Item 5.07 Submission of Matters to a Vote of Security Holders.
Dakota Territory Resource Corp. (the "Company") held a special meeting of
stockholders on March 24, 2022 (the "Meeting"). A total of 55,800,485 shares of
common stock, par value $0.001 per share, of the Company (the "Common Stock"),
out of a total of 70,850,983 shares of Common Stock issued and outstanding and
entitled to vote as of the close of business on February 18, 2022, the record
date for the determination of stockholders entitled to vote at the Meeting, were
present or represented by proxy at the Meeting and, therefore, a quorum was
present. A summary of the voting results for the following proposals, each of
which is described in more detail in the Company's definitive proxy statement
filed with the Securities and Exchange Commission and which was mailed or
otherwise delivered to the Company's stockholders on or about March 9, 2022, is
set forth below.
At the Meeting, by a vote of stockholders entitled to vote, the stockholders
voted upon and approved proposals to:
i. adopt and approve the Amended and Restated Agreement and Plan of Merger,
dated as of September 10, 2021 (as may be amended from time to time, the "merger
agreement"), by and among the Company, JR Resources Corp., a Nevada corporation
("JR Resources"), DGC Merger Sub I Corp., a Nevada corporation, and DGC Merger
Sub II LLC, a Nevada limited liability company, and approve the transactions
contemplated thereby (the "Merger," and the proposal, the "Merger Proposal");
ii. approve the Dakota Territory Resource Corp. 2021 Stock Incentive Plan (the
"Incentive Plan Proposal");
iii. elect seven directors (Robert Quartermain, Stephen O'Rourke, Jonathan Awde,
Gerald Aberle, Jennifer Grafton, Amy Koenig and Alex Morrison) to serve for a
term that expires on the date of the next Annual Meeting of Stockholders of
Dakota Gold Corp. (the "Director Proposal"); and
iv. ratify the appointment of Ham, Langston & Brezina, L.L.P. as the Company's
independent registered public accounting firm for fiscal year 2022 (the "Auditor
Proposal").
The following shareholders of the Company were not entitled to vote on the
Merger Proposal: JR Resources; Jonathan Awde, director, officer and stockholder
of JR Resources; Robert Quartermain, a significant stockholder of JR Resources;
Mac Jackson, director of JR Resources; and William Gehlen, director of JR
Resources. Election results for the Merger Proposal are as follows:
For Against Abstain
19,678,990 1,756 444,286
Election results for the Incentive Plan Proposal are as follows:
For Against Abstain
55,668,881 63,189 68,415
Election results for the Director Proposal are as follows:
For Against Abstain
55,722,716 21,268 56,501
Election results for the Auditor Proposal are as follows:
For Against Abstain
55,318,573 28 481,884
Because there were sufficient votes to approve the Merger Proposal, the vote was
not called on the proposal to adjourn the Meeting, if necessary or appropriate,
to solicit additional proxies if, immediately prior to such adjournment,
sufficient votes to approve the Merger Proposal have not been obtained by the
Company.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated March 24, 2022
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