JR Resources Corp agreed to acquire Dakota Territory Resource Corp. (OTCPK:DTRC) on May 13, 2021. Under the terms of the agreement, JR Resources and Dakota Territory will form a new company. The new shares will be issued to JR Resources shareholders in a manner similar to its holding in Dakota Territory. Therefore, JR Resources shareholders will hold 63.4% stake in the new formed company. The new company will be named “Dakota Gold Corp.” The ticker symbol on the OTCQB will remain unchanged, although a "D" will be placed at the end of the ticker symbol (DTRCD) for 20 business days following the reverse stock split. As per the amended agreement, Dakota Territory shareholders will receive one share of JR Resources, or each share of Dakota Territory; JR Resources shareholders will continue to hold shares of JR Resources and Immediately prior to the closing of the Merger, JR Resources will complete a reverse share split such that the total number of JR Resources shares will be proportionately reduced to 35,641,667 JR Resources shares. Upon the closing of the transaction, Dakota Territory's former stockholders will own approximately 49% and JR's existing stockholders will own approximately 51% of the outstanding shares of Dakota Gold Corp. common stock. Dakota Gold's common stock will be traded on the NYSE American stock exchange (the “NYSE American”) under the symbol “DGC".

The completion of the Merger is subject to customary closing conditions including, regulatory approvals, securities law compliance, the approval of JR Resources shareholders and the approval of Dakota Territory shareholders. The transaction is also subject to effeteness of registration statement. The board of directors both companies have unanimously approved the transaction. The Dakota board recommends that holders of Dakota common stock vote “FOR” the Dakota Merger Proposal. A special meeting of the stockholders of Dakota Territory Resource Corp will be held on March 24, 2022. On March 24, 2022, the transaction was approved at the special meeting of stockholders of Dakota Territory. At the Meeting, shareholders of Dakota Territory approved a proposal to adopt and approve the Amended and Restated Agreement and Plan of Merger, dated as of September 10, 2021. Michael Hong of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Dakota Territory Resource Corp. Richard Raymer of Dorsey & Whitney LLP is acting as legal advisor to JR Resources. Odyssey Trust Company acted as transfer agent to Dakota.