UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
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For the transition period from ___________to ___________
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(Exact Name of Registrant as Specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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| Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No
As of November 10, 2021, there were
DAKOTA TERRITORY RESOURCES CORP
SEPTEMBER 30, 2021
(UNAUDITED)
TABLE OF CONTENTS
3
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
(Unaudited)
| September 30, | March 31, | |||||
| 2021 | 2021 | |||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | $ | ||||
| Prepaid expenses and other current assets | ||||||
| Total current assets | ||||||
| Mineral properties | ||||||
| Property and equipment | ||||||
| Total assets | $ | $ | ||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||
| Current liabilities | ||||||
| Accounts payable and accrued liabilities | $ | $ | ||||
| Current portion of notes payable - related party | ||||||
| Total current liabilities | ||||||
| Notes payable - related party | ||||||
| Total liabilities | ||||||
| Commitments and contingencies | ||||||
| Shareholders' equity | ||||||
| Common stock, par value $ |
||||||
| Additional paid-in capital | ||||||
| Accumulated deficit | ( |
) | ( |
) | ||
| Total equity | ||||||
| Total liabilities and shareholders' equity | $ | $ |
The accompanying notes are an integral part of these condensed consolidated interim financial statements
4
| Six Months Ended September 30, |
Three Months Ended September 30, |
|||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Operating expenses | ||||||||||||
| Exploration costs | $ | $ | $ | $ | ||||||||
| General and administrative expenses | ||||||||||||
| Total operating expenses | ||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Other income (expense) | ||||||||||||
| Loss on debt settlement | ( |
) | ( |
) | ||||||||
| Interest income | ||||||||||||
| Interest expense | ( |
) | ( |
) | ( |
) | ||||||
| Total other expense | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
| Net loss per share: | ||||||||||||
| Basic and diluted net loss per share | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
| Weighted average number of shares outstanding | ||||||||||||
| Basic and diluted | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements
5
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended September 30, |
||||||
| 2021 | 2020 | |||||
| Cash flows from operating activities | ||||||
| Net loss | $ | ( |
) | $ | ( |
) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Stock-based compensation expense | ||||||
| Loss on settlement of debt | ||||||
| Depreciation expense | ||||||
| Amortization of debt discount | ( |
) | ||||
| Changes in current assets and liabilities | ||||||
| Prepaid expenses and other current assets | ( |
) | ||||
| Accounts payable and accrued expenses | ||||||
| Accounts payable - related party | ||||||
| Notes payable | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||
| Cash flow from investing activities | ||||||
| Purchases of property and equipment | ( |
) | ( |
) | ||
| Purchases of mineral properties | ( |
) | ( |
) | ||
| Net cash used in investing activities | ( |
) | ( |
) | ||
| Cash flow from financing activities | ||||||
| Proceeds from sale of common stock, net of share issuance costs | ||||||
| Repayment of note payable - related party | ( |
) | ||||
| Proceeds from exercise of options | ||||||
| Proceeds from the issuance of note payable - related party | ( |
) | ||||
| Proceeds from note payable | ||||||
| Repayment of line of credit, net | ( |
) | ||||
| Net cash provided by financing activities | ||||||
| Net change in cash and cash equivalents | ||||||
| Cash and cash equivalents, beginning of period | ||||||
| Cash and cash equivalents, end of period | $ | $ | ||||
| Supplemental cash flow information: | ||||||
| Interest paid | $ | $ | ||||
| Taxes paid | $ | $ | ||||
| Non-cash investing and financing activities: | ||||||
| Common stock issued for investments in mineral properties | $ | $ | ||||
| Common stock issued for payment of notes payable | $ | $ | ||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
6
DAKOTA TERRITORY RESOURCE CORP.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the three and six months ended September 30, 2021 and 2020
(Unaudited)
| Common Stock | |||||||||||||||
| Shares | Amount | Additional Paid-in Capital |
Deficit | Total | |||||||||||
| Balance, March 31, 2021 | $ | $ | $ | ( |
) | $ | |||||||||
| Private placement | |||||||||||||||
| Cash received for unissued shares | - | ||||||||||||||
| Common stock issued for investment in mineral properties | |||||||||||||||
| Common stock issued upon issued of debt | |||||||||||||||
| Stock based compensation expense | |||||||||||||||
| Net loss for the Period | ( |
) | ( |
) | |||||||||||
| Balance, June 30, 2021 | $ | $ | $ | ( |
) | $ | |||||||||
| Common stock issued for cash | |||||||||||||||
| Cash received for unissued shares | - | ( |
) | ( |
) | ||||||||||
| Private placement | |||||||||||||||
| Common stock issued for investment in mineral properties | |||||||||||||||
| Common stock issued upon issued of debt | |||||||||||||||
| Share issuance costs | ( |
) | ( |
) | |||||||||||
| Stock-based compensation expense | - | ||||||||||||||
| Net loss for the Period | ( |
) | ( |
) | |||||||||||
| Balance, September 30, 2021 | $ | $ | $ | ( |
) | $ | |||||||||
| Balance, March 31, 2020 | $ | $ | $ | ( |
) | $ | ( |
) | |||||||
| Cashless exercise of stock options and warrants | ( |
) | |||||||||||||
| Cash received for unissued for cash | - | ||||||||||||||
| Debt discount assigned to purchase option | - | ||||||||||||||
| Net loss for the Period | - | ( |
) | ( |
) | ||||||||||
| Balance, June 30, 2020 | $ | $ | $ | ( |
) | $ | ( |
) | |||||||
| Issuance of previously unissued shares | ( |
) | |||||||||||||
| Cash received for unissued shares | - | ||||||||||||||
| Common stock issued upon exercise of options | |||||||||||||||
| Common stock issued upon cashless exercise of warrants | ( |
) | ( |
) | |||||||||||
| Net loss for the Period | ( |
) | ( |
) | |||||||||||
| Balance, September 30, 2020 | $ | $ | $ | ( |
) | $ | ( |
) | |||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
7
DAKOTA TERRITORY RESOURCES CORP
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(UNAUDITED)
Note 1-Summary of Accounting Policies
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements ("interim financial statements") of Dakota Territory Resource Corp. ("we", "us", "our", the "Company", "Dakota Territory") have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") and the rules of the Securities and Exchange Commission ("SEC") for interim statements, and should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report on Form 10-K, for the year ended March 31, 2021 as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended March 31, 2021 as reported in our Annual Report on Form 10-K, have been omitted. The year-end balance sheet data was derived from the audited financial statements. Unless otherwise noted, there have been no material changes to the footnotes from those accompanying the audited consolidated financial statements contained in the Company's Annual Report on Form 10-K.
Uncertainties and Economic Development
In March 2020, the World Health Organization designated the new coronavirus ("COVID-19") as a global pandemic. Federal, state and local governments have mandated orders to slow the transmission of the virus, including but not limited to shelter-in-place orders, quarantines, restrictions on travel, and work restrictions that prohibit many employees from going to work. Uncertainty with respect to the economic effects of the pandemic has resulted in significant volatility in the financial markets. The restrictions put in place by federal, state and local governments could delay our exploratory programs on our mineral properties. Furthermore, the impact of the pandemic on the global economy could also negatively impact the availability and cost of future borrowings should the need arise. It is unknown how long the adverse conditions associated with the pandemic will last and what the complete financial effect will be to the Company. The Company continues to monitor the impact that the pandemic, including relief bills enacted in response thereto, may have on operations. Currently, the Company is unable to determine the impact that the pandemic will have on its financial condition, results of operations, or liquidity.
Reverse Stock Split
Merger Agreement
Pursuant to an Amended and Restated Merger Agreement (the "Merger Agreement"), JR Resources Corp. ("JR") will change its name to Dakota Gold Corp. and the Company will merge (the "Merger") into a subsidiary of JR, with shareholders of the Company receiving one share of common stock of JR for each share of common stock of the Company.
In addition, at the closing of the Merger, (i) each outstanding option to purchase the Company's common stock, whether vested or unvested, will be assumed and converted into an option with respect to a number of shares of JR common stock in the manner set forth in the Merger Agreement and (ii) any outstanding awards of restricted stock units with respect to shares of the Company's common stock will be assumed and converted into the right to receive an award of restricted stock units representing a right to receive a number of shares of JR common stock in the manner set forth in the Merger Agreement. On or prior to the closing of the Merger, JR will have completed a reverse stock split such that the total number of JR shares will be proportionately reduced to
8
Note 1-Summary of Accounting Policies, continued
On or before completion of the Mergers: (i) JR will have changed its name to Dakota Gold Corp.; (ii) JR will have completed a reverse stock split such that the total number of JR shares will be proportionately reduced to
The completion of the Merger is subject to customary closing conditions for a transaction of this nature, including securities law compliance and the approval of the Company's shareholders.
Consolidation
On April 30, 2021, the Company incorporated Dakota Gold Services (Canada) Corp. ("Dakota Canada") under the British Columbia Business Corporations Act. These financial statements consolidate Dakota Canada, a wholly-owned subsidiary. All significant intercompany transactions and accounts have been eliminated on consolidation.
Note 2-Related Party Transactions
The Company engages in related party transactions that involve its officers and directors and/or companies controlled by the officers and directors. Following is an analysis of related party transactions:
Mr. Gerald Aberle is the Company's former President, Chief Executive Officer and is currently Chief Operating Officer of the Company. He is also a director and significant shareholder of the Company and the owner of Jerikodie Inc. ("Jerikodie"). Under a February 2012 agreement, Jerikodie earned a fixed consulting fee of $
Mr. Richard Bachman is the Company's former Chief Geological Officer ("CGO"). He is also a significant shareholder of the Company and the owner of Minera Teles Pires Inc. ("Minera Teles"). Under an October 2005 agreement that expired in March 2020, Minera Teles earned a $
During the three and six months ended September 30, 2021, the Company paid $
Messrs. Aberle and Bachman owned a
9
Note 2-Related Party Transactions, continued
Jonathan Awde was appointed Chief Executive Officer and Gerald Aberle resigned as Chief Executive Officer and was appointed Chief Operating Officer. He is also a director and significant shareholder of the Company. Under a March 2021 agreement, Jonathan Awde earns a fixed consulting fee of $
Note 3-Mineral Properties
On September 26, 2012, the Company was re-organized with North Homestake Mining Company and acquired the Blind Gold Property located in the Black Hills of South Dakota. In 2018 and 2019, the Company acquired additional acreage associated with the Company's City Creek Property and the Tinton Gold Camp. In 2020 and 2021, the Company increased the size of the Company's Blind Gold Property, the Tinton Property, the Poorman Anticline Property, the Ragged Top Gold Camp, the West Corridor Property and the City Creek Property through both acquisitions and staking.
On October 26, 2020, the Company completed the purchase of the Maitland Gold Property from Homestake Mining Company of California ("HMCC"), a wholly owned subsidiary of Barrick Gold Corporation ("Barrick"). At closing, the Company paid Barrick $
On October 14, 2021 the Company entered into an option agreement to acquire the Richmond Hill Property in the Homestake District, South Dakota. Under the terms of the agreement, Dakota Territory has a three-year option to acquire
On September 7, 2021 the Company entered into an option agreement to acquire surface rights and certain residual facilities in the Homestake District, South Dakota from the HMCC. The agreement provides for exclusive access to Homestake's extensive historic data sets which chronicle its 145-year exploration and mining history throughout South Dakota. Under the terms of the agreement, the Company has a three-year option to acquire
In total, the Company currently holds nine brownfield project areas in the district comprised of
As of September 30, 2021 and March 31, 2021, the Company's mineral properties totaled $
Note 4-Notes Payable, continued
JR Resources Corp.
In February 2020, the Company entered into a $
10
Note 4-Notes Payable
On January 20, 2021, the Company borrowed $
In March 2021, the Company and JR effected the second and final closing under the option, whereby JR acquired
Note 5-Property and Equipment
As of September 30, 2021 and March 31, 2021, the Company's property and equipment consists of the following:
| Estimated Useful Life (Years) |
September 30, 2021 |
March 31, 2021 |
|||||||
| Land | $ | $ | |||||||
| Building |
|
||||||||
| Furniture and equipment |
|
||||||||
|
|
|||||||||
| Less accumulated depreciation | ( |
) | ( |
) | |||||
| Property and equipment, net | $ | $ |
Depreciation expense for the three and six months ended September 30, 2021 was $
Note 6-Shareholders' Equity
Common Stock
Our authorized capital stock consists of
On June 23, 2021, the Company issued
During the six months ended September 30, 2021, the Company also issued (i)
Of the
During the three months ended June 30, 2020, the Company issued
11
Note 6-Shareholders' Equity, continued
At September 30, 2021, there were
Common Stock Options, Restricted Stock Units and Warrants
On January 25, 2015, the Company's board of directors adopted a plan entitled the "2015 Omnibus Incentive Plan." The 2015 Omnibus Incentive Plan is no longer in effect and no further securities will be issued under the 2015 Omnibus Incentive Plan, other than in respect of
On March 11, 2021, the Company's board of directors adopted a plan entitled the "2021 Stock Incentive Plan." The 2021 Stock Incentive Plan has a total of
Outstanding stock options under the 2021 Stock Incentive Plan have a term of five years. Outstanding stock options granted to third-party service providers generally vest over a period of up to two years. The Company recognized stock-based compensation related to issuance of stock options totaling $
On May 17, 2021, the Company granted
A summary of the Company's stock option activity and related information for the period ended September 30, 2021 is as follows:
| Shares | Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life (In Years) |
Aggregate Intrinsic Value |
|||||||||
| Outstanding as of March 31, 2021 | $ |
|
$ | |||||||||
| Options granted |
|
( |
) | |||||||||
| Outstanding as of September 30, 2021 | $ |
|
$ | |||||||||
| Options exercisable as of September 30, 2021 | $ |
|
During the six months ended September 30, 2021, we estimated the fair value of each stock option to have a weighted average grant date fair value of $
On September 13, 2021 the Company granted
There were no warrants outstanding as of September 30, 2021 and March 31, 2021.
12
Note 7-Subsequent Event
On October 18, 2021 the Company granted
13
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q may also contain statistical data and estimates we obtained from industry publications and reports generated by third parties. Although we believe that the publications and reports are reliable, we have not independently verified their data.
Forward-Looking Statements
This Quarterly Report on Form 10-Q and the exhibits attached hereto contain "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern our anticipated results and developments of our operations in future periods, planned exploration and development of our properties, plans related to our business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "plans", "estimates" or "intends", the negatives thereof, variations thereon and similar expressions or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q, include, but are not limited to:
Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:
14
This list is not exhaustive of the factors that may affect our forward-looking statements. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Except as required by law, we disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all the forward-looking statements contained in this Quarterly Report on Form 10-Q by the foregoing cautionary statements.
This management's discussion and analysis should be read in conjunction with our financial statements and notes thereto as set forth herein. Readers are also urged to carefully review and consider the various disclosures made by us, which attempt to advise interested parties of the factors which affect our business, including without limitation, the disclosures made under "Risk Factors" of our most recent Form 10-K.
Our unaudited financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
Since we are an exploration stage company and have not generated revenues to date, our business is subject to numerous contingencies and risk factors beyond our control, including exploration and development risks, competition from well-funded competitors, and our ability to manage growth.
Overview
Our goal is to create shareholder value through the acquisition, responsible exploration and future development of high caliber gold properties in the Homestake District of South Dakota. Our management and technical teams have more than 50 combined years of mining and exploration experience with Homestake Mining Company, which we believe has uniquely positioned Dakota Territory to leverage our direct experience and knowledge of past exploration endeavors to focus our programs at the point where Homestake Mining Company left off in the 1990's.
The Homestake District has yielded approximately 44.6 million ounces of gold production from a 100 square mile area. Despite the historic gold gold production from the area, we believe the District is generally underexplored and lacks a concerted effort to search for gold under the cover of younger sedimentary and igneous rocks that dominate the surface. The Homestake District is a safe low-cost jurisdiction with well-developed mining infrastructure and is a jurisdiction in which regulatory authorities have consistently demonstrated a willingness to work with responsible operators to permit well-planned compliant projects.
Since 2012, we have consistently pursued a strategy of expanding our portfolio of brownfields exploration properties located exclusively within the Homestake District to build a dominant land position with the goal of consolidating the remaining mineral potential. Our property acquisitions have been based on our past exploration experiences, the extensive data sets we have assembled over the past 8 years, and new research we have conducted on the gold system that created the District. We have not established that any of our projects or properties contain any proven or probable reserves under SEC Industry Guide 7.
Planned Activities
Our planned activities during fiscal 2022 are focussed on advancing our Maitland, Blind Gold, City Creek and Tinton gold exploration properties and to continue to build on our overall property position in the Homestake District of South Dakota.
We continue to model data acquired by our broad high-definition airborne geophysical survey - as well as a recent and extensive ground geophysics survey covering a large area in the Homestake District - to enhance our current drill targets, as well as to screen other areas of interest within the district. We have budgeted for several field sampling/mapping programs and to continue to locate and add historic information to our extensive data sets. We have planned to complete site preparations and to conduct our first drill program on the deep Maitland iron-formation target and other tertiary-replacement targets in the Maitland area - as well as deep iron-formation targets and other tertiary-replacement targets at our City Creek Property, and targets in the new option agreement area at Richmond Hill. Additionally, our budget provides for the commencement of necessary permit work for the Blind Gold, Tinton and City Creek Properties and provides for our general operating expenses and the maintenance of the Company's mining claims and leases.
15
|
Table: Fiscal Year 2022 Proposed Exploration Expenditures (millions) |
|
|
General & administrative |
$ 3.4 |
|
Drilling, Field programs/Met Testing/Data Compilation |
$ 6.2 |
|
Property Acquisition |
$ 3.8 |
|
TOTAL |
$13.4 |
Since we are an exploration stage company and have not generated revenues to date, our cash flow projections are subject to numerous contingencies and risk factors beyond our control, including exploration and development risks, competition from well-funded competitors, and our ability to manage growth. We can offer no assurance that our expenses will not exceed our projections.
As at the date of this management's discussion and analysis, the company has commitments to purchase three exploration properties, totaling approximately $503,000, which are expected to close in November and December 2021.
Merger Agreement
Pursuant to an Amended and Restated Merger Agreement (the "Merger Agreement"), JR Resources Corp. ("JR") will change its name to Dakota Gold Corp. and the Company will merge (the "Merger") into a subsidiary of JR, with shareholders of the Company receiving one share of common stock of JR for each share of common stock of the Company.
In addition, at the closing of the Merger, (i) each outstanding option to purchase the Company's common stock, whether vested or unvested, will be assumed and converted into an option with respect to a number of shares of JR common stock in the manner set forth in the Merger Agreement and (ii) any outstanding awards of restricted stock units with respect to shares of the Company's common stock will be assumed and converted into the right to receive an award of restricted stock units representing a right to receive a number of shares of JR common stock in the manner set forth in the Merger Agreement. On or prior to the closing of the Merger, JR will have completed a reverse stock split such that the total number of JR shares will be proportionately reduced to 35,641,667.
On or before completion of the Mergers: (i) JR will have changed its name to Dakota Gold Corp.; (ii) JR will have completed a reverse stock split such that the total number of JR shares will be proportionately reduced to 35,641,667 JR shares; (iii) shareholders of Dakota Territory other than JR will receive one share of common stock of JR Resources for each share of common stock of Dakota Territory; (iv) each outstanding option to purchase Dakota Territory common stock, whether vested or unvested, will be assumed and converted into an option with respect to a number of shares of JR common stock in the manner set forth in the Merger Agreement; and (v) each outstanding award of restricted stock units with respect to shares of Dakota Territory common stock will be assumed and converted into the right to receive an award of restricted stock units representing a right to receive a number of shares of JR common stock in the manner set forth in the Merger Agreement.
The completion of the Merger is subject to customary closing conditions for a transaction of this nature, including securities law compliance and the approval of the Company's shareholders.
Liquidity and Capital Resources
We are an exploration-stage company and do not generate revenues. As such, we finance our operations and the acquisition and exploration of our mineral properties through the issuance of share capital, and we could be materially adversely affected if we were unable to raise capital because of market or other factors.
As of September 30, 2021, we had working capital of $51,754,820 and our accumulated deficit as of September 30, 2021 was $25,755,696. We had a net loss for the six months ended September 30, 2021 of $17,212,912.
During the six months ended September 30, 2021, the Company issued a total of 11,203,661 shares of common stock for net proceeds of $49,504,424.
During our fiscal year ending March 31, 2022, the Company plans to spend approximately $13.4 million. The timing of these expenditures is dependent upon a number of factors, including the availability of contractors.
Results of Operations
Three months ended September 30, 2021 and 2020
Revenue
We had no operating revenues for the three months ended September 30, 2021 and 2020.
Exploration Costs
During the three months ended September 30, 2021 and 2020, our exploration costs were approximately $1,847,676 and $355,728, respectively. Included in these costs were share-based compensation and payments of annual claim maintenance fees related to our mineral properties. The largest increase year over year related to $878,250 of share-based compensation expense in the three months ended September 30, 2021 (2020 - $0) and having additional funds as a result of the financing proceeds from JR (the "Purchase Agreement"), which funded the airborne geophysical survey and review and compilation of historical geological data.
General and Administrative
Our general and administrative expenses for the three months ended September 30, 2021 and 2020 were $3,157,804 and $214,372, respectively. These largest expense was for $1,832,465 of share-based compensation expense in the three months ended September 30, 2021 (2020 - $0), while legal, accounting and professional fees and investor relations accounted for $597,887 (2020 - $90,663).
16
Revenue
We had no operating revenues for the six months ended September 30, 2021 and are currently not profitable. As a result of ongoing operating losses, we had an accumulated deficit of approximately $25,755,696 as of September 30, 2021.
Exploration Costs
During the six months ended September 30, 2021, our exploration costs were approximately $4,031,317 (2020 - $482,189). Included in these costs were share-based compensation and payments of annual claim maintenance fees related to our mineral properties. The increase year over year related to $2,794,280 of share-based compensation expense in the six months ended September 30, 2021 (2020 - $0) and having additional funds as a result of the financing proceeds from JR (the "Purchase Agreement"), which funded the airborne geophysical survey and review and compilation of historical geological data.
General and Administrative
Our general and administrative expenses for the six months ended September 30, 2021 and 2020 were approximately $13,063,396 and $365,902, respectively. The largest expense was $10,520,683 for share-based compensation in the six months ended September 30, 2021 (2020 - $0). Other general and administrative expenses necessary for our operations accounted for $1,593,952 during the six-month period (2020 - $190,639) and legal, accounting and professional fees and investor relations during the six-month period were $911,715 (2020 - $175,403).
We had losses from operations for the six months ended September 30, 2021 and 2020 totaling approximately $17,094,713 and $848,091, respectively. We had total net losses for the six months ended September 30, 2021 and 2020 of approximately $17,212,912 and $1,119,600, respectively. We incurred interest expense for the six months ended September 30, 2021 and 2020, respectively, in the amounts of $12 and $273,509 and recognized a loss on settlement of related party debt of $124,521 and $0, respectively. Our money market account generated interest income during the six months ended September 30, 2021 and 2020, respectively, in the amounts of $6,334 and $2,000.
Off-Balance Sheet Arrangements
As at September 30, 2021 and 2020, we have off-balance sheet arrangements for annual payments in relation to the mineral leases as disclosed in Note 3 of the financial statements.
Critical Accounting Estimates
Management's discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with US GAAP. Preparation of financial statements requires management to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and the related disclosures of contingencies. Management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are fairly presented in accordance with US GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Management believes that the following critical accounting estimates and judgments have a significant impact on our financial statements: valuation of options granted to directors and officers using the Black-Scholes model and fair value of mineral properties. The accounting policies are described in greater detail in Note 2 to our audited annual financial statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021.
Disclosure Controls and Procedures
At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision of and with the participation of our management, including our chief executive officer ("CEO") and chief financial officer ("CFO"), of the effectiveness of the design and operations of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation the CEO and the CFO have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
As previously disclosed in the Company's Annual Report on Form 10-K filed with the SEC for the year ending March 31, 2021, the Company identified a material weakness related to insufficient personnel with an appropriate level of technical accounting knowledge, experience and training in the application of GAAP . Additionally, the company did not have an independent Audit Committee. Due to its small size, the Company did not have proper segregation of duties in certain areas of the financial reporting process, including cash receipts and disbursements, approval of purchases and approval of accounts payable invoices for payment.
As a result of the existence of these material weaknesses as of September 30, 2021, management has concluded that we did not maintain effective internal control over financial reporting as of September 30, 2021, based on the criteria set forth by the COSO in Internal Control-Integrated Framework.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
The Company is committed to maintaining a strong internal control environment. In order to address the material weaknesses in internal control over financial reporting noted above, management with oversight and direction from the Audit Committee and the Board of Directors, is developing a remediation plan. We have taken the following remediation steps:
- Formed an independent Audit Committee in September 2021. The Audit Committee has responsibility for oversight of the financial reporting process and the company's system of internal controls.
- Engaged a third party, and hired additional personnel to assist the company with accounting and reporting requirements and address segregation of duties issues.
- Identified a third-party advisor to assist with the remediation plan and continuous control improvement initiatives. We expect to execute a signed engagement with this advisor in November 2021.
As we continue to develop and implement our remediation plan, additional remediation steps will be identified and adopted.
We will consider the material weaknesses remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively.
The Company, including its CEO and CFO, does not expect that its internal controls and procedures will prevent or detect all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
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Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors
There have been no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended March 31, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Except as set forth below, all unregistered sales of equity securities during the period covered by this Quarterly Report were previously disclosed in our current reports on Form 8-K.
On August 2, 2021, the Company issued 99,049 Common Shares to Richard Bachman as partial consideration for a settlement of debt. The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D for purposes of the issuance of common stock.
During the quarter ended September 30, 2021, the Company issued an aggregate of 1,208,595 Common Shares to certain vendors of mineral properties as partial consideration for certain mineral properties. The Company relied on the exemption from registration under Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D for purposes of the issuance of issuance common stock.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the three months ended June 30, 2021, our exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977.
Item 5. Other Information
None.
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The following exhibits are attached hereto or are incorporated by reference:
* Management contract or compensatory plan or arrangement
(1) Filed herewith
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DAKOTA TERRITORY RESOURCE CORP.
| /s/ Jonathan Awde | |
| By: Jonathan Awde | |
| Chief Executive Officer, Principal Executive Officer and Director | |
| Dated: November 10, 2021 | |
| /s/ Gerald Aberle | |
| By: Gerald Aberle | |
| Chief Operating Officer and Director | |
| Dated: November 10, 2021 | |
| /s/ Stephen O'Rourke | |
| By: Stephen T. O'Rourke | |
| Director | |
| Dated: November 10, 2021 | |
| /s/ Robert Quartermain | |
| By: Robert Quartermain | |
| Director | |
| Dated: November 10, 2021 | |
| /s/ Alex Morrison | |
| By: Alex G. Morrison | |
| Director | |
| Dated: November 10, 2021 | |
| /s/ Jennifer Grafton | |
| By: Jennifer Grafton | |
| Director | |
| Dated: November 10, 2021 | |
| /s/ Amy Koenig | |
| By: Amy Koenig | |
| Director | |
| Dated: November 10, 2021 | |
| /s/ Shawn Campbell | |
| By: Shawn Campbell | |
| Chief Financial Officer | |
| Dated: November 10, 2021 |
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