2020 is as follows:

	Options		Price Range	Weighted Average Remaining Life (Years)
Outstanding March 31, 2020	7,950,000	$	0.08	4.40
Granted	2,200,000		0.08	4.11
Cancelled/Expired	-		-	-
Exercised	(9,850,000)		0.08	4.37
Outstanding and exercisable December 31, 2020	300,000	$	0.08	2.69

~~DAKOTA~~Note ~~TERRITORY~~5-Property ~~RESOURCES~~and ~~CORP~~Equipment

~~NOTES~~As TOof ~~FINANCIAL~~June ~~STATEMENTS~~30, 2021 and March 31, 2021, the Company's property and equipment consists of the following:

DECEMBER 31, 2020

	Estimated Useful Life (Years)		June 30, 2021			March 31, 2021

Land		$	70,000		$	70,000
Building	39		543,549			503,711
Furniture and equipment	3 - 5		398,006			330,125
Vehicle	5		32,899			-
			1,044,454			903,836
Less accumulated depreciation			(60,753	)		(33,092	)
Property and equipment, net		$	983,701		$	870,744

~~(UNAUDITED)~~Depreciation expense for the three months ended June 30, 2021 and 2020, was $27,661 and $0, respectively.

Note 6~~—Common~~-Shareholders' ~~Stock, Options and Warrants, continued~~Equity

ACommon ~~summary of the Company's stock warrant activity and related information for the period ended December 31, 2020 is as follows:~~Stock

	Warrants		Price Range	Weighted Average Remaining Life (Years)
Outstanding March 31, 2020	4,300,000	$	0.10	1.99
Granted	-		-	-
Cancelled/Expired	-		-	-
Exercised	(4,300,000)		0.10	-
Outstanding and exercisable December 31, 2020	-	$	-	-

Our authorized capital stock consists of 75,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 preferred shares with a par value of $0.001 per share.

On June 23, 2021, the Company issued 2,311,000 shares of common stock at a price of $4.50 per Common Share, for gross proceeds of $10,399,500, in connection with the initial tranche of a non-brokered private placement (“Private Placement”). As of June 30, 2021, the Company had received $6,496,034 in connection with the second tranche of the Private Placement, as further discussed in Note 7. –The ~~Subsequent~~related ~~Events~~1,443,563 shares of common stock were not issued until July 2021.

OnDuring ~~January~~the 4three months ended June 30, 2021, the Company ~~purchased~~also anissued ~~office~~(i) ~~building~~224,005 ~~located~~shares atof ~~141~~common ~~Glendale~~stock ~~Dr.,~~valued ~~Lead~~at $1,119,467 ~~South~~for ~~Dakota~~investment ~~57754~~in tomineral ~~serve~~properties as(see ~~the~~Note ~~Company’s~~3 ~~new~~for ~~corporate~~further ~~headquarters.~~discussion), ~~The~~(ii) ~~cash~~45,563 shares ~~purchase~~of ~~price~~common stock valued at $223,259 for a settlement of ~~the~~debt ~~building~~(see Note 2 for further discussion), ~~furniture~~and (iii) 1,450,000 ~~fixtures~~shares ~~and~~of ~~other~~common ~~property~~stock ~~was~~valued ~~approximately~~at $~~755~~7,~~000.~~177,500 ~~The~~as ~~building~~bonus shares to directors, ~~built~~employees inand consultants to the ~~1890’s~~Company. asFor athe ~~railroad~~three ~~roundhouse~~months ending June 30, ~~was~~2021, ~~completely~~the ~~renovated~~share-based ~~between~~compensation ~~2000~~expense ~~and~~for ~~2010~~the ~~and~~bonus isshares ~~approximately~~was 13allocated $1,~~500~~361,250 ~~square~~to ~~feet~~exploration ~~with~~costs ~~mixed~~and ~~use~~$5,816,250 ~~office~~to general and ~~retail~~administrative expenses.

OnDuring ~~January 20, 2021,~~ the ~~Company~~three ~~entered~~months ~~into~~ended aJune ~~note payable with JR in the amount of $300~~30,~~000~~ ~~for additional working capital. The note does not bear interest and is due and payable in cash on December 31~~2020, ~~2021. However, upon~~ the ~~occurrence of a change in control of the~~ Company ~~pursuant~~issued ~~to the May 2020 agreement~~374,544 ~~the~~shares ~~unpaid principal amount~~ of ~~the~~common ~~loan~~stock ~~outstanding~~upon atcashless ~~the~~exercise ~~time~~ of ~~such~~stock ~~change~~options ~~in control closing shall be applied to~~ and ~~considered an investment amount paid by JR~~warrants.

OnAt ~~January~~June 2630, 2021, ~~the~~there ~~Company~~were ~~announced the acquisition of 158 unpatented lode mining claims covering approximately 2~~60,740 acres. The acquisition was based on continuing analysis of the Company’s historic data sets coupled with new insights derived from the Company’s district-scale airborne geophysical survey flown during the summer of 2020. At the west side of the Homestake District227,899 ~~the~~shares ~~Tinton property was extended to the north and northwest adding approximately 1,966 acres to the original claim block. In the central region~~ of ~~the~~our ~~District,~~common ~~the~~stock West Corridor property was extended west to Cleopatra Creek covering approximately 275 additional acres between Richmond Hill and Wharf gold mines, and the Blind Gold Property was further expanded west, adding approximately 499 acres immediately north of the Richmond Hill Mineoutstanding.

OnCommon ~~February~~Stock 2Options, ~~2021,~~Restricted ~~the~~Stock ~~Company~~Units ~~announced the hiring of Mark Rantapaa to fill the position of Manager of Black Hills Operations. Mr. Rantapaa is responsible for the conduct of all of the Company’s exploration~~ and mining activities in the Black Hills and has been charged with development of policy and programs necessary to the achievement of Dakota Territory’s goals for excellence in health, safety and environmental performance. Warrants

On March 11, 2021, the Company's board of directors adopted a plan entitled the "2021 Stock Incentive Plan." The 2021 Stock Incentive Plan has a total of 6,250,000 Common Shares available to award to the Company's directors, executive officers and consultants. As of June 30, 2021, a total of 2,378,750 shares of our common stock remained available for future grants under the 2021 Stock Incentive Plan.

On January 25, 2015, the Company's board of directors adopted a plan entitled the "2015 Omnibus Incentive Plan." The 2015 Omnibus Incentive Plan is no longer in effect and no further securities will be issued under the 2015 Omnibus Incentive Plan, other than in respect of 75,000 common stock purchase options that remain outstanding.

~~Item~~Note 2.6-Shareholders' ~~Management’s~~Equity, ~~Discussion and Analysis of Financial Condition and Results of Operations~~continued

~~You~~Outstanding ~~should~~stock ~~read~~options under the ~~following~~2021 ~~discussion~~Stock ~~and~~Incentive ~~analysis~~Plan have a term of ~~our~~five ~~financial~~years. ~~condition~~Outstanding ~~and~~stock ~~results~~options ofgranted ~~operations~~to ~~together~~third-party ~~with~~service ~~our~~providers ~~financial~~generally ~~statements~~vest ~~and~~over ~~related~~the ~~notes~~period ~~appearing~~of ~~elsewhere~~the incontract, ~~this~~which ~~quarterly~~is ~~report.~~typically ~~This~~one ~~Quarterly~~year. ~~Report~~The onCompany ~~Form~~recognized 10stock-Qbased ~~may~~compensation ~~also~~related ~~contain~~to ~~statistical~~issuance ~~data~~of ~~and~~stock ~~estimates~~options wetotaling ~~obtained~~$3,056,515 ~~from~~($501,890 ~~industry~~being ~~publications~~allocated ~~and~~to ~~reports~~exploration ~~generated~~costs byand ~~third~~$2,554,625 ~~parties.~~and ~~Although~~being weallocated ~~believe~~to ~~that~~administrative expenses) during the ~~publications~~three ~~and~~months ~~reports~~ended ~~are~~June ~~reliable~~30, we2021. ~~have~~No ~~not~~stock-based ~~independently~~compensation ~~verified~~was ~~their~~recognized ~~data~~by the Company during the three months ended June 30, 2020.

~~Forward-Looking~~On ~~Statements~~May 17, 2021, the Company granted 2,071,250 options to officer, directors and consultants. A summary of the Company's stock option activity and related information for the period ended June 30, 2021 is as follows:

This Quarterly Report on Form 10-Q and the exhibits attached hereto contain “forward-looking statements”. Such forward-looking statements concern our anticipated results and developments in our operations in future periods, planned exploration and development of our properties, plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q, include, but are not limited to:

	Shares		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (In Years)		Aggregate Intrinsic Value

Outstanding as of March 31, 2021	825,000	$	1.77	4.61	$	2,661,000
Options granted	2,071,250		4.76	4.88		497,100

Outstanding as of June 30, 2021	2,896,250	$	3.91	4.80	$	3,158,100

Options exercisable as of June 30, 2021	765,417	$	4.32	3.84

·During the ~~progress~~three months ended June 30, ~~potential~~2021, ~~and~~we ~~uncertainties~~estimated the fair value of ~~our~~each ~~2020-2021~~stock ~~exploration~~option ~~program~~to athave ~~our~~a ~~properties~~weighted ~~located~~average ingrant ~~the~~date ~~Homestake~~fair ~~District~~value of $3.39 per share on the date of grant using a Black ~~Hills~~Scholes valuation model. The weighted-average assumptions used to calculate the grant date fair value were as follows: exercise price of ~~South~~$4.76, ~~Dakota~~risk-free (interest rate of 0.95%, estimated volatility of 90%, dividend yield of 0%, and expected life of 5 years. As at June 30, 2021 the ~~“Project”);~~ unrecognized compensation cost related to unvested options was $4,963,034.

·On June 4, 2021 the ~~success~~Company issued 1,050,000 restricted stock units ("RSU's") with a grant date fair value of ~~getting~~$4.95 ~~the~~per ~~necessary~~share ~~permits~~to certain directors, officers, employees and consultants vesting on June 4, 2022. The share-based compensation expense for ~~future~~the ~~drill~~RSU's ~~programs~~will be amortized monthly and ~~future~~allocated ~~project~~to exploration; costs and general and administrative expenses. For the three months ending June 30, 2021, $52,890 and $317,343 were allocated to exploration costs and general and administrative expenses, respectively.

~~·expectations~~There ~~regarding~~were ~~the~~no ~~ability~~warrants tooutstanding ~~raise~~as ~~capital~~of ~~and~~June to30, ~~continue~~2021 ~~our~~and ~~exploration~~March ~~plans~~31, ~~on our properties; and~~ 2021.

~~·plans~~Note ~~regarding~~7-Subsequent ~~anticipated expenditures at the Project.~~ Events

~~Forward-looking~~On ~~statements~~August ~~are~~2, ~~subject~~2021, tothe Company entered into a ~~variety~~series of ~~known~~substantially similar subscription agreements pursuant to which the Company issued and ~~unknown~~sold ~~risks~~to certain investors, ~~uncertainties~~in ~~and~~the ~~other~~final ~~factors~~tranche ~~which~~of ~~could~~the ~~cause~~Private ~~actual~~Placement, ~~events~~an oraggregate ~~results~~of to120,550 ~~differ~~common ~~from~~shares ~~those~~at ~~expressed~~a orprice ~~implied~~of by$4.50 per share, for gross proceeds of $542,475. In aggregate with the ~~forward-looking~~first ~~statements~~tranche issuance of 2,311,000 ~~including~~common shares for gross proceeds of $10,399,500, ~~without~~and ~~limitation:~~the second tranche issuance of 8,734,611 common shares for $39,305,749.50, the Company issued a total of 11,166,161 common shares for total gross proceeds of $50,247,724.50.

~~·risks~~Robert ~~associated~~Quartermain, ~~with~~a ~~lack~~director ofand ~~defined~~Co-Chair ~~resources~~of ~~that~~the ~~are~~Company, ~~not~~purchased ~~SEC~~50,000 ~~Guide~~common 7shares ~~Compliant~~in ~~Reserves,~~the ~~and~~Private ~~may never be;~~ Placement.

~~·risks associated with our history of losses and need for additional financing;~~ 14

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

~~·risks~~You ~~associated~~should read the following discussion and analysis of our financial condition and results of operations together with our ~~limited~~financial ~~operating~~statements ~~history;~~ and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q may also contain statistical data and estimates we obtained from industry publications and reports generated by third parties. Although we believe that the publications and reports are reliable, we have not independently verified their data.

~~·risks~~Forward-Looking ~~associated with our properties all being in the exploration stage;~~ Statements

~~·risks~~This ~~associated~~Quarterly ~~with~~Report on Form 10-Q and the exhibits attached hereto contain "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern our ~~lack~~anticipated results and developments of ~~history~~our operations in ~~producing~~future ~~metals~~periods, ~~from~~planned exploration and development of our properties; , plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "plans", "estimates" or "intends", the negatives thereof, variations thereon and similar expressions or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q, include, but are not limited to:

~~·risks~~the ~~associated~~progress, ~~with~~potential and uncertainties of our ~~need~~exploration ~~for~~program ~~additional~~at ~~financing~~our toproperties ~~develop~~located ain ~~producing~~the ~~mine,~~Homestake ifDistrict ~~warranted~~of the Black Hills of South Dakota (the "Project");
~~·risks~~the ~~associated~~success ~~with~~of ~~our~~getting ~~exploration~~the ~~activities~~necessary ~~not~~permits ~~being~~for ~~commercially~~future ~~successful~~drill programs and future project exploration;
~~·risks~~expectations ~~associated~~regarding ~~with~~the ~~ownership~~ability ofto ~~surface~~raise ~~rights~~capital atand to continue our ~~Project~~exploration plans on our properties; and
~~·risks~~plans ~~associated~~regarding ~~with~~anticipated ~~increased~~expenditures ~~costs~~at ~~affecting~~the ~~our financial condition;~~ Project.

~~·risks~~Forward-looking ~~associated~~statements ~~with~~are subject to a ~~shortage~~variety of ~~equipment~~known and ~~supplies~~unknown ~~adversely~~risks, ~~affecting~~uncertainties ~~our~~and ~~ability~~other factors which could cause actual events or results to ~~operate;~~ differ from those expressed or implied by the forward-looking statements, including, without limitation:

·risks associated with ~~mining~~the ~~and~~Merger ~~mineral~~(as ~~exploration~~defined ~~being inherently dangerous~~herein);
·risks associated with ~~mineralization~~lack ~~estimates~~of defined resources that are not SEC Guide 7 Compliant Reserves, and may never be;
·risks associated with ~~changes~~our inhistory ~~mineralization~~of ~~estimates~~losses ~~affecting~~and ~~the~~need ~~economic~~for ~~viability~~additional ~~of our properties~~financing;
·risks associated with ~~uninsured~~our ~~risks~~limited operating history;
14risks associated with our properties all being in the exploration stage;
·risks associated with ~~mineral~~our ~~operations~~lack ~~being~~of ~~subject~~history toin ~~market~~producing ~~forces~~metals ~~beyond~~from our ~~control~~properties;
·risks associated with ~~fluctuations~~our inneed ~~commodity~~for ~~prices~~additional financing to develop a producing mine, if warranted;
·risks associated with ~~permitting,~~our ~~licenses~~exploration ~~and~~activities ~~approval~~not ~~processes~~being commercially successful;
·risks associated with ~~the~~ownership ~~governmental~~of ~~and~~surface ~~environmental~~rights ~~regulations~~at our Project;
·risks associated with ~~future~~increased ~~legislation~~costs ~~regarding~~affecting ~~the~~our ~~mining~~financial ~~industry and climate change~~condition;
·risks associated with ~~potential~~a ~~environmental~~shortage ~~lawsuits~~of equipment and supplies adversely affecting our ability to operate;
·risks associated with ~~our~~mining ~~land~~and ~~reclamation~~mineral ~~requirements~~exploration being inherently dangerous;
·risks associated with ~~gold~~mineralization ~~mining presenting potential health risks~~estimates;
·risks ~~related~~associated towith ~~title~~changes in mineralization estimates affecting the economic viability of our properties;
·risks ~~related~~associated towith ~~competition~~uninsured ~~in the gold mining industries~~risks;
·risks ~~related~~associated with mineral operations being subject to ~~economic~~market ~~conditions~~forces beyond our control;
·risks ~~related~~associated towith ~~our~~fluctuations ~~ability~~in tocommodity ~~manage growth~~prices;
·risks ~~related~~associated towith ~~the~~permitting, ~~potential~~licenses ~~difficulty of attracting~~ and ~~retaining~~approval ~~qualified personnel~~processes;
·risks ~~related~~associated towith ~~our~~the ~~dependence~~governmental onand ~~key~~environmental ~~personnel~~regulations;
·risks ~~related~~associated towith ~~our~~future ~~United~~legislation ~~States~~regarding ~~Securities~~the ~~and~~mining ~~Exchange~~industry ~~Commission~~and ~~(the~~climate ~~“SEC”) filing history~~change; ~~and~~
·risks ~~related~~associated towith ~~our~~potential ~~securities.~~ environmental lawsuits;
~~This~~risks ~~list~~associated iswith ~~not exhaustive of the factors that may affect~~ our ~~forward-looking~~land ~~statements.~~reclamation Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by law, we disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking statements contained in this Quarterly Report by the foregoing cautionary statements.requirements;
~~This~~risks ~~Management’s~~associated ~~Discussion and Analysis should be read in conjunction~~ with ~~our~~gold ~~financial~~mining ~~statements~~presenting ~~and~~potential ~~notes~~health thereto as set forth herein. Readers are also urged to carefully review and consider the various disclosures made by us, which attempt to advise interested parties of the factors which affect our business, including without limitation, the disclosures made under “Risk Factors” of our most recent Form 10-K.risks;
~~Our~~risks ~~unaudited~~associated ~~financial statements are stated in United States dollars and are prepared in accordance~~ with ~~United~~the ~~States~~COVID-19 ~~generally accepted accounting principles.~~pandemic;
Since we are an exploration stage company and have not generated revenues to date, our business is subject to numerous contingencies and risk factors beyond our control, including exploration and development risks, ~~competition~~associated ~~from~~with ~~well-funded~~cybersecurity ~~competitors,~~ and ~~our ability to manage growth.~~cyber-attacks;
15risks related to title in our properties;
~~Overview~~risks related to competition in the gold and silver mining industries;
~~Our~~risks ~~goal~~related is to ~~create~~economic shareholder value through the acquisition, responsible exploration and future development of high caliber gold properties in the Black Hills of South Dakota. Our management and technical teams have more than 50 combined years of mining and exploration experience in the Black Hills with Homestake Mining Company, which we believe has uniquely positioned Dakota Territory to leverage our direct experience and knowledge of past exploration endeavors to focus our programs at the point where Homestake Mining Company left off in the 1990’s. conditions;

We believe that the Black Hills of South Dakota has yielded approximately 44.6 million ounces of gold production from a 100 square mile area known as the Homestake District. Despite the gold endowment of the area, we believe the District is generally underexplored and lacks a concerted effort to search for gold under the cover of younger sedimentary and igneous rocks that dominate the surface. The Black Hills of South Dakota is a safe low-cost jurisdiction with well-developed mining infrastructure and is a jurisdiction in which regulatory authorities have consistently demonstrated a willingness to work with responsible operators to permit well-planned compliant projects. 15

~~Since~~risks ~~2012,~~related weto ~~have consistently pursued a strategy of expanding~~ our ~~portfolio~~ability ~~of brownfields exploration properties located exclusively within the Homestake District~~ to ~~build~~manage a dominant land position with the goal of consolidating the remaining mineral potential. Our property acquisitions have been based on our past exploration experiences, the extensive data sets we have assembled over the past 8 years, and new research the Company has conducted on the gold system that created the District. Dakota Territory currently holds eight brownfield exploration project areas in the district comprised of unpatented claims and a combination of surface and mineral leases covering a total of approximately 18,182 mineral acres. We have not established that any of our projects or properties contain any proven or probable reserves under SEC Industry Guide 7.growth;
Onrisks ~~March~~related ~~6, 2020, the Company acquired 65 unpatented lode mining claims covering approximately 1,152 acres in the Homestake District of the Black Hills of South Dakota. The property is contiguous~~ to the ~~Company's~~potential ~~Blind~~difficulty ~~Gold Property and is the subject to historic prospecting activity that we believe suggests the occurrence~~ of ~~gold~~attracting and~~/or~~ ~~silver~~retaining ~~mineralization~~qualified at multiple locales on the property. We believe that the property is also a target for Pre-Cambrian Homestake style gold mineralization under the younger cover rocks based on the Company’s projections of the Homestake stratigraphic sequence (Ellison, Homestake, and Poorman Formations) and inversion modeling of geophysical survey data completed by our technical team in late 2018. personnel;
Onrisks ~~May~~related ~~18,~~to ~~2020,~~our ~~the~~dependence ~~Company increased its land holdings in the Black Hills through the staking of 70 unpatented lode mining claims covering approximately 1,120 acres located~~ on ~~the~~key western margin of the structural corridor that extends north of the Homestake Gold Mine. The West Corridor property is located just south of the mineral property Dakota Territory acquired from Deadbroke Mining Company in the Maitland Area in March of 2014, just north of the producing Wharf Mine (Coeur Mining) and just to the south and east of the former Richmond Hill Mine (Barrick Gold). We believe that the Property is a target for both Homestake Iron Formation hosted gold mineralization under the cover of younger sedimentary and igneous rocks that also host tertiary-aged replacement gold and silver mineralization in the area.personnel;
Inrisks ~~May~~related ~~2020, the Company entered into an agreement with JR Resources Corp. (“JR”) whereby JR loaned the Company an aggregate of $1,450,000 and the Company granted JR the right~~ to ~~purchase~~our upSEC tofiling ~~142,566,667~~history; ~~shares of common stock at $0.15 per share in one or more closings on or prior to October 15, 2020 (“Agreement”). On October 15, 2020, the Company~~ and JR effected the first closing under this Agreement whereby JR purchased 69,666,667 shares of the Company’s common stock for aggregate consideration of $10,450,000, including $9,000,000 in cash and $1,450,000 upon conversion of the principal amount of the May 2020 promissory note. Additionally, the Company and JR entered into an amending agreement on October 15, 2020 (“Amending Agreement”) whereby (i) it was agreed to extend the balance of the May 2020 purchase right until February 15, 2021, which will allow JR the option to purchase up to an additional 72,900,000 shares of common stock for up to an additional $10,935,000, and (ii) the Company created two director vacancies and agreed to allow for two JR nominees to be appointed, of which Alex Morrison was appointed as a director to fill one vacancy.
Onrisks ~~July~~related 23, 2020, the Company announced that it had substantially increased its land holdings in the Black Hills of South Dakota through the staking of 166 unpatented lode mining claims covering approximately 3,152 acres located immediately north and adjacent to ~~the~~our ~~Company’s City Creek Property~~securities. The project area was first expanded in 2018 on the basis of inversion modeling of historical geophysical survey data. Subsequent reconnaissance and preliminary analysis of the Company’s new geophysical data provided evidence of underlying shear fabric on a similar orientation with the productive structural corridor north of the Homestake Mine.

16This list is not exhaustive of the factors that may affect our forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by law, we disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking statements contained in this Quarterly Report on Form 10-Q by the foregoing cautionary statements.

OnThis ~~September~~management's ~~15,~~discussion ~~2020,~~and ~~the~~analysis ~~Company~~should ~~increased~~be ~~its~~read ~~land holdings~~ in ~~the~~conjunction ~~Homestake~~with ~~District~~our offinancial ~~the~~statements Black Hills of South Dakota through the staking of 50 unpatented lode mining claims covering approximately 840 acres at the historic Ragged Top Gold Camp. Tertiary-aged gold mineralization in the Ragged Top area is hosted primarily in the Paha Sapa Limestone formation and ~~has~~notes ~~been~~thereto ~~mined~~as ~~from~~set ~~both~~forth ~~vertical fissures called “Verticals” and from collapsed breccias~~herein. ~~The~~Readers ~~Company’s~~are ~~Ragged~~also ~~Top~~urged ~~property~~to ~~acquisition~~carefully isreview ~~located just northwest of the producing Wharf Mine (Coeur Mining)~~ and ~~approximately~~consider ~~3 miles southwest of~~ the ~~former~~various ~~Richmond~~disclosures ~~Hill~~made ~~Mine~~by ~~(Barrick~~us, ~~Gold).~~which ~~Dakota~~attempt ~~Territory believes the Property~~ to beadvise aninterested ~~excellent~~parties ~~prospect~~of ~~for~~the ~~additional~~factors ~~tertiary-aged~~which ~~limestone~~affect ~~hosted~~our ~~gold~~business, ~~mineralization~~including ~~and~~without ~~for~~limitation, ~~tertiary-aged gold and silver replacement mineralization in~~ the ~~preferred~~disclosures ~~Deadwood~~made ~~formation host that lies~~ under ~~the~~"Risk ~~cover~~Factors" of ~~the~~our ~~limestone~~most ~~that~~recent ~~dominates~~Form ~~the surface exposure~~10-K.

OnOur ~~October~~unaudited ~~23,~~financial ~~2020,~~statements weare ~~closed~~stated ~~the purchase of the Maitland Gold Property~~ in ~~the~~United ~~Black~~States ~~Hills~~dollars of South Dakota from Homestake Mining Company of California, a wholly owned subsidiary of Barrick Gold Corporation (“Barrick”), for total consideration of $4.82 million, comprised of $3.5 million cash and ~~the~~are ~~issuance~~prepared ofin 3accordance ~~million~~with ~~shares~~United ofStates ~~Company~~generally ~~common~~accepted ~~stock~~accounting ~~valued at $0~~principles.44 per share, or $1.32 million. Additionally, Barrick will retain a 2.5% net smelter returns royalty on the property. The 2,112 mineral-acre Maitland acquisition will secure an important component of the Company’s strategy for the structural corridor that extends from the Homestake Gold Mine to the Company’s Blind Gold Property at the northern end of the Black Hills District.

OnSince ~~November~~we ~~30,~~are ~~2020,~~an ~~the~~exploration ~~Company~~stage ~~announced~~company ~~the~~and ~~acquisition~~have ofnot 64generated ~~unpatented~~revenues ~~lode~~to ~~mining claims covering approximately 1~~date,~~092~~ ~~acres~~our ~~located~~business ~~south~~is ~~and~~subject to ~~the~~numerous ~~west~~contingencies of the former Homestake Gold Mine. The Poorman Anticline Property covers the southwestern-most extension of the Homestake iron-formation host in the district. Gold mineralization was discovered underground on the 2600 and ~~4100~~risk ~~foot~~factors ~~levels~~beyond inour ~~the~~control, ~~far~~including ~~western~~exploration ~~extents of the Homestake Mine in the 1950's~~ and ~~60’s~~development ~~with~~risks, ~~little~~competition ~~known~~from ~~historic follow~~well-upfunded ~~exploration~~competitors, ~~in the Poorman Anticline closer to surface. Dakota Territory’s targeting in the Poorman Anticline is based on the presence of the Homestake iron-formation host~~ and ~~projected~~our ~~intersections~~ability ~~with important shear fabric that is known~~ to ~~have~~manage ~~conducted fluids necessary to the deposition of gold mineralization in the northern extents of the structural corridor~~growth.

In August 2020, we completed a broad high definition airborne geophysical survey to enhance our current drill targets, as well as to screen other areas of interest within the district. We plan to conduct additional field sampling /mapping programs and to continue to locate additional targets to add to our extensive data sets. We expect in the near future to complete site preparations and to conduct our first drill program on the Paleoplacer Property. Additionally, we plan to complete additional property acquisitions, and the commencement of preliminary permit work for the Blind Gold and City Creek and Tinton Properties.Overview

OnOur ~~January~~goal 4,is ~~2021,~~to ~~the~~create ~~Company~~shareholder ~~purchased~~value anthrough ~~office~~the ~~building~~acquisition, ~~located~~responsible atexploration ~~141~~and ~~Glendale~~future ~~Dr.,~~development ~~Lead,~~of ~~South~~high ~~Dakota~~caliber ~~57754~~gold toproperties ~~serve~~in as the ~~Company’s~~Black ~~new~~Hills ~~corporate~~of ~~headquarters~~South Dakota. ~~The~~Our ~~cash~~management ~~purchase~~and ~~price~~technical ofteams ~~the~~have ~~building,~~more ~~furniture,~~than ~~fixtures~~50 combined years of mining and ~~other~~exploration ~~property~~experience ~~was~~in ~~approximately~~the ~~$755,000.~~Black ~~The~~Hills ~~building~~with Homestake Mining Company, ~~built~~which inwe ~~the~~believe ~~1890’s~~has asuniquely apositioned ~~railroad~~Dakota ~~roundhouse,~~Territory ~~was~~to ~~completely~~leverage ~~renovated~~our ~~between~~direct ~~2000~~experience and ~~2010~~knowledge ~~and~~of ispast ~~approximately~~exploration ~~13,500~~endeavors ~~square~~to ~~feet~~focus ~~with~~our ~~mixed~~programs ~~use~~at ~~office~~the ~~and~~point ~~retail~~where ~~space~~Homestake Mining Company left off in the 1990's.

OnThe ~~January~~Black ~~26,~~Hills ~~2021, the Company announced the acquisition~~ of ~~158~~South ~~unpatented~~Dakota ~~lode~~has ~~mining~~yielded ~~claims covering~~ approximately ~~2,740 acres~~44.6 ~~The~~million ~~acquisition~~ounces ~~was based on continuing analysis~~ of ~~the~~gold ~~Company’s~~production ~~historic data sets coupled with new insights derived~~ from the ~~Company’s~~100 ~~district-scale~~square ~~airborne~~mile ~~geophysical~~area ~~survey~~known ~~flown~~as ~~during~~ the ~~summer~~Homestake ~~of 2020~~District. AtDespite the ~~west~~gold ~~side~~endowment of the ~~Homestake District~~area, ~~the~~we ~~Tinton~~believe ~~property~~the ~~was~~District ~~extended~~is togenerally ~~the~~underexplored ~~north~~ and ~~northwest~~lacks ~~adding~~a ~~approximately~~concerted ~~1,966~~effort ~~acres~~ to ~~the~~search ~~original~~for ~~claim~~gold ~~block.~~under In the ~~central~~cover ~~region~~ of ~~the~~younger ~~District,~~sedimentary ~~the~~and ~~West~~igneous ~~Corridor~~rocks ~~property~~that ~~was~~dominate ~~extended~~the ~~west~~surface. toThe ~~Cleopatra~~Black ~~Creek~~Hills ~~covering~~of ~~approximately~~South ~~275~~Dakota ~~additional~~is ~~acres~~a ~~between~~safe ~~Richmond~~low-cost ~~Hill~~jurisdiction ~~and~~with ~~Wharf~~well-developed ~~gold~~mining ~~mines,~~infrastructure and ~~the~~is ~~Blind~~a ~~Gold~~jurisdiction ~~Property~~in ~~was~~which ~~further~~regulatory ~~expanded~~authorities ~~west,~~have ~~adding~~consistently ~~approximately~~demonstrated ~~499~~a ~~acres~~willingness ~~immediately~~to ~~north~~work ofwith ~~the~~responsible ~~Richmond~~operators ~~Hill~~to ~~Mine.~~permit well-planned compliant projects.

OnSince ~~February 2~~2012, ~~2021,~~we ~~the~~have ~~Company~~consistently ~~announced~~pursued ~~the~~a ~~hiring~~strategy of ~~Mark~~expanding ~~Rantapaa~~our toportfolio ~~fill the position~~ of ~~Manager~~brownfields ofexploration ~~Black~~properties ~~Hills~~located ~~Operations.~~exclusively ~~Mr.~~within ~~Rantapaa is responsible for~~ the ~~conduct~~Homestake ofDistrict ~~all~~to ofbuild ~~the~~a ~~Company’s~~dominant ~~exploration~~land ~~and~~position ~~mining~~with ~~activities in~~ the ~~Black~~goal ~~Hills and has been charged with development~~ of ~~policy~~consolidating ~~and programs necessary to~~ the ~~achievement~~remaining ofmineral ~~Dakota~~potential. ~~Territory’s~~Our ~~goals~~property ~~for~~acquisitions ~~excellence~~have inbeen ~~health,~~based ~~safety~~on ~~and~~our ~~environmental~~past ~~performance.~~exploration ~~Mr.~~experiences, ~~Rantapaa was born and raised in~~ the ~~Black~~extensive ~~Hills~~data ofsets ~~South~~we ~~Dakota~~have ~~and~~assembled ~~holds~~over athe ~~BSc~~past in8 ~~Geological Engineering from SDSM&T~~years, ~~where~~and henew ~~has~~research ~~also~~we ~~served~~have asconducted aon ~~member of~~ the ~~University’s~~gold ~~Mining~~system ~~Industrial~~that ~~Advisory~~created ~~Board.~~the MrDistrict. ~~Rantapaa~~We ~~has~~currently ~~broad~~hold ~~technical~~eight ~~and~~exploration ~~management~~properties ~~experience~~covering ~~gained~~a ~~through~~total ~~his 27-year career with Barrick Gold Corporation in Nevada where he served in various roles~~ of ~~increasing~~approximately ~~responsibility~~19,604 ~~including~~mineral ~~Open Pit Technical Services Superintendent and Operations Superintendent at the Goldstrike Mine and Mine Manager at the Cortez Mine~~acres. ~~Mr.~~We ~~Rantapaa~~have ~~also~~not ~~held~~established ~~the~~that ~~Corporate~~any ~~position~~ of ~~Director~~our ofprojects ~~Safety~~or ~~and~~properties ~~Health~~contain ~~before~~any ~~moving~~proven toor ~~McEwen~~probable ~~Mining~~reserves ~~where~~under heSEC ~~served~~Industry asGuide ~~Mine Manager and General Manager at the Gold Bar Mine~~7.

~~Liquidity~~Planned ~~and Capital Resources~~Activities

AsOur ofplanned ~~December~~activities ~~31,~~during ~~2020,~~fiscal we2022 ~~had~~are afocussed ~~working~~on ~~capital~~advancing ~~surplus of approximately $81,000 and~~ our ~~accumulated deficit as of December 31~~Maitland, ~~2020~~Blind ~~was approximately $7~~Gold,~~793,000.~~ WeCity ~~had~~Creek aand ~~net~~Tinton ~~loss~~gold ~~for~~exploration ~~the~~properties ~~quarter~~and ~~ended~~to ~~December~~continue ~~31,~~to ~~2020~~build ofon ~~approximately~~our ~~$1,296,000.~~overall ~~Our~~property ~~cash~~ position asin ofthe ~~December~~Homestake ~~31,~~District ~~2020 was approximately $1,346,000 and we had approximately $4,357,000~~ of ~~restricted~~the ~~cash~~Black ~~held~~Hills ~~in escrow for payment~~ of aSouth ~~special dividend declared in November 2020~~Dakota.

17We continue to model data acquired by our broad high definition airborne geophysical survey to enhance our current drill targets, as well as to screen other areas of interest within the district. We have budgeted for several field sampling/mapping programs and to continue to locate and add historic information to our extensive data sets. We have planned to complete site preparations and to conduct our first drill program on the deep Maitland iron-formation target and other tertiary-replacement targets in the Maitland area. Additionally, our budget provides for the commencement of necessary permit work for the Blind Gold, Tinton and City Creek Properties and provides for our general operating expenses and the maintenance of the Company's mining claims and leases.

In May 2020, we entered into an Agreement with JR whereby JR loaned the Company an aggregate of $1,450,000 and the Company granted JR the right to purchase up to 142,566,667 shares of common stock at $0.15 per share in one or more closings on or prior to October 15, 2020. On October 15, 2020, the Company and JR effected the first closing under this Agreement whereby JR purchased 69,666,667 shares of Company common stock for aggregate consideration of $10,450,000, including $9,000,000 in cash and $1,450,000 upon conversion of the principal amount of the May 2020 promissory note. Additionally, the Company and JR entered into an Amending Agreement on October 15, 2020 whereby it was agreed to extend the balance of the May 2020 purchase right until February 15, 2021, which will allow JR the option to purchase up to an additional 72,900,000 shares of common stock for up to an additional $10,935,000 in one or more closings from the Company. Each closing is subject to negotiation of closing deliverables and satisfaction of closing conditions to be mutually agreed upon by the Company and JR, including agreement on how the proceeds will be utilized. There is no assurance that closing deliverables will be agreed upon and that any subsequent closing will occur, as JR is not obligated to purchase any shares.16

During the balance of our fiscal year ending March 31, 2021, we plan to continue to pursue field programs, geophysical surveys, and effect land acquisitions. The timing of these expenditures is dependent upon a number of factors, including the availability of sufficient financing. We estimate that general and administrative expenses during the balance of our current fiscal year ending March 31, 2021 will be approximately $200,000 to include payroll, legal and accounting services and other general and administrative expenses necessary to conduct our operations.

Table: Fiscal Year 2022 Proposed Exploration Expenditures (millions)
General & administrative	$ 3.4
Drilling, Field programs/Met Testing/Data Compilation	$ 6.2
Property Acquisition	$ 3.8
TOTAL	$13.4

WeSince ~~currently~~we are an exploration stage company and have nonot ~~employees.~~generated ~~Our~~revenues ~~management~~to date, ~~all~~our ofcash ~~whom~~flow projections are ~~consultants~~subject to numerous contingencies and risk factors beyond our control, ~~conduct~~including exploration and development risks, competition from well-funded competitors, and our ~~operations~~ability to manage growth. We can offer no assurance that our expenses will not exceed our projections.

InLiquidity ~~July 2020, outstanding warrants~~ and ~~options~~Capital ~~entitling the holders to purchase an aggregate of 3,300,000 shares of common stock were exercised. We received proceeds in the amount of $330,000 from the exercise of these warrants.~~ Resources

~~During~~We ~~the~~are ~~three~~an ~~months~~exploration-stage ~~ended~~company ~~December~~and ~~31,~~do ~~2020,~~not ~~outstanding~~generate ~~options~~revenues. ~~entitling~~As ~~the holders to purchase an aggregate of 8~~such,~~250,000~~ ~~shares~~we offinance ~~common~~our ~~stock~~operations ~~were~~and ~~exercised.~~the Weacquisition ~~received~~and ~~proceeds~~exploration inof ~~the~~our ~~amount~~mineral ofproperties ~~$607,000~~through ~~from~~ the ~~exercise~~issuance of ~~these~~share ~~options~~capital.

OnAs ~~January~~of 20June 30, 2021, ~~the~~we ~~Company~~had ~~entered~~working ~~into~~capital ~~a note payable with JR in the amount~~ of approximately $~~300~~23,451,000 ~~for additional working capital. The note does not bear interest~~ and isour ~~due~~accumulated ~~and~~deficit ~~payable~~as inof ~~cash~~June ~~on December 31~~30, 2021. ~~However,~~was ~~upon~~approximately ~~the~~$20,724,000. ~~occurrence~~We ofhad a ~~change~~net inloss ~~control~~for of the ~~Company~~three ~~pursuant~~months toended ~~the~~June ~~Agreement~~30, ~~the~~2021 ~~unpaid principal amount~~ of ~~the~~approximately ~~loan~~$12,181,000. ~~outstanding~~On atJune ~~the~~23, ~~time~~2021, ofwe ~~such~~issued ~~change~~2,311,000 inshares ~~control~~of ~~closing~~common ~~shall~~stock beat ~~applied~~a toprice ~~and~~of ~~considered~~$4.50 anper ~~investment~~share, ~~amount~~for ~~paid~~proceeds byof JRapproximately $10,399,500.

~~Results~~During our fiscal year ending March 31, 2022, we plan to spend approximately $13.4 million. The timing of ~~Operations~~these expenditures is dependent upon a number of factors, including the availability of contractors.

~~Nine~~Results ~~months~~of ~~ended December 31, 2020 and 2019~~Operations

WeThree ~~had no operating revenues for the nine~~ months ended ~~December~~June 3130, ~~2020~~2021 and ~~2019. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $7,793,000 as of December 31,~~ 2020.

Our exploration costs were approximately $576,000 and $63,000 for the nine months ended December 31, 2020 and 2019, respectively. The exploration costs for the nine moths ended December 31, 2020 were primarily for field programs and flying a new comprehensive geophysical survey over the northern Black Hills of South Dakota. Our general and administrative expenses for the nine months ended December 31, 2020 were approximately $524,000 and approximately $451,000 for the nine months ended December 31, 2019. Our general and administrative expenditures were primarily for legal, accounting and professional consulting fees, insurance and other general and administrative expenses necessary for our operations. Revenue

We had ~~losses~~no ~~from~~operating ~~operations~~revenues for the ~~nine~~three months ended ~~December~~June 3130, ~~2020~~2021 and ~~2019~~2020. ~~totaling~~We ~~approximately~~are ~~$1,100,000~~not ~~and~~currently ~~$514,000,~~profitable. ~~respectively,~~As ~~and~~ a ~~net~~result ~~loss~~of ~~for~~ongoing ~~the~~operating ~~nine months ended December 31~~losses, ~~2020~~we ~~and~~had ~~2019~~an ~~totaling~~accumulated ~~approximately~~deficit ~~$2,416,000 and $524,000, respectively. We recorded additional interest expense~~ of approximately $120,~~316~~724,000 ~~related~~as ~~to amortization~~ of ~~the~~June ~~debt discount on notes payable during the nine months ended December 31~~30, ~~2020 and interest expense of approximately $9,000 during the nine months ended December 31, 2019~~2021.

~~Three~~Exploration ~~months ended December 31, 2020 and 2019~~Costs

WeDuring ~~had no operating revenues for~~ the three months ended ~~December~~June 3130, 2021 and 2020, our exploration costs were approximately $2,184,000 and ~~2019~~$126,000, respectively. WeIncluded ~~are~~in ~~not~~these ~~currently~~costs ~~profitable.~~were Asshare-based acompensation ~~result~~and payments of ~~ongoing~~annual ~~operating~~claim ~~losses,~~maintenance wefees ~~had~~related anto ~~accumulated~~our ~~deficit~~mineral ofproperties. ~~approximately~~The increase year over year related to $71,~~793~~916,~~000~~030 of share-based compensation expense in the three months ended June 30, 2021 and having additional funds as a result of ~~December~~the 31financing proceeds from JR (the "Purchase Agreement"), ~~2020~~which funded the airborne geophysical survey and review and compilation of historical geological data.

~~Our~~General ~~exploration costs were approximately $94,000~~ and $24,000 for the three months ended December 31, 2020 and 2019, respectively. The exploration costs for the quarter ended December 31, 2020 were primarily for field programs, collection of ground gravity data and analysis of data collected from our new geophysical programs. Our general and administrative expenses for the three months ended December 31, 2020 and 2019 were approximately $158,000 and $165,000, respectively. These expenditures were primarily for legal, accounting and professional consulting fees, insurance and other general and administrative expenses necessary for our operations. Administrative

18Our general and administrative expenses for the three months ended June 30, 2021 and 2020 were approximately $9,906,000 and $152,000, respectively. These expenditures were primarily for $8,688,218 of share-based compensation expense in the three months ended June 30, 2021, legal, accounting & professional fees, investor relations and other general and administrative expenses necessary for our operations.

We had alosses ~~loss~~ from operations for the three months ended ~~December~~June 3130, ~~2020~~2021 and ~~2019~~2020 totaling approximately $~~252~~12,089,000 and $~~189~~278,000, respectively. We ~~recorded~~had ~~additional~~total ~~interest~~net ~~expense~~losses for the three months ended June 30, 2021 and 2020 of approximately $112,~~054~~181,000 ~~related~~and to$346,000, ~~amortization~~respectively. ofWe ~~the~~incurred ~~debt~~interest ~~discount~~expense onfrom notes payable ~~during~~for the three months ended ~~December~~June 3130, 2021 and 2020., Werespectively, ~~had~~in athe ~~net~~amounts of $101 and $69,744 and recognized a loss ~~for~~on settlement of related party debt of $92,045 and $0, respectively. Our money market account generated interest income during the three months ended ~~December~~June 3130, ~~2020~~2021 and ~~2019~~2020, ~~totaling~~respectively, ~~approximately~~in the amounts of $~~1,296,000~~237 and $~~192~~2,000~~, respectively~~.

~~Off-Balance Sheet Arrangements~~17

~~For the nine months ended December 31, 2020 and 2019, we have off~~Off-~~balance~~Balance ~~sheet~~Sheet ~~arrangements for annual payments in relation to the mineral leases as disclosed in Note 3 of the unaudited notes to financial statements.~~Arrangements

~~Critical~~For ~~Accounting~~the ~~Estimates~~three months ended June 30, 2021 and 2020, we have off-balance sheet arrangements for annual payments in relation to the mineral leases as disclosed in Note 3 of the financial statements.

~~Management’s~~Critical ~~discussion~~Accounting and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with account principles generally accepted in the United States of America (“U.S. GAAP”). Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are fairly presented in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Management believes that the following critical accounting estimates and judgments have a significant impact on our financial statements:Estimates

~~·Valuation~~Management's discussion and analysis of ~~purchase~~financial ~~option~~condition and results of operations is based on our financial statements, which have been prepared in accordance with US GAAP. Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are fairly presented in accordance with US GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Management believes that the following critical accounting estimates and judgments have a significant impact on our financial statements: valuation of options granted to JRdirectors and officers using the Black-Scholes model and fair value of mineral properties. The accounting policies are described in greater detail in Note 2 to our audited annual financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

~~·Valuation~~Disclosure ofControls ~~stock options granted to directors~~ and ~~officers, and~~ Procedures

~~·Valuation~~At the end of ~~mineral~~the ~~properties~~period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision of and with the participation of our management, including our chief executive officer ("CEO") and chief financial officer ("CFO"), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation the CEO and the CFO have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

~~Item~~Management's 3.Report ~~Quantitative~~on ~~and~~Internal ~~Qualitative~~Control ~~Disclosures~~over ~~About~~Financial ~~Market Risk~~Reporting

~~Not~~Our ~~applicable~~management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Management has assessed the effectiveness of internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. A material weakness, as defined by SEC rules, is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses in internal control over financial reporting that were identified are:

~~Item~~a) We 4did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of US GAAP commensurate with our complexity and our financial accounting and reporting requirements. ~~Controls~~We have limited experience in the areas of financial reporting and ~~Procedures~~disclosure controls and procedures. Also, we do not have an independent audit committee. As a result, there is a lack of monitoring of the financial reporting process and there is a reasonable possibility that material misstatements of the consolidated financial statements, including disclosures, will not be prevented or detected on a timely basis; and

~~Disclosure~~b) Due ~~Controls~~to our small size, we do not have a proper segregation of duties in certain areas of our financial reporting process. The areas where we have a lack of segregation of duties include cash receipts and ~~Procedures~~disbursements, approval of purchases and approval of accounts payable invoices for payment. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis.

At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation the CEO and CFO have concluded that as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by us in our reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.18

~~Changes~~As ina ~~Internal~~result ~~Control~~of the existence of these material weaknesses as of June 30, 2021, management has concluded that we did not maintain effective internal control over ~~Financial~~financial ~~Reporting~~reporting as of June 30, 2021, based on the criteria set forth by the COSO in Internal Control-Integrated Framework.

~~There~~This ~~were~~Quarterly noReport ~~changes~~on toForm ~~our~~10-Q ~~internal~~does ~~control~~not ~~over~~include ~~financial~~an ~~reporting~~attestation ~~that~~report ~~occurred~~of ~~during~~the ~~our~~Company's ~~most~~independent ~~recent~~registered ~~fiscal~~public ~~quarter~~accounting ~~that~~firm ~~have~~regarding ~~materially~~internal ~~affected,~~control orover ~~are~~financial ~~reasonably~~reporting. ~~likely~~Management's report was not subject to ~~materially~~attestation ~~effect,~~by our ~~internal~~independent ~~controls~~registered ~~over~~public ~~financial~~accounting ~~reporting.~~firm pursuant to SEC rules.

19Changes to Internal Controls and Procedures over Financial Reporting

~~PART~~We IIintend to modify our internal control over financial reporting once we have adequate funding to allow adding additional advisors to address deficiencies in the financial closing, review and analysis process, which will improve our internal control over financial reporting. ~~OTHER~~There ~~INFORMATION~~were no changes to our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially effect, our internal controls over financial reporting.

~~Item~~Management's 1.Remediation ~~Legal Proceedings~~Plans

~~None~~We will look to increase our personnel resources and technical accounting expertise within the accounting function with available funds. Management believes that hiring additional knowledgeable personnel with technical accounting expertise will remedy the following material weakness: insufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of US GAAP commensurate with our complexity and our financial accounting and reporting requirements.

~~Item 1A. Risk Factors~~19

~~There~~ ~~have~~PART ~~been~~II. noOTHER ~~material changes from the risk factors as previously disclosed in our Form 10-K for the year ended March 31, 2020.~~INFORMATION

Item 1. Legal Proceedings.

None.

In ~~March~~Item ~~2020, the World Health Organization designated the new coronavirus (“COVID-19”) as a global pandemic~~1A. ~~Federal,~~Risk state and local governments have mandated orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, restrictions on travel, and work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has resulted in significant volatility in the financial markets. The restrictions put in place by federal, state and local governments could delay our exploration and any development plans related to our properties. Furthermore, the impact of the pandemic on the global economy could also negatively impact the availability and cost of future borrowings should the need arise. Factors

There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended March 31, 2021.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Except as set forth below, all unregistered sales of equity securities during the period covered by this Quarterly Report were previously disclosed in our current reports on Form 8-K.

~~Item~~On 2June 3, 2021, the Company issued 45,563 Common Shares to Gerald Aberle as partial consideration for a settlement of debt. ~~Unregistered~~The ~~Sales~~Company relied on the exemption from registration under Section 4(a)(2) of ~~Equity~~the Securities ~~and~~Act ~~Use~~or Rule 506 of ~~Proceeds~~Regulation D for purposes of the issuance of issuance common stock.

~~Except~~On asJune ~~set~~4, ~~forth below~~2021, ~~all~~the ~~unregistered~~Company ~~sales~~issued an aggregate of ~~equity~~1,450,000 ~~securities~~Common ~~during~~Shares to certain directors and consultants as a share bonus. The Company relied on the ~~period~~exemption ~~covered~~from byregistration ~~this~~under ~~Quarterly~~Section ~~Report~~4(a)(2) ~~were~~of ~~previously~~the ~~disclosed~~Securities inAct ~~our~~or ~~current~~Rule ~~reports~~506 onof ~~Form~~Regulation ~~8-K~~D for purposes of the issuance of issuance common stock.

Date	Description	Number	Purchaser	Proceeds ($)	Consideration	Exemption (A)
July 2020	Exercise of Common Stock Warrants	3,300,000	Investors	$330,000	Cash	Sec. 4(a)(2)
July 2020	Exercise of Common Stock Options	300,000	Consultant	$24,000	Cash	Sec. 4(a)(2)
August 2020	Exercise of Common Stock Warrants	1,000,000	Investor	$100,000	Cash	Sec. 4(a)(2)
October 2020	Common Stock	69,666,667	Investor	$10,450,000	Cash	Sec. 4(a)(2)
October 2020	Common Stock	3,000,000	Property Acquisition	Partial purchase price of land acquisition	Investment	Sec. 4(a)(2)
October 2020	Exercise of Common Stock Options	6,500,000	Investors	$520,000	Cash	Sec. 4(a)(2)
November 2020	Exercise of Common Stock Options	75,000	Investor	$6,000	Cash	Sec 4(a)(2)
December 2020	Exercise of Common Stock Options	1,075,000	Investors	$81,000	Cash	Sec. 4(a)(2)

During the quarter ended June 30, 2021, the Company issued an aggregate of 222,116 Common Shares to certain vendors of mineral properties as partial consideration for certain mineral properties. The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D for purposes of the issuance of issuance common stock.

~~(A)With~~ ~~respect~~Item ~~to sales designated by “Sec~~3. ~~4(a)(2),”~~Defaults ~~these~~upon ~~shares~~Senior ~~were issued pursuant to the exemption from registration contained in to Section 4(a)(2) of the~~ Securities Act as privately negotiated, isolated, non-recurring transactions not involving any public offer or solicitation. Each purchaser represented that such purchaser’s intention to acquire the shares for investment only and not with a view toward distribution. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.

Not applicable.

Item 4. Mine Safety Disclosures

Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the three months ended June 30, 2021, our exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.

Item 5. Other Information

None.

~~Item 3. Defaults upon Senior Securities~~20

~~Not~~Item ~~applicable~~6. Exhibits.

~~Item~~The 4.following ~~Mine~~exhibits ~~Safety~~are ~~Disclosure~~attached hereto or are incorporated by reference:

Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (The “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the quarter ended June 30, 2017, our U.S. exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”).

Exhibit Number		Description
3.1		Articles and Bylaws incorporated by reference from our registration statement on Form 10-SB filed on February 27, 2003.
3.2		Certificate of Amendment to the Articles of Incorporation dated June 2, 2005 incorporated by reference from our Quarterly Report on Form 10-QSB filed on November 17, 2006.
3.3		Certificate of Change dated June 2, 2005 incorporated by reference from our Quarterly Report on Form 10-QSB filed on November 17, 2006.
3.4		Certificate of Amendment to the Articles of Incorporation incorporated by reference from our Annual Report on Form 10-KSB filed on July 14, 2006
3.5		Certificate of Change incorporated by reference from our Annual Report on Form 10-KSB filed on July 14, 2006.
3.6		Articles of Incorporation of Urex Energy Corp. incorporated by reference from our Annual Report on Form 10-KSB filed on July 14, 2006.
3.7		Articles of Merger incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006.
3.8		Certificate of Change incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006.
3.9		Certificate of Correction with respect to the Certificate of Change incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006.
3.10		Certificate of Correction with respect to the Articles of Merger incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006.
3.11		Amended Articles and Plan of Merger filed on September 14, 2012 incorporated by reference from our Current Report on Form 8-K filed on October 3, 2012.
10.1		Agreement and Plan of Merger, effective May 13, 2021, among us, Dakota Holdco Corp., Dakota Merger Sub 1 Inc., Dakota Merger Sub 2 Inc. and JR Resources Corp.
10.2		Form of Dakota Territory Resource Corp. Subscription Agreement
31.1⁽¹⁾		Section 302 Certification of Jonathan Awde, Chief Executive Officer
31.2⁽¹⁾		Section 302 Certification of Shawn Campbell, Chief Financial Officer
32.1⁽¹⁾		Section 906 Certification of Jonathan Awde, Chief Executive Officer
32.2⁽¹⁾		Section 906 Certification of Shawn Campbell, Chief Financial Officer
101.INS		XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

20* Management contract or compensatory plan or arrangement

~~Item~~(1) 5.Filed ~~Other Information~~herewith

~~None.~~21

SIGNATURES

~~Item~~In 6.accordance ~~Exhibits~~with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~The~~DAKOTA ~~following~~TERRITORY ~~exhibits~~RESOURCE ~~are attached hereto or are incorporated by reference:~~CORP.

Exhibit Number		Description
3.1		Articles and Bylaws incorporated by reference from our registration statement on Form 10-SB filed on February 27, 2003.
3.2		Certificate of Amendment to the Articles of Incorporation dated June 2, 2005 incorporated by reference from our quarterly report on Form 10-QSB filed on November 17, 2006.
3.3		Certificate of Change dated June 2, 2005 incorporated by reference from our quarterly report on Form 10-QSB filed on November 17, 2006.
3.4		Certificate of Amendment to the Articles of Incorporation incorporated by reference from our annual report on Form 10-KSB filed on July 14, 2006
3.5		Certificate of Change incorporated by reference from our annual report on Form 10-KSB filed on July 14, 2006.
3.6		Articles of Incorporation of Urex Energy Corp. incorporated by reference from our annual report on Form 10-KSB filed on July 14, 2006.
3.7		Articles of Merger incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006.
3.8		Certificate of Change incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006.
3.9		Certificate of Correction with respect to the Certificate of Change incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006.
3.10		Certificate of Correction with respect to the Articles of Merger incorporated by reference from our Current Report on Form 8-K filed on July 5, 2006.
3.11		Amended Articles and Plan of Merger filed on September 14, 2012 incorporated by reference from our Current Report on Form 8-K filed on October 3, 2012.
10.1		Agreement dated May 26, 2020 by and between JR Resources Corp. and Dakota Territory Resource Corp. (amended note attached as an exhibit), Exhibit 10.1 of the Form 8-K filed with the SEC on May 27, 2020
10.2		At-will employment arrangement for Gerald Aberle, incorporated by reference from our Form 10-K filed on June 29, 2020.
10.3		At-will employment arrangement for Wm. Chris Mathers, incorporated by reference from our Form 10-K filed on June 29, 2020.
10.4		Amending Agreement dated October 15, 2020 by and between JR Resources Corp. and Dakota Territory Resource Corp, Exhibit 10.1 of the Form 8-K filed with the SEC on October 21, 2020.
14.1		Code of Ethics adopted April 26, 2013 incorporated by reference from our annual report on Form 10-K filed on July 1, 2013.
31.1(1)		Section 302 Certification of Gerald Aberle, Chief Executive Officer
31.2(1)		Section 302 Certification of Wm. Chris Mathers, Chief Financial Officer
32.1(1)		Section 906 Certification of Gerald Aberle, Chief Executive Officer
32.2(1)		Section 906 Certification of Wm. Chris Mathers, Chief Financial Officer

/s/ Jonathan Awde
By: Jonathan Awde
Chief Executive Officer, Principal Executive Officer and Director
Dated: August 12, 2021

/s/ Gerald Aberle
By: Gerald Aberle
Chief Operating Officer and Director
Dated: August 12, 2021

/s/ Stephen O'Rourke
By: Stephen T. O'Rourke
Director
Dated: August 12, 2021

/s/ Robert Quartermain
By: Robert Quartermain
Director
Dated: August 12, 2021

/s/ Alex Morrison
By: Alex G. Morrison
Director
Dated: August 12, 2021

/s/ Shawn Campbell
By: Shawn Campbell
Chief Financial Officer
Dated: August 12, 2021

* Management contract or compensatory plan or arrangement22

(1) Filed herewith

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 thereunto duly authorized.

DAKOTA TERRITORY RESOURCE CORP.

/s/ Gerald Aberle By: Gerald Aberle, duly authorized officer Chief Executive Officer and Principal Executive Officer Dated: February 11, 2021

/s/ Wm. Chris Mathers By: Wm. Chris Mathers, duly authorized officer Chief Financial Officer and Principal Accounting Officer Dated: February 11, 2021

Filing Compare · DAKOTA TERRITORY RESOURCE CORP