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                             November 19, 2021

       Jonathan Awde
       Chief Executive Officer
       JR Resources Corp.
       1588     609 Granville Street
       Vancouver, BC V7Y 1G5

                                                        Re: JR Resources Corp.
                                                            Draft Registration
Statement on Form S-4
                                                            Submitted October
25, 2021
                                                            CIK No. 0001852353

       Dear Mr. Awde:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Draft Registration Statement on Form S-4 submitted October 25, 2021

       Questions and Answers About the Dakota Special Meeting
       Q: What constitutes a quorum at the special meeting?, page 4

   1.                                                   Based on the
disclosures in the beneficial ownership table at page 88 and elsewhere, it
                                                        appears that a quorum
at the Dakota Special Meeting will be assured because of the
                                                        number of Dakota shares
held by JR Resources. Please revise the proxy statement /
                                                        prospectus throughout
to emphasize this point.
       Conditions to the Completion of the Transactions, page 12

   2.                                                   We note your disclosure
that completion of the transactions is conditioned upon receipt by
                                                        Dakota of a written
opinion of Skadden, Arps, Slate, Meagher and Flom LLP to the effect
                                                        that, for U.S. federal
income tax purposes, the First Merger and the Second Merger, taken
 Jonathan Awde
FirstName LastNameJonathan  Awde
JR Resources Corp.
Comapany 19,
November  NameJR
              2021 Resources Corp.
November
Page 2    19, 2021 Page 2
FirstName LastName
         together, constitute a single integrated transaction that qualifies as
a    reorganization
         under Section 368(a) of the Code and the Treasury Regulations. Insofar
as this appears to
         be a waivable condition, please file an executed opinion of counsel
before effectiveness
         even though the merger agreement is conditioned upon the receipt of
the favorable tax
         opinion at closing, and undertake to recirculate and resolicit if the
condition is waived and
         the change in tax consequences would be material. See Section III.D.3
of Staff Legal
         Bulletin 19 (October 14, 2011).
Vote Required for Approval, page 35

3.       You state that approval of the Dakota Merger Proposal requires the
affirmative vote of the
         holders of a majority of the outstanding shares of Dakota common stock
held by
         stockholders other than JR, Jonathan Adwe, Robert Quartermain, Mac
Jackson, and
         William Gehlen. You also state that certain stockholders of Dakota,
holding
         approximately 7.43% of the issued and outstanding shares of Dakota
common stock, have
         entered into a support agreement pursuant to which they agree to vote
in favor of the
         transactions. Please revise to include the disclosure required by Item
3(h) of Part I.A. of
         Form S-4 comparing the percentage of outstanding shares entitled to
vote held by
         directors, executive officers, and their affiliates, and the vote
required for approval of the
         proposed transaction. To provide appropriate context, please provide a
revised discussion
         of the "majority-of-the-minority" provision you reference to
distinguish the separate
         impact of the agreement with the holders of the 7.43% of shares.
Background of the Transactions, page 41

4.       We note your disclosure that a special committee formed by the board
of directors
         of Dakota Territory Resource Corp. engaged Herrera Partners, an
investment bank and
         financial consultant, to conduct a fairness analysis in 2020 of the
proposed transaction
         with JR. We further note your disclosure that Herrera Partners
delivered a presentation on
         the fairness of the proposed transaction to the special committee, and
that the committee
         and the board resolved to accept Herrera Partners    fairness analysis
and opinion. Insofar
         as the subject 2020 transaction and related fairness opinion are
inextricably linked to the
         currently contemplated transactions, please furnish in the amended
proxy statement /
         prospectus the same information as would be required by Item 1015(b)
of Regulation M-
         A, including the detailed summary Item 1015(b)(6) requires. Refer to
Item 4(b) of Form
         S-4.
Interests of JR's Directors and Officers in the Transactions
Employment of Executive Officers, page 49

5.       We note your disclosure in this section that Jonathan Awde will serve
as President and
         Chief Executive Officer of Dakota Gold, Gerald Aberle will serve as
Chief Operating
         Officer of Dakota Gold, and Shawn Campbell will serve as Chief
Financial Officer of
         Dakota Gold. However, we note disclosure at page 84 that Messrs.
Aberle and Campbell
         are not currently directors or officers of JR. Please revise to
identify clearly all material
 Jonathan Awde
FirstName LastNameJonathan  Awde
JR Resources Corp.
Comapany 19,
November  NameJR
              2021 Resources Corp.
November
Page 3    19, 2021 Page 3
FirstName LastName
         potential conflicts of interest that pre-merger directors and
executive officers of JR may
         have in the transactions.
Unaudited Pro Forma Condensed Consolidated Combined Financial Information, page
69

6.       Please provide an introductory paragraph to the pro forma financial
information pursuant
         to Rule 11-02(a)(2) of Regulation S-X.
3. Description of Transaction, page 70

7.       Disclose how you accounted for the issuance of shares and related
transactions disclosed
         here.
4. Pro Forma Assumptions and Adjustments , page 71

8.       Please explain clearly what the adjustments reflect and the
assumptions involved as
         required by Rule 11-02(a)(8) of Regulation S-X. In addition explain
the basis for
         eliminating all of general and administrative expenses of DTRC
reflected in adjustment
         4(a)
Information About JR, page 73

9.       Please revise to include the mineral property disclosure required
under Item 1303, Item
         1304, and Item 1305 of Regulation S-K for the mineral properties held
by JR Resources.
         See Item 14(b) of Form S-4 and the Corporation Finance Compliance and
Disclosure
         Interpretations (C&DI) 155.03.
Liquidity and Capital Resources, page 76

10.      Please provide a discussion and analysis of liquidity and capital
resources for the year
         ended March 31, 2021. In addition, revise to include robust
discussions of your operating,
         investing and financing cash flows for the periods presented. Refer to
         Item 303 of Regulation S-K and SEC Release No. 33-8350 as it relates
to liquidity and
         capital resources.
Legal Matters, page 104

11.      Although you indicate that the material U.S. federal income tax
consequences relating to
         the transactions for Dakota stockholders will be passed upon for
Dakota by Skadden,
         Arps, Slate, Meagher & Flom LLP, the disclosure at page 51 under "U.S.
Federal Income
         Tax Consequences" does not make clear that it constitutes the opinion
of Skadden, and
         you do not list a tax opinion as an exhibit. Please file the
appropriate short- or long-form
         tax opinion as an exhibit and revise the corresponding disclosure
accordingly.
12.      In addition, you state at page 52 that "for U.S. federal income tax
purposes, the First
         Merger and the Second Merger, taken together, are intended to
constitute a single
         integrated transaction that qualifies as a 'reorganization' within the
meaning of section
 Jonathan Awde
FirstName LastNameJonathan  Awde
JR Resources Corp.
Comapany 19,
November  NameJR
              2021 Resources Corp.
November
Page 4    19, 2021 Page 4
FirstName LastName
         368(a) of the Code." You also state (underlining added) that Dakota's
obligation "to
         complete the mergers is conditioned upon the receipt of a tax opinion
from Skadden to the
         effect that, for U.S. federal income tax purposes, the mergers should
constitute a
         reorganization within the meaning of section 368(a) of the Code."
Please ask counsel to
         provide, or to explain why it cannot provide, a    will    opinion. In
that case, ask counsel to
         describe the degree of uncertainty in the opinion. Lastly, the company
may state which
         position it intends to take if challenged by the IRS. See Section
III.C.4 of Staff Legal
         Bulletin 19 (October 14, 2011).

13.      You state at page 52 that your discussion "assumes that the mergers,
taken together, will
         constitute a single integrated transaction that qualifies as a
'reorganization' within the
         meaning of section 368(a) of the Code." Please revise your disclosure
to clarify what
         constitutes the opinion of named counsel. Also, note that counsel
cannot assume any legal
         conclusion underlying the opinion. See Staff Legal Bulletin 19 at
Section III.C.3.

Note 4 - Acquisition, page F-10

14.      We note your disclosure that the acquisition of control of DTRC took
place on
         October 15, 2020. However, we note disclosures in Note 4, page F-50
indicate that the
         final closing in March 12, 2021 resulted in a change in control to JR.
In addition,
         background of the transactions discussions on page 40 indicate that
concurrent with final
         change of control closing on March 12, 2021, JR appointed CEO and
majority of
         members of DTRC board. Hence, it appears change of control took place
upon final
         closing on March 12, 2021 rather than on October 15, 2020. Tell us how
you determined
         that acquisition of control of DTRC took place on October 15, 2020 and
provide us the
         specific accounting literature that supports the basis for your
conclusion. Revise your
         financial statements and disclosures as appropriate.

15.      We note your disclosures regarding the acquisition of DTRC. Please
address the following
         issues:
             Please provide your analysis that supports your conclusion that
the acquisition of
             DTRC was an asset acquisition rather than a business combination.
Refer to
             guidance in ASC 805-10-25-1 and 55-3A to 55-9 and revise your
disclosures as
             appropriate;
             We note that in October 2020, you purchased 17,416,667 common
shares of DTRC
             for aggregate consideration of $10,450,000 and in March 2021,
purchased 18,225,000
             common shares of DTRC for an aggregate consideration of
$10,935,000 for a total
             consideration of $21,385,000. Explain to us how you determined the
cost of
             acquiring assets of DTRC of $24,856,871 and how it complies with
ASC 805-50-30-
             1 and 30-2;
             Please explain to us the basis for including the value of
convertible promissory note
             of $1,836,667 and value of purchase right of $12,339,161 in
determining the cost of
 Jonathan Awde
JR Resources Corp.
November 19, 2021
Page 5
           acquiring the assets of DTRC, and how you considered the analogous
guidance in
           ASC 805-10-55-18. Please revise to describe how you derived these
values and
           disclose the relevant key assumptions;
             Please disclose how you allocated the cost in accordance with
805-50-30-3. Explain
           how you determined the values of mineral properties; and
             Please disclose your accounting policy regarding measurement of
non-controlling
           interest and show us how you determined the non-controlling interest
at acquisition
           dates and subsequent reporting periods.
16.   Based on your discussions on page 40-44, it appears that contemplating
potential merger
      transaction, you entered into a contract to acquire shares of DTRC at an
agreed price of
      $.60 per share. Tell us how you concluded that this contract between you
and DTRC to
      enter into a potential merger transaction is a derivative instrument
under ASC 815 and
      how you considered by analogy to the guidance in ASC 815-10-15-74(C).
Show us how
      your accounting is appropriate.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Raj
Rajan, Staff
Accountant, at (202) 551-3388 if you have questions regarding comments on the
financial
statements and related matters. For questions regarding engineering comments,
you may contact
John Coleman, Mining Engineer, at (202) 551-3610. Please contact Liz
Packebusch, Staff
Attorney, at (202) 551-8749 or Timothy S. Levenberg, Special Counsel, at (202)
551-3707 with
any other questions.



                                                           Sincerely,
FirstName LastNameJonathan Awde
                                                           Division of
Corporation Finance
Comapany NameJR Resources Corp.
                                                           Office of Energy &
Transportation
November 19, 2021 Page 5
cc:       Richard Raymer
FirstName LastName