Item 1.01 Entry into a Material Definitive Agreement.

On October 14, 2021, Dakota Territory Resource Corp. ("Dakota Territory" or the "Company") entered into a binding definitive option agreement (the "Definitive Agreement") to acquire LAC Minerals (USA) LLC ("LAC") and Homestake Mining Company of California's ("HMCC" or "Homestake") Richmond Hill Property in the Homestake District, South Dakota (the "Richmond Hill Property"). The Definitive Agreement aligns with Dakota Territory's strategic objective to be the premier South Dakota exploration company with the largest land and mineral tenure holdings in the historic Homestake District. HMCC and LAC are wholly-owned subsidiaries of Barrick Gold Corporation ("Barrick").

Under the terms of the Definitive Agreement, Dakota Territory has a three-year option to acquire 2,126 acres of surface and mineral rights with attendant facilities held by HMCC and LAC (the "Option"). In consideration for the Option, Dakota Territory has made a cash payment of US$100,000 and issued 400,000 shares of common stock of the Company ("Shares") to Barrick and will make annual Option payments of US$100,000 during the Option period. Dakota Territory may exercise the Option on or before September 7, 2024, by assuming all of the liabilities and bonds currently held by LAC and HMCC for the Richmond Hill Property. In addition, on exercise of the Option, Dakota Territory will issue Barrick 400,000 Shares and grant a 1.0% NSR to Barrick with respect to any gold that may be recovered from the Richmond Hill Property. Upon exercise of the Option, Barrick may own up to 5.55 million shares, representing a potential 7.48% interest in Dakota Territory based on Shares outstanding as of October 14, 2021.

Under the Definitive Agreement and in aggregate with Dakota Territory's other property holdings, Dakota Territory will own or have under lease a total property package of 34,657 mineral acres (38,918 acres total) in the immediate Homestake District.

Item 3.02 Unregistered Sales of Equity Securities.

The information in Item 1.01 is hereby incorporated herein by reference. The 400,000 Shares were issued and sold in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. No commissions were paid in connection herewith.

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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits


Exhibit No.   Description

   10.1         Option Agreement for Purchase and Sale of Real Property dated October
              14, 2021 between Homestake Mining Company of California, LAC Minerals
              (USA) LLC and Dakota Territory Resource Corp.
   99.1         Press Release, dated October 14, 2021
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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