SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 15, 2020
DAKOTA TERRITORY RESOURCE CORP
(Exact Name of Registrant as Specified in its Charter)
Nevada |
| Commission File Number |
| 98-0201259 |
(State or other jurisdiction of incorporation or organization) |
| 000-50191 |
| (I.R.S. Employer Identification Number) |
10580 N. McCarran Blvd., Building 115 – 208 |
Reno, NV 89503 |
(Address of Principal Executive Offices and Zip Code) |
|
(605) 717-2450 |
(Issuer's telephone number) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
In May 2020, as previously disclosed and filed with the Securities and Exchange Commission (“SEC”) in a Form 8-K dated May 27, 2020 (“May 8-K”), Dakota Territory Resources Corp. (“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 (“Shares”) 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 Company common stock for aggregate consideration of $10,450,000, $9,000,000 in cash and $1,450,000 upon conversion of the principal amount of the May 2020 promissory note. The Company will utilize the proceeds of this closing to fund the execution of business and exploration strategies, for working capital and for other corporate purposes. 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 for 4 months (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, (ii) certain defined terms were amended to give effect to the four month extension, and (iii) 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. The above description of the Amending Agreement does not purport to be complete and is qualified in its entirety by the full text of the referenced document which is incorporated herein, attached hereto as Exhibit 10.1.
Subject to the terms and conditions set forth in the Agreement, JR shall have the right, prior to February 15, 2021, to purchase the balance of up to 72,900,000 Shares (for a purchase price of up to $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. In the event of a closing where the amount of Shares purchased, added together with previously purchased Shares from the Company, results in a change of control (“Change of Control Closing”), the closing deliverables to be negotiated and mutually agreed upon include the application of the use of proceeds, negotiation of employment agreements, agreement on equity grants pursuant to an equity compensation plan to be adopted, and amended bylaws to be adopted that will govern the appointment of up to three JR director designees (two of which were incorporated into the Amending Agreement). 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.
Until February 15, 2021, the Company has agreed to conduct its business in the ordinary course consistent with past practice, and without the prior consent of JR the Company shall not:
·adopt or propose any amendment to its articles of incorporation or bylaws;
·effect any equity financings in excess of $250,000, exclusive of any common stock issued upon, and any proceeds received from, the exercise of outstanding derivative securities and common stock issued upon conversion by JR of the note;
·incur any additional debt or issue any debt securities other than in the ordinary course of business;
·make any material loans or advances or assume or guarantee any obligations, except for existing financing arrangements or otherwise in the ordinary course of business;
·sell, transfer, assign, relinquish or dispose of any material asset or property; and
·other than in the ordinary course of business, modify or amend in any material respect or terminate any material contract.
If and upon a Change of Control Closing, it is contemplated that the Company board shall consist of JR designees and certain current Company directors, as Company designees, it being understood that the number of Company directors shall not exceed five, and that the number of JR designees at any given time shall be one more than the number of Company designees. In the event of any vacancy in the office of any JR designee, a majority of the remaining JR designees shall have the right to designate a replacement, and in the event of any vacancy in the office of any Company designee, a majority of the remaining Company designees shall have the right to designate a replacement, in each case to fill such vacancy. These rights will be incorporated in amended bylaws to be negotiated and mutually agreed upon. The Company shall cause a Schedule 14f-1 to be filed with the SEC and mailed to the Company shareholders prior to the JR designee having a majority representation on the Company board.
Commencing on October 15, 2020 and ending on the earlier of (i) 18 months therefrom and (ii) the uplisting of the Company common stock (or the common stock of a successor-in-interest to the Company) to the NYSE or the Nasdaq Stock Market (“Standstill Period”), JR has agreed to the following corporate governance provisions, among others:
·to not vote its Shares to remove any Company designee without the consent of a majority of the Company designees or approve a material amendment to the articles of incorporation or the amended bylaws unless approved and recommended by a majority of the Company Designees;
·JR shall vote its Shares for the election of Company designees;
·any transaction between JR or any of its affiliates, on the one hand, and the Company, on the other hand (including, without limitation, the issuance of Company capital stock or derivative securities to JR or any of its affiliates and entering into certain business combinations by and between JR, the Company and any of their respective affiliates), shall be subject to approval by the Company designees and the JR designees shall recuse themselves from voting on the approval of such transactions; and
·
·not to engage in proxy solicitations or certain communications (other than in connection with a sale of the Company to a third party), or acquire additional shares of Company common stock or assets of the Company, in each case without the approval of the Company designees.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 is hereby incorporated herein by reference. The 69,666,667 shares of Company common stock 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.
Item 5.01 Changes in Control of Registrant.
The information in Item 1.01 is hereby incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 15, 2020, Alex Morrison, age 57, was nominated, appointed and elected a director to fill a vacancy to serve until the next annual meeting or until his successor is duly elected and qualified. Mr. Morrison is a mining executive and chartered professional accountant with over 25 years of experience in the mining industry. Mr. Morrison has held board and senior executive positions with a number of mining companies, most recently serving as a director of Energy Fuels Corporation since August 2019, Gold Standard Ventures since September 2017, Gold Resource Corporation since March 2016, Taseko Mines Limited from 2011 to July 2020, Detour Gold Corporation from 2010 until December 2018, and as vice president and chief financial officer of Franco-Nevada Corporation from 2007 to 2010. From 2002 to 2007, Mr. Morrison held increasingly senior positions at Newmont Mining Corporation, including vice president, operations services and vice president, information technology. Prior to that, Mr. Morrison was vice president and chief financial officer of NovaGold Resources Inc., vice president and controller of Homestake Mining Company and held senior financial positions at Phelps Dodge Corporation and Stillwater Mining Company. Mr. Morrison began his career with PricewaterhouseCoopers LLP after obtaining his Bachelor of Arts in Business Administration from Trinity Western University.
Pursuant to the Agreement and Amending Agreement, upon a Change of Control Closing, JR will have the right to appoint up to three directors. The Company agreed with JR to appoint one designee in connection with the first closing on October 15, 2020, that designee being Mr. Morrison. As the Company does not maintain an audit, compensation or nominating committee, Mr. Morrison will not serve on any committee. As of the date hereof, Mr. Morrison will not receive any compensation, although he may be entitled to receive compensation in the future.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information in Item 1.01 is hereby incorporated herein by reference; to date, no amendment to the Company’s bylaws has been adopted.
Item 8.01 Other Events.
On October 16, 2020, we entered into a definitive agreement to purchase 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”). Pursuant to the terms of the definitive agreement, the Company has agreed to pay consideration to Barrick comprised of $3.5 million cash and the issuance of 3 million shares of Dakota Territory’s common stock. Additionally, Barrick will retain a 2.5% net smelter returns royalty on the property. Completion of the acquisition is subject to satisfaction of certain customary conditions, expected to be completed on or about October 23, 2020. Assuming closing, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit Index:
Exhibit Number |
| Description |
EX – 10.1 |
| Amending Agreement dated October 15, 2020 by and between JR Resources Corp. and Dakota Territory Resource Corp |
EX – 99.1 |
| Press Release dated October 15, 2020 |
EX – 99.2 |
| Press Release dated October 19, 2020 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DAKOTA TERRITORY RESOURCE CORP | |
| |
Date: | October 21, 2020 |
By: | /s/ Gerald M. Aberle |
| Gerald M. Aberle, |
| PRESIDENT AND CHIEF EXECUTIVE OFFICER |
Exhibit 10.1
AMENDING AGREEMENT
This Amending Agreement (the “Agreement”) is made as of the 15th day of October, 2020, by and between Dakota Territory Resource Corp, a Nevada corporation (the “Company”), and JR Resources Corp., a Nevada corporation (“JR”).
WHEREAS, on May 26, 2020 the Company and JR entered into an agreement (the “Original Agreement”), pursuant to which the Company granted a subscription right to JR to purchase from the Company a certain amount of Shares on or prior to 5:00 p.m. Vancouver time on October 15, 2020.
WHEREAS, concurrently upon execution of this Agreement, JR intends to exercise in part its right to purchase Shares pursuant to the Original Agreement for an Investment Amount of $10,450,000, payable $9,000,000 in cash and $1,450,000 through the conversion of the Amended Note being collectively the Investment Amount, and the Company shall issue to JR 69,666,667 Shares on Closing, being the number of Shares derived by dividing the Investment Amount by the Per Share Purchase Price in accordance with section 2.2(a)(i)(A) of the Original Agreement, all as set out in the Notice of Exercise attached hereto.
WHEREAS, the parties contemplate that the cash proceeds of such Closing shall be used as specified in the mutually agreed use of proceeds schedule referred to in section 2.2(a)(i)(D) of the Original Agreement, which is required to be delivered by the Company as a Company Deliverable on Closing.
WHEREAS, concurrently upon execution of this Agreement, the Company intends to appoint up to two of the JR Designees (to join the three existing Company directors), such that immediately following the execution of this Agreement, the Company Board will consist of up to five directors, up to two of whom will be JR Designees.
WHEREAS, the Company is contemplating the purchase of additional surface and mineral rights located in the State of South Dakota.
WHEREAS, because the COVID-19 pandemic has delayed the accomplishment of certain of the milestones set out in the Original Agreement, the Parties acknowledge that it is in their respective best interests to extend the Termination Date to February 15, 2021.
WHEREAS, section 7.6 of the Original Agreement provides that any term of the Original Agreement may be amended, terminated or waived only with the written consent of the Company and JR prior to a Change of Control Closing or as otherwise provided in the Original Agreement.
NOW, THEREFORE, in consideration of JR exercising its right to purchase Shares pursuant to the Original Agreement in the Investment Amount specified herein, the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged and agreed is beneficial for both parties, the Company and JR agree as follows:
Section 1 Amendment to Original Agreement.
The Original Agreement is hereby amended as follows, to be effective as of the date hereof:
(1)in section 1.1, the definition of “Termination Date” is amended and restated in its entirety as follows:
“Termination Date” shall mean 5:00 p.m. Vancouver time on February 15, 2021, being the date the right to purchase Shares under this Agreement expires, unless such right to purchase Shares is terminated prior thereto by (i) mutual agreement of JR and the Company or (ii) the purchase by JR of the maximum number of Shares as provided for in this Agreement.
(2)in section 1.1, the definition of “Shares” is amended and restated in its entirety as follows:
“Shares” means the shares of Common Stock purchased by JR pursuant to the Election Notice in an amount up to 142,566,667 shares of Common Stock, less (i) the shares of Common Stock issued upon conversion of the Amended Note (9,666,667 shares), and (ii) Shares previously acquired by JR from the Company pursuant to this Agreement; provided that the amount of Shares shall be increased, if any New Equity is issued, by the product of 1.8 times the number of shares of Common Stock issued in the New Equity.
(3)in section 1.1, the definition of “Standstill Period” is amended and restated in its entirety as follows:
“Standstill Period” means the period commencing on the Closing Date of the first Closing to occur under this Agreement and ending on the earlier of (i) 18 months from such Closing Date or (ii) the uplisting of the Common Stock (or the common stock of a successor-in-interest to the Company) to an Approved Trading Market (including an uplisting by a successor company in an Approved Business Combination).
(4)in section 1.1, the definition of “Investment Amount” is amended and restated in its entirety as follows:
“Investment Amount” means an amount up to $21,385,000 as stated in the Election Notices, less (i) the conversion amount of the Amended Note ($1,450,000), and (ii) the aggregate per share Purchase Price of the Shares previously acquired by JR from the Company pursuant to this Agreement; provided that such Investment Amount shall be increased, if any New Equity is issued, by the product of 1.8 times the dollar amount raised by the issuance of New Equity.
(5)in section 1.1, the definition of “New Equity” is amended and restated in its entirety as follows:
“New Equity” shall mean Common Stock financings subsequent to the date of this Agreement and prior to the Termination Date, excluding (i) any shares of Common Stock issued upon, and any proceeds received from, the exercise of Company derivative securities that are issued and outstanding on the date of this Agreement, (ii) Common Stock issued upon conversion of the Amended Note, (iii) any equity funding provided by JR pursuant to this Agreement or otherwise, and (iv) up to 3,000,000 shares of Common Stock issued by the Company in connection with the purchase of additional surface and mineral rights located in the State of South Dakota.
(6)section 2.2(a)(ii)(B) is amended and restated in its entirety as follows:
a resolution(s) adopted by the Company Board, effective on the Change of Control Closing or the Effective Time, as applicable, whereby (i) one of the Company directors who is not a JR Designee resigns and the second and/or third JR Designee is appointed (or, if the first Closing under this Agreement is a Change of Control Closing, one of the Company directors who is not a JR Designee resigns and three JR Designees are appointed), such that upon the adoption of such resolution(s), the Company Board shall consist of the three JR Designees and the two Company Designees, (ii) the Amended Bylaws are adopted and approved, and (iii) other Company Deliverables requiring Company Board approval at a Change of Control Closing are adopted and delivered;
(7)a new section 2.2(a)(iii) is added, reading as follows:
on the first Closing to occur under this Agreement (provided such Closing is not a Change of Control Closing, which event is addressed in Section 2.2(a)(ii)(B) above), a resolution adopted by the Company Board, effective on the Closing Date, whereby two vacancies are created and up to two of the JR Designees are appointed. For the avoidance of doubt, upon the adoption of such resolution, the Company Board shall consist of up to two JR Designees and three directors who are not JR Designees.
(8) section 4.5(b) is amended and restated in its entirety as follows:
effect any equity financings in excess of $250,000, exclusive of (i) any Common Stock issued upon, and any proceeds received from, the exercise of derivative securities issued and outstanding on the date of this Agreement, (ii) Common Stock issued upon conversion of the Amended Note, (iii) any equity funding provided by JR pursuant to this Agreement or otherwise, and (iv) up to 3,000,000 shares of Common Stock issued by the Company in connection with the purchase of additional surface and mineral rights located in the State of South Dakota.
(9)section 5.2(e) is amended by replacing “October 15, 2020” with “Termination Date”; and
(10)section 7.15 is amended and restated in its entirety as follows:
The right to purchase Shares under this Agreement shall terminate at 5:00 Vancouver time on February 15, 2021, with all other rights and obligations of the parties set forth in this Agreement remaining in full force and effect.
Section 2 Reference to and Effect on the Original Agreement.
(1)Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of any party under the Original Agreement, and shall not alter, modify or amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Agreement or the Transaction Documents. Capitalized terms used herein without definition have the same meanings as in the Original Agreement.
(2)This Agreement is incorporated by reference in, and forms an integral part of, the Original Agreement. Upon execution of this Agreement, each reference in the Original Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Original Agreement as amended hereby, and each reference to the Original Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Original Agreement shall mean and be a reference to the Original Agreement as amended hereby.
(3)The Original Agreement (as amended hereby) and the Transaction Documents (other than the Amended Note which has been converted in full and cancelled as of the date hereof) shall remain in full force and effect, other than those provisions amended pursuant to Section 1 of this Agreement.
Section 3 Miscellaneous
(1)Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
(2)Further Assurances. From and after the date of this Agreement, upon the reasonable request of either JR or the Company, the respective parties shall execute and deliver such instruments, documents, or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.
(3)Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.
(4)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the provisions set forth in the Original Agreement.
(5)Severability. Should any one or more of the provisions of this Agreement be determined to be illegal or unenforceable, all other provisions of this Agreement shall be given effect separately from the provision or provisions determined to be illegal or unenforceable and shall not be effected thereby.
(6)Entire Agreement. This Agreement and the Original Agreement (including Closing Deliverables delivered) constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
DAKOTA TERRITORY RESOURCE CORP. | |
| |
By: | /s/ Gerald M. Aberle |
| Gerald M. Aberle, Chief Executive Officer |
JR RESOURCES CORP. | |
| |
By: | /s/ Jonathan T. Awde |
| Jonathan T. Awde, Chief Executive Officer |
Exhibit 99.1
Dakota Territory Resource Corp Announces First Closing of Purchase Right
Company Positioned to Advance Exploration Assets
Lead, South Dakota, October 16, 2020 -- Dakota Territory Resource Corp (OTCQB: DTRC) ("Dakota Territory" or the "Company") is pleased to announce that pursuant to the purchase right agreement signed on May 26, 2020, JR Resources Corp has purchased 69,666,667 shares of Dakota Territory’s common stock for aggregate consideration of $10,450,000, $9,000,000 in cash and $1,450,000 upon conversion of the principal amount of the May 2020 promissory note. Dakota Territory will utilize the proceeds of this closing to fund the execution of our corporate business and exploration strategies, for working capital and for other corporate purposes. Additionally, the Company and JR Resources have extended the balance of the May 2020 purchase right for 4 months, 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.
Through this closing, JR Resources has acquired approximately 47% of the Company’s common stock on a fully diluted basis. In recognition of the ownership structure, Dakota Territory’s Board is being increased from 3 to 5 seats and one of the vacancies is being filled by Alex Morrison, effective October 15, 2020. Mr. Morrison is a mining executive and chartered professional accountant with over 25 years of experience in the mining industry. Mr. Morrison has held board and senior executive positions with a number of mining companies, most recently serving as a director of Detour Gold Corporation until December 2018 and as vice president and chief financial officer of Franco-Nevada Corporation from 2007 to 2010. From 2002 to 2007, Mr. Morrison held increasingly senior positions at Newmont, including vice president, operations services and vice president, information technology. Prior to that, Mr. Morrison was vice president and chief financial officer of NovaGold Resources Inc., vice president and controller of Homestake Mining Company and held senior financial positions at Phelps Dodge Corporation and Stillwater Mining Company. Mr. Morrison began his career with PricewaterhouseCoopers LLP after obtaining his Bachelor of Arts in Business Administration from Trinity Western University.
Since 2012, Dakota Territory has been actively engaged in the acquisition of gold mining and exploration property located exclusively in the Homestake District that we believe to be a good fit for both the goals of our shareholders and the Black Hills Community. Over the past four months, Dakota Territory has greatly expanded its brownfields property position based on the Company’s extensive historic data sets and recently completed airborne geophysical survey.
“We are seizing this opportunity to build value for our shareholders.” said President and CEO of Dakota Territory, Jerry Aberle. “Our evolving relationship with JR Resources has paired us with the business experience and access to capital markets that will allow us to efficiently explore the Homestake District on the scale warranted our project portfolio in this market”.
About JR Resources Corp.
JR Resources Corp. is a well-funded private Nevada company founded by seasoned mining industry professionals. The Company is focused on investing in mineral resource development opportunities and providing support to management teams as they move projects forward.
About Dakota Territory Resource Corp
Dakota Territory Resource Corp is a Nevada Corporation with offices located at Lead, South Dakota. Dakota Territory is committed to creating shareholder value through the acquisition and responsible exploration and development of high caliber gold properties in the Black Hills of South Dakota.
Dakota Territory maintains 100% ownership of six gold properties covering approximately 12,238 acres in the heart of the Northern Black Hills of South Dakota, including the Blind Gold, City Creek, West Corridor, Homestake Paleoplacer, Ragged Top and Tinton Properties. Dakota Territory is uniquely positioned to leverage Management’s extensive exploration and mining experience in the District with Homestake Mining Company. For more information on Dakota Territory, please visit the Company's website at http://DakotaTRC.com/.
Investor Relations
Investor Relations Contact: For more information, please contact Dakota Territory Resource Corp (605) 717-2540
Cautionary Note to U.S. Investors
The United States Securities and Exchange Commission ("SEC") limits disclosure for U.S. reporting purposes to mineral deposits that a company can economically and legally extract or produce. Our property currently does not contain any known proven or probable ore reserves under SEC reporting standards. Our reference above to the various formations and mineralization believed to exist in our property as compared to historical results and estimates from other property in the district is illustrative only for comparative purposes and is no indication that similar results will be obtained with respect to our property. U.S. investors are urged to consider closely the disclosure in our latest reports filed with the SEC. You can review and obtain copies of these filings at http://www.sec.gov/edgar.shtml.
Exhibit 99.2
Dakota Territory Resource Corp Announces Agreement to Purchase Maitland Gold Property
Key Property Acquisition to Consolidate Homestake Corridor
Lead, South Dakota, October 19, 2020 -- Dakota Territory Resource Corp (OTCQB: DTRC) ("Dakota Territory" or the "Company"), is pleased to announce that Dakota Territory has entered into a definitive agreement to purchase 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”). Pursuant to the terms of the definitive agreement, the Company has agreed to pay consideration to Barrick comprised of $3.5 million cash and the issuance of 3 million shares of Dakota Territory’s common stock. Additionally, Barrick will retain a 2.5% net smelter returns (NSR) 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 District. The purchase serves to extend the target area at the Blind Gold Property and also covers Homestake’s “North Drift” gold discovery of the late 1980’s at the southern end of the property. Completion of the acquisition remains subject to satisfaction of certain conditions that are customary for a transaction of this nature and the acquisition is expected to be completed on or about October 23, 2020.
“This is a major step forward for Dakota Territory Resource Corp” commented President and CEO, Jerry Aberle. “Dakota Territory Resource Corp was founded as a South Dakota enterprise as a direct result of our mining and exploration experience here in Black Hills. We have deep roots with Homestake, including our Advisory Board that is still comprised of four former senior executives of Homestake Mining Company. We are pleased to be in a position to resume work at the Maitland Property and very excited to welcome Barrick as a shareholder.”
About Dakota Territory Resource Corp
Dakota Territory Resource Corp is a Nevada Corporation with offices located at Lead, South Dakota. Dakota Territory is committed to creating shareholder value through the acquisition and responsible exploration and development of high caliber gold properties in the Black Hills of South Dakota.
Dakota Territory maintains 100% ownership of seven gold properties covering approximately 14,350 acres in the heart of the Northern Black Hills of South Dakota, including the Blind Gold, City Creek, West Corridor, Homestake Paleoplacer, Ragged Top, Tinton and Maitland Properties. Dakota Territory is uniquely positioned to leverage Management’s extensive exploration and mining experience in the District with Homestake Mining Company. For more information on Dakota Territory, please visit the Company's website at http://DakotaTRC.com/.
Investor Relations
Investor Relations Contact: For more information, please contact Dakota Territory Resource Corp (605) 717-2540
Cautionary Note to U.S. Investors
The United States Securities and Exchange Commission ("SEC") limits disclosure for U.S. reporting purposes to mineral deposits that a company can economically and legally extract or produce. Our property currently does not contain any known proven or probable ore reserves under SEC reporting standards. Our reference above to the various formations and mineralization believed to exist in our property as compared to historical results and estimates from other property in the district is illustrative only for comparative purposes and is no indication that similar results will be obtained with respect to our property. U.S. investors are urged to consider closely the disclosure in our latest reports filed with the SEC. You can review and obtain copies of these filings at http://www.sec.gov/edgar.shtml.