0001062993-22-009588.txt : 20220404 0001062993-22-009588.hdr.sgml : 20220404 20220404211758 ACCESSION NUMBER: 0001062993-22-009588 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220331 FILED AS OF DATE: 20220404 DATE AS OF CHANGE: 20220404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Grafton Jennifer S CENTRAL INDEX KEY: 0001513547 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50191 FILM NUMBER: 22805007 MAIL ADDRESS: STREET 1: 9540 SOUTH MAROON CIRCLE, SUITE 200 CITY: ENGLEWOOD STATE: CO ZIP: 80112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DAKOTA TERRITORY RESOURCE CORP CENTRAL INDEX KEY: 0001182737 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 800942566 FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 141 GLENDALE DRIVE CITY: LEAD STATE: SD ZIP: 57754 BUSINESS PHONE: (605) 717-2540 MAIL ADDRESS: STREET 1: 141 GLENDALE DRIVE CITY: LEAD STATE: SD ZIP: 57754 FORMER COMPANY: FORMER CONFORMED NAME: MUSTANG GEOTHERMAL CORP DATE OF NAME CHANGE: 20100831 FORMER COMPANY: FORMER CONFORMED NAME: UREX ENERGY CORP. DATE OF NAME CHANGE: 20060705 FORMER COMPANY: FORMER CONFORMED NAME: LAKEFIELD VENTURES INC DATE OF NAME CHANGE: 20020826 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0306 4 2022-03-31 1 0001182737 DAKOTA TERRITORY RESOURCE CORP DTRC 0001513547 Grafton Jennifer S 141 GLENDALE DRIVE LEAD SD 57754 1 0 0 0 Stock Options 5.09 2022-03-31 4 D 0 100000 D 2021-09-13 2026-09-13 Common Stock 100000 0 D Reflects securities disposed of pursuant to the Mergers (as defined below). On March 31, 2022, the Issuer and Dakota Gold Corp., formerly JR Resources Corp. ("Dakota Gold") combined pursuant to that certain Amended and Restated Agreement and Plan of Merger entered into by and among the Issuer, Dakota Gold, DGC Merger Sub I Corp. ("Merger Sub I") and DGC Merger Sub II LLC ("Merger Sub II"), dated as of September 10, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub I merged with and into the Issuer (the "First Merger"), with the Issuer surviving and then merging with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of Dakota Gold (the "Mergers"). JR Resources Corp. changed its name to Dakota Gold Corp. prior to the Mergers. The options vest one-third on September 13, 2021, one-third on the first anniversary of the date of grant and one-third on the second anniversary of the date of grant. At the effective time of the Mergers, each outstanding Issuer stock option or restricted stock unit, whether vested or unvested, was assumed and converted into an option or restricted stock unit, as applicable, with respect to shares of common stock of Dakota Gold equal to the number of shares of Issuer common stock subject to such option or restricted share unit, on the same terms and conditions as applied to such option or restricted share unit immediately prior to the effective time of the Mergers. /s/ Daniel Cherniak, as attorney-in-fact for Jennifer S Grafton 2022-04-04