UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~December 31, 2020~~June 30, 2021

[ ] 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.

~~Dakota~~~~Territory~~~~Resource~~~~Corp~~

(Exact Name of Registrant as Specified in its charter)

Nevada		~~98-0201259~~ 80-0942566
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

141 Glendale ~~Dr.~~ Drive Lead, South Dakota		57754
(Address of principal executive offices)		(Zip Code)

~~(605) 717-2540~~

~~(Registrant’s telephone number, including area code)~~

(605) 717-2540

(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~~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 (§ 229.405 of this chapter) 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See ~~definition~~definitions of ~~“large~~"large accelerated filer,~~” “accelerated filer”~~" "accelerated filer" and ~~“smaller~~"smaller reporting ~~company”~~company" in Rule 12b-2 of the Exchange ~~Act.~~

Act (Check one):

Large Accelerated Filer	[ ]	~~Large accelerated filer~~ Accelerated Filer	[ ]	~~Accelerated filer~~
Non-Accelerated Filer	[ ]	~~Non-accelerated filer~~ Smaller Reporting Company	[X]	~~Smaller reporting company~~
	~~(Do not check if a smaller reporting company)~~	Emerging Growth Company	[ ]	~~Emerging growth company~~

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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

~~Number~~As of August 12, 2021, there were 69,182,109 shares of ~~issuer’s~~ common stock ~~outstanding at February 5, 2021: 151,889,323.~~outstanding.

DAKOTA TERRITORY RESOURCES CORP

~~DECEMBER 31, 2020~~JUNE 30, 2021

(UNAUDITED)

TABLE OF CONTENTS

DAKOTA TERRITORY RESOURCE ~~CORP~~
CORP.

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(Unaudited)

December 31,

March 31,

2020

2020
ASSETS

CURRENT ASSETS

Cash and cash equivalents
$
1,346,092
$
146,425
Restricted cash

4,357,246

-
Prepaid expenses and other current assets

95,253

7,649
Total current assets

5,798,591

154,074

Mineral properties

5,287,116

216,104
Office equipment, net

19,921

-

TOTAL ASSETS
$
11,105,628
$
370,178

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued liabilities
$
401,714
$
501,818
Accounts payable, related party

13,211

1,790,829
Dividend payable

4,357,246

-
Line of credit

24,888

30,082
Note payable to related party

920,438

325,645
Total current liabilities

5,717,497

2,648,374

Notes payable, net of discount

567,179

300,000

TOTAL LIABILITIES

6,284,676

2,948,374

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT

Preferred stock, par value $0.001; 10,000,000 shares authorized, no

shares issued and outstanding as of December 31, 2020 and

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.

		June 30, 2021			March 31, 2021
ASSETS

CURRENT ASSETS
Cash	$	24,852,299		$	10,392,940
Prepaid expenses and other current assets		67,460			75,608
Total current assets		24,919,759			10,468,548

Mineral properties, net		7,357,741			5,337,072
Property and equipment, net		983,701			870,744

TOTAL ASSETS	$	33,261,201		$	16,676,364

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	514,760		$	162,024
Accounts payable - related party		81,250			3,000
Current portion of notes payable - related party		872,578			906,768
Total current liabilities		1,468,588			1,071,792

Notes payable - related party, net of current portion and discount		0			473,325

Total liabilities		1,468,588			1,545,117

COMMITMENTS AND CONTINGENCIES		0			0

SHAREHOLDERS' EQUITY
Preferred stock, par value $0.001; 10,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2021 and March 31, 2021, respectively		0			0
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
Additional paid-in capital		52,456,311			23,617,834
Accumulated deficit		(20,723,926	)		(8,542,784	)

Total shareholders' equity		31,792,613			15,131,247

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	33,261,201		$	16,676,364

~~DAKOTA TERRITORY RESOURCE CORP~~

~~STATEMENTS OF OPERATIONS~~

~~(Unaudited)~~

Nine Months Ended

Three Months Ended

December 31,

December 31,

2020

2019

2020

2019
OPERATING EXPENSES

Exploration costs
$
576,260
$
63,008
$
94,335
$
23,850
General and administrative

524,266

451,233

158,100

164,773

Total operating expenses

1,100,526

514,241

252,435

188,623

LOSS FROM OPERATIONS

(1,100,526)

(514,241)

(252,435)

(188,623)

OTHER INCOME (EXPENSE)

Interest income

2,140

-

140

-
Interest expense

(1,322,244)

(9,353)

(1,048,735)

(3,144)
Other income (expense)

5,000

-

5,000

-

TOTAL OTHER INCOME

(EXPENSE), NET

(1,315,104)

(9,353)

(1,043,595)

(3,144)

NET LOSS
$
(2,415,630)
$
(523,594)
$
(1,296,030)
$
(191,767)

Net loss per common share - basic and

diluted
$
(0.03)
$
(0.01)
$
(0.01)
$
(0.00)

Weighted average shares outstanding -

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~~CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF ~~CHANGES IN SHAREHOLDERS' DEFICIT~~

~~For the Nine Months Ended December 31, 2020 and 2019~~OPERATIONS

(Unaudited)

Common Stock

Additional Paid-In

Accumulated

Shares

Amount

Capital

Deficit

Total
Balance at March 31, 2020
65,416,787
$
65,417
$
2,734,130
$
(5,377,743)
$
(2,578,196)

Cashless exercise of stock options and warrants
1,498,177

1,498

(1,498)

-

-
Cash received for unissued shares
-

-

330,000

-

330,000
Debt discount assigned to purchase option
-

-

1,305,000

-

1,305,000
Net loss
-

-

-

(345,735)

(345,735)

Balance at June 30, 2020
66,914,964

66,915

4,367,632

(5,723,478)

(1,288,931)

Issuance of previously unissued shares
1,100,000

1,100

(1,100)

-

-
Cash received for unissued shares
-

-

50,000

-

50,000
Common stock issued upon exercise of

options
300,000

300

23,700

-

24,000
Common stock issued upon cashless

exercise of warrants
2,200,000

2,200

(2,200)

-

-
Net loss
-

-

-

(773,865)

(773,865)

Balance at September 30, 2020
70,514,964

70,515

4,438,032

(6,497,343)

(1,988,796)

Issuance of previously unissued shares
550,000

550

(550)

-

-
Common stock issued for cash
60,000,000

60,000

8,940,000

-

9,000,000
Common stock issued for investment

of mineral properties
3,000,000

3,000

1,317,000

-

1,320,000
Common stock issued upon conversion of debt
9,666,667

9,667

1,440,333

-

1,450,000
Common stock issued upon exercise of

options and warrants
7,650,000

7,650

599,350

-

607,000
Common stock issued upon cashless

exercise of options
507,692

508

(508)

-

-
Debt discount on notes payable, related party
-

-

86,024

-

86,024
Cash dividend ($0.055 per share)
-

-

(4,357,246)

-

(4,357,246)
Net loss
-

-

-

(1,296,030)

(1,296,032)

Balance at December 31, 2020
151,889,323
$
151,890
$
12,462,435
$
(7,793,373)
$
4,820,952

Balance at March 31, 2019
62,916,787
$
62,917
$
2,390,733
$
(4,263,470)
$
(1,809,820)

Net loss
-

-

-

(140,110)

(140,110)

Balance at June 30, 2019
62,916,787

62,917

2,390,733

(4,403,580)

(1,949,930)

Common stock issued for cash
1,000,000

1,000

99,000

-

100,000
Common stock issued for services
1,000,000

1,000

83,700

-

84,700
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)

		Three Months Ended June 30,
		2021			2020
OPERATING EXPENSES
Exploration costs	$	2,183,641		$	126,461
General and administrative expenses		9,905,592			151,530

Total operating expenses		12,089,233			277,991

LOSS FROM OPERATIONS		(12,089,233	)		(277,991	)

OTHER INCOME (EXPENSE)
Loss on settlement of debt		(92,045	)		0
Interest income		237			2,000
Interest expense		(101	)		(69,744	)

Total other income (expense)		(91,909	)		(67,744	)

NET LOSS	$	(12,181,142	)	$	(345,735	)

Net loss per share:
Basic and diluted net loss per share	$	(0.21	)	$	(0.02	)

Weighted average shares outstanding:
Basic and diluted		56,900,553			16,410,868

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

DAKOTA TERRITORY RESOURCE ~~CORP~~CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended

December 31,

2020

2019
Net loss
$
(2,415,630)
$
(523,594)
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

868

-
Stock based compensation

-

47,718
Accretion of debt discount

1,315,644

-
Changes in current assets and current liabilities:

Prepaid expenses and other assets

(87,604)

(4,909)
Accounts payable & accrued liabilities

(100,104)

(60,686)
Accounts payable, related party

(329,621)

269,751
Net cash used in operating activities

(1,616,447)

(271,720)

Cash Flows From Investing Activities:

Purchase of office equipment

(20,789)

-
Investment in mineral properties

(3,751,012)

-
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

		Three months ended June 30,
		2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(12,181,142	)	$	(345,735	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		10,604,248			0
Loss on settlement of debt		54,169			0
Depreciation expense		27,661			0
Amortization of debt discount		37,876			67,037
Changes in current assets and liabilities:
Prepaid expenses and other assets		8,148			(4,244	)
Accounts payable and accrued expenses		352,986			3,490
Accounts payable - related party		78,250			9,405
Net cash used in operating activities		(1,017,804	)		(270,047	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(140,618	)		0
Purchases of mineral properties		(901,203	)		(57,213	)
Net cash used in investing activities		(1,041,821	)		(57,213	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the issuance of note payable		0			1,150,000
Proceeds from issuance of common stock		10,399,500			330,000
Deposits received		6,496,034			0
Repayment of note payable - related party		(376,550	)		(40,145	)
Repayment of line of credit, net		0			(1,472	)
Net cash provided by financing activities		16,518,984			1,438,383

NET CHANGE IN CASH AND CASH EQUIVALENTS		14,459,359			1,111,123
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		10,392,940			146,425
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	24,852,299		$	1,257,548


SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	0		$	0
Taxes paid	$	0		$	0

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for investment in mineral property	$	1,119,466		$	0
Common stock issued for payment of note payable	$	223,259		$	0

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

DAKOTA TERRITORY RESOURCE CORP.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

For the three months ended June 30, 2021 and 2020

(Unaudited)

	Common Stock
	Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Total
Balance March 31, 2020	16,354,197	$	16,354	$	2,783,193		$	(5,377,743	)	$	(2,578,196	)
Cashless exercise of stock options and warrants	374,544		375		(375	)		0			0
Cash received for unissued shares	-		0		330,000			0			330,000
Debt discount assigned to purchase option	-		0		1,305,000			0			1,305,000
Net loss	-		0		0			(345,735	)		(345,735	)

Balance at June 30, 2020	16,728,741	$	16,729	$	4,417,818		$	(5,723,478	)	$	(1,288,931	)

Balance at March 31, 2021	56,197,331	$	56,197	$	23,617,834		$	(8,542,784	)	$	15,131,247
Common stock issued for cash	2,311,000		2,311		10,397,189						10,399,500
Cash received for unissued shares	-		0		6,496,034			0			6,496,034
Common stock issued for investment in mineral properties	224,005		224		1,119,243			0			1,119,467
Common stock issued upon conversion of debt	45,563		46		223,213			0			223,259
Stock-based compensation expense	1,450,000		1,450		10,602,798			0			10,604,248
Net loss	-		0		0			(12,181,142	)		(12,181,142	)

Balance at June 30, 2021	60,227,899	$	60,228	$	52,456,311		$	(20,723,926	)	$	31,792,613

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 31, 2020~~JUNE 30, 2021

(UNAUDITED)

Note ~~1—Summary~~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”~~("we", ~~“us”~~"us", ~~“our”~~"our", the ~~“Company”~~"Company", ~~the “Corporation”~~"Dakota 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”~~("SEC"), for interim statements, and should be read in conjunction with the audited financial statements and notes thereto contained in our ~~annual report~~Annual 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 report~~Annual 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.

Uncertainties and Economic Development

~~Cash, cash equivalents~~In March 2020, the World Health Organization designated the new coronavirus ("COVID-19") as a global pandemic. Federal, state and ~~restricted cash~~

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 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 to the Company. The Company ~~considered~~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.

Reverse Stock Split

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 ~~highly liquid investments with original maturities of three months or less to be cash equivalents.~~

~~The following table provides a reconciliation of cash~~share numbers and ~~cash equivalents and restricted cash reported within the balance sheets~~common stock prices presented give effect to the ~~same such amounts shown~~reverse split.

Merger Agreement

Pursuant to the 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.

In addition, at the closing of the Merger, (i) each outstanding option to purchase the Company's common stock, whether vested or unvested, will be assumed and converted 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 not exercisable, will be assumed and converted into a warrant with respect to a number of shares of NewCo common stock in the 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 converted into the right to receive an award of restricted stock 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."

Note 1-Summary of Accounting Policies, continued

The completion of 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").

On April 30, 2021, the Company incorporated Dakota Gold Services (Canada) Corp. ("Dakota Canada") under the British Columbia Business Corporations Act. These financial statements ~~of cash flows.~~

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

~~Restricted cash represents amounts placed in escrow as of December 31, 2020 and paid as~~consolidate Dakota Canada, a ~~special dividend on January 4, 2021.~~wholly-owned subsidiary.

Note ~~2—Related~~2-Related Party Transactions

The Company engages in 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:

Mr. Gerald Aberle is the ~~Company’s president, chief executive officer~~Company's former President, Chief Executive Officer and ~~chief operating officer.~~is currently Chief Operating Officer of the Company. He is also a director and significant shareholder of the Company and the owner of Jerikodie, Inc. ("Jerikodie"). 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~~On June 1, 2021 the Company and Jerikodie settled debt of ~~$100,000 plus accrued interest are due quarterly, beginning with~~$529,500 through the ~~quarter ending March, 2021~~payment of $376,550 and ~~continuing until~~the issuance of 45,563 shares of common stock. Upon settlement, the Company recognized all unamortized debt discount on the note ~~is fully repaid.~~

~~At March 31, 2020,~~totaling $37,876 as interest expense. The fair value of the consideration paid to settle the note exceeded the carrying amount of the note resulting in a loss on settlement of $54,169 which was recognized as a general and administrative expense. During the three months ended June 30, 2021, the Company ~~owed~~engaged a Company controlled by a family member of Mr. Aberle, ~~individually, $20,500~~for the purpose of providing general labor and incurred approximately $20,734 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~~costs. During the three months ended June 30, 2021, the Company paid ~~in full~~Jerikodie $39,238 for ~~these unsecured loans and related accrued interest of $770.~~consulting fees.

Mr. Richard Bachman ~~serves as~~is the ~~Company’s chief geological officer (“CGO”~~Company's former 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”~~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~~2020. As of June 30, 2021, the unpaid principal balance totalled $872,578. In July 2021, the Company and Mr. Bachman settled debt of $872,578 through the payment of ~~$50,000 is due~~$425,165 in ~~March~~cash and the issuance of 99,049 shares of common stock.

During the three months ended June 30, 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 TERRITORY RESOURCES CORP~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2020~~

~~(UNAUDITED)~~

~~Note 2—Related Party Transactions, continued~~

~~In October 2020,~~ the Company ~~issued a note payable~~paid $6,000 for consulting fees to WCM Associates, LP, an entity controlled by the Company’s CFO, in the amount of $123,000, bearing interest at 0.25% per year, for amounts owed for consulting fees. The note required an initial payment in the amount of $86,500 due on January 1, 2021 and subsequent payments in the amount of $25,000 plus accrued interest, due on the last day of each quarter, beginning with the quarter ending March, 2021, and continuing until the note is fully repaid. As of the date of this filing, Mr. Mathers has been paid in full.Company's former CFO.

In connection with the notes payable issued in 2020, as discussed above, the Company determined that the 0.25% contractual rate ~~represents~~represented a below-market interest rate. Interest was imputed on the notes payable at 5.00% interest resulting in a discount at issuance of $86,024. During ~~the~~ three months ended ~~December 31, 2020,~~June 30, 2021, the Company recognized amortization of the debt discount of ~~$10,644~~$Nil in interest ~~expense, with the remaining unamortized discount to be recognized into interest expense over the remaining life of the notes using the effective interest method.~~expense.

In September 2018, Mr. Stephen T. O’Rourke, a director of the Company, purchased 750,000 shares of our common stock in a private placement for $75,000. Additionally, Mr. O’Rourke, through his consulting firm, entered into a one-year consulting agreement with the Company (i) in September 2018 whereby he was issued a consulting fee of 1,000,000 shares for services rendered, and (ii) in September 2019 whereby he was issued a five-year option to purchase 1,000,000 shares of our common stock at an exercise price of $0.08 per share. Mr. O’Rourke exercised these options for cash in October 2020.

~~In October and December 2020, options to purchase 4,300,000 shares of common stock were exercised for $344,000 by our officers and directors.~~

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 2-Related Party Transactions, continued

The remuneration of directors and other members of key management personnel during the three months ended June 30, 2021 and 2020 was as follows:

		June 30, 2021		June 30, 2020
Directors fees	$	27,000	$	0
Salaries		71,133		0
Consulting fees		126,613		37,215
Share-based compensation		6,391,544		0
	$	6,616,290	$	37,215

Note ~~3—Mineral~~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~~consolidated into the Blind Gold Property. The purchase price was ~~1,000,000~~250,000 restricted common shares valued at ~~$0.15~~$0.60 per share, or $150,000.

On February 24, 2014, the Company acquired surface and mineral title to the 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 an 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~~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.

~~DAKOTA TERRITORY RESOURCES CORP~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2020~~

~~(UNAUDITED)~~

~~Note 3—Mineral Properties, continued~~

On April 5, 2017, the Company acquired options to purchase a combination of surface and mineral titles to ~~284~~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 ~~the~~our City Creek Property; 82 acres located approximately one half mile south of ~~the~~our Blind Gold Property at the western fringe of the historic Maitland Gold Mine; and 141 acres located immediately north and contiguous to ~~the~~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 ~~December 31, 2020,~~June 30, 2021, the Company is current on all required annual lease payments.

In November 2018, ~~the Company~~we acquired 42 unpatented lode mining claims covering approximately 718 acres located immediately to the north and adjacent to the ~~Company’s~~Company's City Creek Property. Through this staking, the City Creek project area was expanded from approximately 449 acres to ~~1,167~~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.~~Property.

OnIn May ~~18,~~ 2020, the Company ~~increased its land holdings in the Black Hills through the staking of 70~~acquired 67 unpatented lode mining claims covering approximately ~~1,120~~1,045 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 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).

Note 3-Mineral Properties, continued

In July 2020, 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.

On September 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 ("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.

On November 25, 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.

On January 26, 2021, the Company acquired 143 unpatented lode mining claims covering approximately 2,468 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 and increased the acreage covered by three of the Company's existing project areas. At the west side of the Homestake District, the 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 District, the West Corridor property was extended west to Cleopatra Creek 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 Richmond Hill Mine.

On March 8, 2021, the Company acquired 39 unpatented lode mining claims covering approximately 806.5 acres at the eastern boundary of the Company's Tinton Property. Tinton was the site of placer mining activity between 1876 and the turn of the century, the lode source for which has not been discovered. Our original Tinton claim block was located based on historic research and exploration conducted by members of our technical team 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 younger sedimentary and igneous rocks covering the property.

On March 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. NaN 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).

Note 3-Mineral Properties, continued

On May 21, 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).

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 The purchased property is subject 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~~2% NSR Royalty held by Homestake Mining Company of California and a ~~wholly owned subsidiary~~buyback right for 51% interest in the property subject to, among other provisions, the establishment of ~~Barrick Gold Corporation (“Barrick”), for~~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.

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

In total, ~~consideration of $4.82 million,~~the Company currently holds eight brownfield project areas in the district comprised of ~~$3.5 million cash~~976 unpatented claims and ~~the issuance~~a combination of ~~3 million shares~~surface and mineral leases covering a total of ~~Company common stock valued at $0.44 per share,~~approximately 19,937 acres. We have not established that any of our projects 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~~properties contain any proven or probable reserves under SEC Industry Guide 7.

As 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~~June 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 TERRITORY RESOURCES CORP~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2020~~

~~(UNAUDITED)~~

~~Note 3—Mineral Properties, continued~~

In August 2020, the Company completed a broad high definition airborne geophysical survey to enhance the Company’s previous drill targeting, as well as to screen the entire Northern Hills area for new areas of interest and additional targets. Management believes the Homestake District holds exceptional discovery potential and it is the Company’s intent to continue to consolidate the Company’s dominant land position and to conduct systematic exploration of the district.

~~At December 31, 2020~~2021 and March 31, ~~2020,~~2021, the ~~Company’s~~Company's mineral properties totaled ~~$5,287,116~~$7,357,741 and ~~$216,104,~~$5,337,072, respectively. As of ~~December 31, 2020,~~June 30, 2021, the Company is in the exploration stage and has not commenced amortization of ~~the~~its properties.

Note ~~4—Notes~~4-Notes Payable

JR Resources Corp.

In February 2020, we entered into a $300,000 unsecured promissory note agreement with ~~JR Resources Corp. (“JR”).~~JR. The note bore interest at 3.0% per year and was due on May 5, ~~2021.~~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 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 of $1,450,000 was converted into ~~9,666,667~~2,416,667 shares of the ~~Company’s~~Company's common ~~stock.~~stock, pursuant to its terms. 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~~year ended ~~December~~March 31, ~~2020,~~2021, the Company recognized additional interest expense of ~~approximately $1,316,000 and $1,047,000, respectively,~~$1,305,000 related to amortization of the debt discount.

On January 20, 2021 JR lent the Company $300,000, on an unsecured basis. On the occurrence of the final closing, the unpaid principal of the loan would be applied to the consideration relating to the final close.

~~Note 5—Line~~In March 2021, the Company and JR effected the second and final closing under the option, whereby JR acquired 18,225,000 shares of ~~Credit~~

Company common stock for aggregate consideration of $10,935,000, $10,635,000 in cash and $300,000 upon conversion of the principal amount of the promissory note issued in January 2021. The ~~Company executed~~final closing resulted in a ~~Line~~change in control of ~~Credit with Wells Fargo Bank in California. The Line of Credit allows~~ the Company to ~~borrow up to $47,500. The Line~~JR.

Note 5-Property and Equipment

As of ~~Credit bears interest at 7.75% per annum, is unsecured,~~June 30, 2021 and ~~due on demand. The balance on this Line~~March 31, 2021, the Company's property and equipment consists of ~~Credit at December 31,~~the following:

	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			0
			1,044,454			903,836
Less accumulated depreciation			(60,753	)		(33,092	)
Property and equipment, net		$	983,701		$	870,744

Depreciation expense for the three months ended June 30, 2021 and 2020, was ~~approximately $25,000.~~$27,661 and $0, respectively.

Note 6-Shareholders' Equity

~~Note 6—~~Common Stock ~~Options and Warrants~~

Our authorized capital stock consists of ~~300,000,000~~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.

InOn June ~~2020, an option to purchase 1,300,000~~23, 2021, the Company issued 2,311,000 shares of common stock ~~was exercised on~~at a ~~cashless basis by our chief financial officer, resulting~~price of $4.50 per Common Share, for gross proceeds of $10,399,500, in connection with the ~~issuance~~initial tranche of ~~1,083,333 shares~~a non-brokered private placement (“Private Placement”). As of ~~common stock.~~

~~DAKOTA TERRITORY RESOURCES CORP~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2020~~

~~(UNAUDITED)~~

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 ~~6—Common Stock, Options and Warrants, continued~~

~~In June 2020, a warrant to purchase 500,000~~7. The related 1,443,563 shares of common stock ~~was exercised on a cashless basis by a consultant, resulting in~~were not issued until July 2021.

During the ~~issuance of 414,844~~three months ended June 30, 2021, the Company also issued (i) 224,005 shares of common ~~stock.~~stock valued at $1,119,467 for investment in mineral properties (see Note 3 for further discussion), (ii) 45,563 shares of common stock valued at $223,259 for a settlement of debt (see Note 2 for further discussion), and (iii) 1,450,000 shares of common stock valued at $7,177,500 as bonus shares to directors, employees and consultants to the Company. For the three months ending June 30, 2021, the share-based compensation expense for the bonus shares was allocated $1,361,250 to exploration costs and $5,816,250 to general and administrative expenses.

During the three months ended June 30, 2020, the Company issued 374,544 shares of common stock upon cashless exercise of stock options and warrants.

InAt June ~~2020, a 5-year option to purchase 150,000~~30, 2021, there were 60,227,899 shares of our common stock ~~at an exercise price~~outstanding.

Common Stock Options, Restricted Stock Units and Warrants

On March 11, 2021, the Company's board of ~~$0.15 were granted~~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 ~~consultant.~~

~~In July 2020, warrants to purchase 3,300,000~~total of 2,378,750 shares of our common stock ~~were exercised~~remained available for ~~$330,000 by investors.~~future grants under the 2021 Stock Incentive Plan.

~~In July 2020, an option to purchase 300,000 shares~~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 ~~was exercised for $24,000 by~~purchase options that remain outstanding.

Note 6-Shareholders' Equity, continued

Outstanding stock options under the 2021 Stock Incentive Plan have a ~~consultant.~~

~~In September 2020, a warrant~~term of five years. Outstanding stock options granted to ~~purchase 500,000 shares of common stock was exercised for $50,000 from an investor. These shares were issued in October 2020.~~

~~In connection with~~third-party service providers generally vest over the ~~May 2020 JR note, the Company provided JR the option to acquire up to 142,566,667 shares of common stock at $0.15 per share. On October 15, 2020, JR exercised the first closing~~period of the ~~option agreement~~contract, which is typically one year. The Company recognized stock-based compensation related to issuance of stock options totaling $3,056,515 ($501,890 being allocated to exploration costs and ~~acquired 60,000,000 shares of common stock for total consideration of $9.0 million. JR has the right~~$2,554,625 and being allocated to purchase up to 72,900,000 additional shares of common stock for up to $10,935,000 on or prior to February 15, 2021. JR also converted the outstanding principal on its convertible promissory note totaling $1,450,000 into 9,666,667 shares of common stock (See Note 4 – Notes Payable for additional information).

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~~administrative expenses) during the three months ended ~~December 31, 2020,~~June 30, 2021. No stock-based compensation was recognized by 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~~Company 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.~~June 30, 2020.

On ~~November 13, 2020,~~May 17, 2021, 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 stockgranted 2,071,250 options to ~~purchase 1,800,000 shares of common stock; holders of 72,666,667 shares of common stock have contractually relinquished~~officer, directors 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~~

consultants. A summary of the Company's stock option activity and related information for the period ended ~~December 31, 2020~~June 30, 2021 is as follows:

	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

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 TERRITORY RESOURCES CORP~~

~~NOTES TO FINANCIAL STATEMENTS~~

~~DECEMBER 31, 2020~~

~~(UNAUDITED)~~

~~Note 6—Common Stock, Options and Warrants, continued~~

~~A summary~~During the three months ended June 30, 2021, we estimated the fair value of each stock option to have a weighted average grant date fair value of $3.39 per share on the ~~Company's stock warrant activity and related information for~~date of grant using a Black Scholes valuation model. The weighted-average assumptions used to calculate the ~~period ended December 31, 2020 is~~grant date fair value were as follows: exercise price of $4.76, 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 unrecognized compensation cost related to unvested options was $4,963,034.

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
-
$
-

-

~~Note 7 – Subsequent Events~~

On ~~January~~June 4, 2021 the Company ~~purchased an office building located at 141 Glendale Dr., Lead, South Dakota 57754~~issued 1,050,000 restricted stock units ("RSU's") with a grant date fair value of $4.95 per share to ~~serve~~certain directors, officers, employees and consultants vesting on June 4, 2022. The share-based compensation expense for the RSU's will be amortized monthly and allocated 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.

There were no warrants outstanding as ~~the Company’s new corporate headquarters. The cash purchase price~~ of ~~the building, furniture, fixtures~~June 30, 2021 and other property was approximately $755,000. The building, built in the 1890’s as a railroad roundhouse, was completely renovated between 2000 and 2010 and is approximately 13,500 square feet with mixed use office and retail.March 31, 2021.

Note 7-Subsequent Events

On ~~January 20,~~August 2, 2021, the Company entered into a ~~note payable with JR~~series of substantially similar subscription agreements pursuant to which the Company issued and sold to certain investors, in the ~~amount~~final tranche of ~~$300,000~~the Private Placement, an aggregate of 120,550 common shares at a price of $4.50 per share, for ~~additional working capital. The note does not bear interest~~gross proceeds of $542,475. In aggregate with the first tranche issuance of 2,311,000 common shares for gross proceeds of $10,399,500, and ~~is due~~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.

Robert Quartermain, a director and ~~payable in cash on December 31, 2021. However, upon the occurrence of a change in control~~Co-Chair of the Company, pursuant to the May 2020 agreement, the unpaid principal amount of the loan outstanding at the time of such change in control closing shall be applied to and considered an investment amount paid by JR.

On January 26, 2021, the Company announced the acquisition of 158 unpatented lode mining claims covering approximately 2,740 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 District, the 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 District, the 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 Mine.

On February 2, 2021, the Company 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 activitiespurchased 50,000 common shares 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.~~Private Placement.

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

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this ~~quarterly report.~~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.

Forward-Looking Statements

This Quarterly Report on Form 10-Q and the exhibits attached hereto contain ~~“forward-looking statements”.~~"forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern our anticipated results and developments inof 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”~~"expects", "anticipates", "plans", "estimates" or ~~“does not expect”~~"intends", ~~“is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”,~~the negatives thereof, variations thereon and similar expressions or stating that certain actions, events or results ~~“may”~~"may", ~~“could”~~"could", ~~“would”~~"would", ~~“might”~~"might" or ~~“will”~~"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:

·

the progress, potential and uncertainties of our ~~2020-2021~~ exploration program at our properties located in the Homestake District of the Black Hills of South Dakota (the ~~“Project”~~"Project");
·
the success of getting the necessary permits for future drill programs and future project exploration;
·
expectations regarding the ability to raise capital and to continue our exploration plans on our properties; and
·
plans regarding anticipated expenditures at the Project.

Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:

·

risks associated with the Merger (as defined herein);
risks associated with lack of defined resources that are not SEC Guide 7 Compliant Reserves, and may never be;
·
risks associated with our history of losses and need for additional financing;
·
risks associated with our limited operating history;
·
risks associated with our properties all being in the exploration stage;
·
risks associated with our lack of history in producing metals from our properties;
·
risks associated with our need for additional financing to develop a producing mine, if warranted;
·
risks associated with our exploration activities not being commercially successful;
·
risks associated with ownership of surface rights at our Project;
·
risks associated with increased costs affecting our financial condition;
·
risks associated with a shortage of equipment and supplies adversely affecting our ability to operate;
·
risks associated with mining and mineral exploration being inherently dangerous;
·
risks associated with mineralization estimates;
·
risks associated with changes in mineralization estimates affecting the economic viability of our properties;
·
risks associated with uninsured risks;

·
risks associated with mineral operations being subject to market forces beyond our control;
·
risks associated with fluctuations in commodity prices;
·
risks associated with permitting, licenses and approval processes;
·
risks associated with the governmental and environmental regulations;
·
risks associated with future legislation regarding the mining industry and climate change;
·
risks associated with potential environmental lawsuits;
·
risks associated with our land reclamation requirements;
·
risks associated with gold mining presenting potential health risks;
·
risks associated with the COVID-19 pandemic;
risks associated with cybersecurity and cyber-attacks;
risks related to title in our properties;
·
risks related to competition in the gold and silver mining industries;
·
risks related to economic conditions;

·

risks related to our ability to manage growth;
·
risks related to the potential difficulty of attracting and retaining qualified personnel;
·
risks related to our dependence on key personnel;
·
risks related to our ~~United States Securities and Exchange Commission (the “SEC”)~~SEC filing history; and
·
risks related to our securities.

This 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.

This ~~Management’s Discussion~~management's discussion and ~~Analysis~~analysis should be read in conjunction with our financial statements and notes 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.

Our unaudited financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

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 from well-funded competitors, and our ability to manage growth.

Overview

~~Overview~~

Our goal is to create 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.~~1990's.

~~We believe that the~~The Black Hills of South Dakota has yielded approximately 44.6 million ounces of gold production from athe 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.

Since 2012, we have consistently pursued a strategy of expanding our portfolio of brownfields exploration properties located exclusively within the Homestake District to build 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~~we have conducted on the gold system that created the District. ~~Dakota Territory~~We currently ~~holds~~hold eight ~~brownfield~~ exploration ~~project areas in the district comprised of unpatented claims and a combination of surface and mineral leases~~properties covering a total of approximately ~~18,182~~19,604 mineral acres. We have not established that any of our projects or properties contain any proven or probable reserves under SEC Industry Guide 7.

Planned Activities

~~On March 6, 2020, the Company acquired 65 unpatented lode mining claims covering approximately 1,152 acres~~Our planned activities during fiscal 2022 are focussed on advancing our Maitland, Blind Gold, City Creek and Tinton gold exploration properties and to continue to build on our overall property position in the Homestake District of the Black Hills of South Dakota. ~~The property is contiguous~~

We continue to the Company's Blind Gold Property and is the subject to historic prospecting activity that we believe suggests the occurrence of gold and/or silver mineralization 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 surveymodel data ~~completed~~acquired by our ~~technical team in late 2018.~~

On May 18, 2020, the 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 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.

In May 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 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 (“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.

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). Dakota Territory believes the Property to be an excellent prospect for additional tertiary-aged limestone hosted gold mineralization and for tertiary-aged gold and silver replacement mineralization in the preferred Deadwood formation host that lies under the cover of the limestone that dominates the surface exposure.

On October 23, 2020, we 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.

~~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~~have budgeted for several field ~~sampling /mapping~~sampling/mapping programs and to continue to locate ~~additional targets to~~and add historic information to our extensive data sets. We ~~expect in the near future~~have planned to complete site preparations and to conduct our first drill program on the ~~Paleoplacer Property.~~deep Maitland iron-formation target and other tertiary-replacement targets in the Maitland area. Additionally, ~~we plan to complete additional property acquisitions, and~~our budget provides for the commencement of ~~preliminary~~necessary permit work for the Blind Gold, Tinton and City Creek Properties and ~~Tinton Properties.~~

~~On January 4, 2021,~~provides for our general operating expenses and the ~~Company purchased an office building located at 141 Glendale Dr., Lead, South Dakota 57754 to serve as the Company’s new corporate headquarters. The cash purchase price~~maintenance of the building, furniture, fixtures and other property was approximately $755,000. The building, built in the 1890’s as a railroad roundhouse, was completely renovated between 2000 and 2010 and is approximately 13,500 square feet with mixed use office and retail space.

~~On January 26, 2021, the Company announced the acquisition of 158 unpatented lode~~Company's mining claims covering approximately 2,740 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 District, the Tinton property was extendedand leases.

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
Since we are an exploration stage company and have not generated revenues to ~~the north~~date, our cash flow projections are subject to numerous contingencies and northwest adding approximately 1,966 acres to the original claim block. In the central region of the District, the 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 Mine.
~~On February 2, 2021, the Company 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~~risk factors beyond our control, including exploration and ~~mining activities in the Black Hills~~development risks, competition from well-funded competitors, and ~~has been charged with development of policy and programs necessary~~our ability to the achievement of Dakota Territory’s goals for excellence in health, safety and environmental performance. Mr. Rantapaa was born and raised in the Black Hills of South Dakota and holds a BSc in Geological Engineering from SDSM&T, where he has also served as a member of the University’s Mining Industrial Advisory Board. Mr. Rantapaa has broad technical and management experience gained through his 27-year career with Barrick Gold Corporation in Nevada where he served in various roles of increasing responsibility, including Open Pit Technical Services Superintendent and Operations Superintendent at the Goldstrike Mine and Mine Manager at the Cortez Mine. Mr. Rantapaa also held the Corporate position of Director of Safety and Health before moving to McEwen Mining where he served as Mine Manager and General Manager at the Gold Bar Mine.
manage growth. We can offer no assurance that our expenses will not exceed our projections.
Liquidity and Capital Resources
We are an exploration-stage company and do not generate revenues. As such, we finance our operations and the acquisition and exploration of our mineral properties through the issuance of share capital.
As of ~~December 31, 2020,~~June 30, 2021, we had a working capital ~~surplus~~ of approximately ~~$81,000~~$23,451,000 and our accumulated deficit as of ~~December 31, 2020~~June 30, 2021 was approximately ~~$7,793,000.~~$20,724,000. We had a net loss for the ~~quarter~~three months ended ~~December 31, 2020~~June 30, 2021 of approximately ~~$1,296,000. Our cash position as of December 31, 2020 was approximately $1,346,000 and~~$12,181,000. On June 23, 2021, we ~~had approximately $4,357,000 of restricted cash held in escrow for payment of a special dividend declared in November 2020.~~

~~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~~issued 2,311,000 shares of common stock at ~~$0.15~~a price of $4.50 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~~for proceeds 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.approximately $10,399,500.
During ~~the balance of~~ our fiscal year ending March 31, ~~2021,~~2022, we plan to ~~continue to pursue field programs, geophysical surveys, and effect land acquisitions.~~spend approximately $13.4 million. 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~~contractors.
Results 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.Operations
~~We currently have no employees. Our management, all of whom are consultants, conduct our operations.~~
In July 2020, outstanding warrants and options 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.
~~During the three~~Three months ended ~~December 31,~~June 30, 2021 and 2020 outstanding options entitling the holders to purchase an aggregate of 8,250,000 shares of common stock were exercised. We received proceeds in the amount of $607,000 from the exercise of these options.
Revenue
On January 20, 2021, the Company entered into a note payable with JR in the amount of $300,000 for additional working capital. The note does not bear interest and is due and payable in cash on December 31, 2021. However, upon the occurrence of a change in control of the Company pursuant to the Agreement, the unpaid principal amount of the loan outstanding at the time of such change in control closing shall be applied to and considered an investment amount paid by JR.
~~Results of Operations~~
~~Nine months ended December 31, 2020 and 2019~~
We had no operating revenues for the ~~nine~~three months ended ~~December 31, 2020~~June 30, 2021 and ~~2019.~~2020. We are not currently profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately ~~$7,793,000~~$20,724,000 as of ~~December 31, 2020.~~June 30, 2021.
Exploration Costs
~~Our~~During the three months ended June 30, 2021 and 2020, our exploration costs were approximately ~~$576,000~~$2,184,000 and ~~$63,000 for~~$126,000, respectively. Included in these costs were share-based compensation and payments of annual claim maintenance fees related to our mineral properties. The increase year over year related to $1,916,030 of share-based compensation expense in the ~~nine~~three months ended ~~December 31, 2020~~June 30, 2021 and ~~2019, respectively. The exploration costs for~~having additional funds as a result of the ~~nine moths ended December 31, 2020 were primarily for field programs and flying a new comprehensive~~financing proceeds from JR (the "Purchase Agreement"), which funded the airborne geophysical survey ~~over the northern Black Hills~~and review and compilation of ~~South Dakota.~~ historical geological data.
General and Administrative
Our general and administrative expenses for the ~~nine~~three months ended ~~December 31,~~June 30, 2021 and 2020 were approximately ~~$524,000~~$9,906,000 and ~~approximately $451,000 for the nine months ended December 31, 2019. Our general and administrative~~$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 ~~and~~& professional ~~consulting~~ fees, ~~insurance~~investor relations and other general and administrative expenses necessary for our operations.
We had losses from operations for the ~~nine~~three months ended ~~December 31,~~June 30, 2021 and 2020 ~~and 2019~~ totaling approximately ~~$1,100,000~~$12,089,000 and ~~$514,000, respectively, and a net loss for the nine months ended December 31, 2020 and 2019 totaling approximately $2,416,000 and $524,000,~~$278,000, respectively. We recorded additional interest expense of approximately $1,316,000 related to amortization of the debt discount on notes payable during the nine months ended December 31, 2020 and interest expense of approximately $9,000 during the nine months ended December 31, 2019.
~~Three months ended December 31, 2020 and 2019~~
We had ~~no operating revenues~~total net losses for the three months ended ~~December 31,~~June 30, 2021 and 2020 ~~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 $94,000~~$12,181,000 and ~~$24,000~~$346,000, respectively. We incurred interest expense from notes payable for the three months ended ~~December 31,~~June 30, 2021 and 2020, respectively, in the amounts of $101 and ~~2019, respectively. The exploration costs for the quarter ended December 31, 2020 were primarily for field programs, collection of ground gravity data~~$69,744 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.

~~We had~~recognized a loss ~~from operations for the three months ended December 31, 2020~~on settlement of related party debt of $92,045 and ~~2019 totaling approximately $252,000 and $189,000,~~$0, respectively. ~~We recorded additional~~Our money market account generated interest ~~expense of approximately $1,054,000 related to amortization of the debt discount on notes payable~~income during the three months ended ~~December 31, 2020. We had a net loss for~~June 30, 2021 and 2020, respectively, in the amounts of $237 and $2,000.
17
Off-Balance Sheet Arrangements
For the three months ended ~~December 31,~~June 30, 2021 and 2020, ~~and 2019 totaling approximately $1,296,000 and $192,000, respectively.~~
~~Off-Balance Sheet Arrangements~~
~~For the nine months ended December 31, 2020 and 2019,~~ we have off-balance sheet arrangements for annual payments in relation to the mineral leases as disclosed in Note 3 of the ~~unaudited notes to~~ financial statements.
Critical Accounting Estimates
~~Management’s~~Management's discussion 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”).~~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 ~~U.S.~~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~~ valuation of ~~purchase option granted to JR,~~
·~~Valuation of stock~~ options granted to directors and officers using the Black-Scholes model and
·~~Valuation~~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

Disclosure Controls and Procedures

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~~our chief executive officer ("CEO") and ~~Chief Financial Officer,~~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)~~13a-15(e) and Rule ~~15d – 15(e)~~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 ~~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.

~~Changes in~~Management's Report on Internal Control over Financial Reporting

Our 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:

a) We did 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. We have limited experience in the areas of financial reporting and 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

b) Due 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 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.

As a result 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 reporting as of June 30, 2021, based on the criteria set forth by the COSO in Internal Control-Integrated Framework.

This Quarterly Report on Form 10-Q does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to SEC rules.
Changes to Internal Controls and Procedures over Financial Reporting
We intend 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. There 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.
Management's Remediation Plans
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.

PART ~~II. OTHER~~II. OTHER INFORMATION

Item 1. Legal ~~Proceedings~~
Proceedings.

None.

~~None~~

Item 1A. Risk 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, ~~2020.~~

In March 2020, the World Health Organization designated the new coronavirus (“COVID-19”) as a global pandemic. Federal, 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.

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.

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)
^(A)~~With respect~~On June 3, 2021, the Company issued 45,563 Common Shares to ~~sales designated by “Sec. 4(a)(2),” these shares were issued pursuant to~~Gerald Aberle as partial consideration for a settlement of debt. The Company relied on the exemption from registration ~~contained in to~~under 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~~Rule 506 of Regulation D for ~~investment only and not with a view toward distribution. None~~purposes of the ~~securities were sold through~~issuance of issuance common stock.
On June 4, 2021, the Company issued an ~~underwriter~~aggregate of 1,450,000 Common Shares to certain directors and ~~accordingly, there were no underwriting discounts~~consultants as a share bonus. The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act or ~~commissions involved.~~ Rule 506 of Regulation D for purposes of the issuance of issuance common stock.
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.
Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety ~~Disclosure~~
Disclosures

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~~three months ended June 30, ~~2017,~~2021, our ~~U.S.~~ exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration ~~(“MSHA”)~~ under theFederal Mine Safety and Health Act of 1977 ~~(the “Mine Act”)~~.

Item 5. Other Information

None.
~~None.~~
20
Item 6. Exhibits.

The following exhibits are attached hereto or are incorporated by reference:
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~~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~~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~~Annual Report on Form 10-KSB filed on July 14, 2006
3.5
Certificate of Change incorporated by reference from our ~~annual report~~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~~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~~and Plan of Merger, effective May ~~26, 2020 by~~13, 2021, among us, Dakota Holdco Corp., Dakota Merger Sub 1 Inc., Dakota Merger Sub 2 Inc. and ~~between~~ JR Resources Corp. ~~and~~
10.2 Form of 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~~Subscription Agreement
~~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,~~Jonathan Awde, Chief Executive Officer
31.2⁽¹⁾
Section 302 Certification of ~~Wm. Chris Mathers,~~Shawn Campbell, Chief Financial Officer
32.1⁽¹⁾
Section 906 Certification of ~~Gerald Aberle,~~Jonathan Awde, Chief Executive Officer
32.2⁽¹⁾
Section ~~906~~906 Certification of ~~Wm. Chris Mathers,~~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).

* Management contract or compensatory plan or arrangement

⁽¹⁾ Filed herewith
21

SIGNATURES

~~SIGNATURES~~
~~Pursuant to the requirements~~In accordance with Section 13 or 15(d) 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~~Jonathan Awde
By: ~~Gerald Aberle, duly authorized officer~~
Jonathan Awde
Chief Executive Officer, ~~and~~ Principal Executive Officer
and Director
Dated: ~~February 11,~~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

~~/s/ Wm. Chris Mathers~~
22
~~By: Wm. Chris Mathers, duly authorized officer~~
~~Chief Financial Officer and Principal Accounting Officer~~
~~Dated: February 11, 2021~~
22

		Page
	Part I
Item 1	Financial Statements (unaudited)	4
Item 2	~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations	14 15
Item 3	Quantitative and Qualitative Disclosures About Market Risk	19 18
Item 4	Controls and Procedures	19 18

	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	21 20
Item 6	Exhibits	21
Signatures		23 22

		December 31,		March 31,
		2020		2020
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	1,346,092	$	146,425
Restricted cash		4,357,246		-
Prepaid expenses and other current assets		95,253		7,649
Total current assets		5,798,591		154,074

Mineral properties		5,287,116		216,104
Office equipment, net		19,921		-

TOTAL ASSETS	$	11,105,628	$	370,178

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	401,714	$	501,818
Accounts payable, related party		13,211		1,790,829
Dividend payable		4,357,246		-
Line of credit		24,888		30,082
Note payable to related party		920,438		325,645
Total current liabilities		5,717,497		2,648,374

Notes payable, net of discount		567,179		300,000

TOTAL LIABILITIES		6,284,676		2,948,374

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT
Preferred stock, par value $0.001; 10,000,000 shares authorized, no
shares issued and outstanding as of December 31, 2020 and
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.

		Nine Months Ended				Three Months Ended
		December 31,				December 31,
		2020		2019		2020		2019
OPERATING EXPENSES
Exploration costs	$	576,260	$	63,008	$	94,335	$	23,850
General and administrative		524,266		451,233		158,100		164,773

Total operating expenses		1,100,526		514,241		252,435		188,623

LOSS FROM OPERATIONS		(1,100,526)		(514,241)		(252,435)		(188,623)

OTHER INCOME (EXPENSE)
Interest income		2,140		-		140		-
Interest expense		(1,322,244)		(9,353)		(1,048,735)		(3,144)
Other income (expense)		5,000		-		5,000		-

TOTAL OTHER INCOME
(EXPENSE), NET		(1,315,104)		(9,353)		(1,043,595)		(3,144)

NET LOSS	$	(2,415,630)	$	(523,594)	$	(1,296,030)	$	(191,767)

Net loss per common share - basic and
diluted	$	(0.03)	$	(0.01)	$	(0.01)	$	(0.00)

Weighted average shares outstanding -
basic and diluted		84,699,253		63,708,787		125,496,518		62,172,222

	Common Stock				Additional Paid-In		Accumulated
	Shares		Amount		Capital		Deficit		Total
Balance at March 31, 2020	65,416,787	$	65,417	$	2,734,130	$	(5,377,743)	$	(2,578,196)

Cashless exercise of stock options and warrants	1,498,177		1,498		(1,498)		-		-
Cash received for unissued shares	-		-		330,000		-		330,000
Debt discount assigned to purchase option	-		-		1,305,000		-		1,305,000
Net loss	-		-		-		(345,735)		(345,735)

Balance at June 30, 2020	66,914,964		66,915		4,367,632		(5,723,478)		(1,288,931)

Issuance of previously unissued shares	1,100,000		1,100		(1,100)		-		-
Cash received for unissued shares	-		-		50,000		-		50,000
Common stock issued upon exercise of
options	300,000		300		23,700		-		24,000
Common stock issued upon cashless
exercise of warrants	2,200,000		2,200		(2,200)		-		-
Net loss	-		-		-		(773,865)		(773,865)

Balance at September 30, 2020	70,514,964		70,515		4,438,032		(6,497,343)		(1,988,796)

Issuance of previously unissued shares	550,000		550		(550)		-		-
Common stock issued for cash	60,000,000		60,000		8,940,000		-		9,000,000
Common stock issued for investment
of mineral properties	3,000,000		3,000		1,317,000		-		1,320,000
Common stock issued upon conversion of debt	9,666,667		9,667		1,440,333		-		1,450,000
Common stock issued upon exercise of
options and warrants	7,650,000		7,650		599,350		-		607,000
Common stock issued upon cashless
exercise of options	507,692		508		(508)		-		-
Debt discount on notes payable, related party	-		-		86,024		-		86,024
Cash dividend ($0.055 per share)	-		-		(4,357,246)		-		(4,357,246)
Net loss	-		-		-		(1,296,030)		(1,296,032)

Balance at December 31, 2020	151,889,323	$	151,890	$	12,462,435	$	(7,793,373)	$	4,820,952



Balance at March 31, 2019	62,916,787	$	62,917	$	2,390,733	$	(4,263,470)	$	(1,809,820)

Net loss	-		-		-		(140,110)		(140,110)

Balance at June 30, 2019	62,916,787		62,917		2,390,733		(4,403,580)		(1,949,930)

Common stock issued for cash	1,000,000		1,000		99,000		-		100,000
Common stock issued for services	1,000,000		1,000		83,700		-		84,700
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)

	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

	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	-	$	-	-

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

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)

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~~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~~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~~Annual Report on Form 10-KSB filed on July 14, 2006

3.5		Certificate of Change incorporated by reference from our ~~annual report~~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~~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~~and Plan of Merger, effective May ~~26, 2020 by~~13, 2021, among us, Dakota Holdco Corp., Dakota Merger Sub 1 Inc., Dakota Merger Sub 2 Inc. and ~~between~~ JR Resources Corp. ~~and~~
10.2		Form of 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~~Subscription Agreement

~~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,~~Jonathan Awde, Chief Executive Officer
31.2⁽¹⁾		Section 302 Certification of ~~Wm. Chris Mathers,~~Shawn Campbell, Chief Financial Officer
32.1⁽¹⁾		Section 906 Certification of ~~Gerald Aberle,~~Jonathan Awde, Chief Executive Officer
32.2⁽¹⁾		Section ~~906~~906 Certification of ~~Wm. Chris Mathers,~~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).

/s/ ~~Gerald Aberle~~Jonathan Awde
By: ~~Gerald Aberle, duly authorized officer~~ Jonathan Awde
Chief Executive Officer, ~~and~~ Principal Executive Officer and Director
Dated: ~~February 11,~~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