Option Agreement for Purchase and Sale of Real Property dated October 14, 2021 between Homestake Mining Company of California, LAC Minerals (USA) LLC and Dakota Territory Resource Corp

EX-10.1 2 exhibit10-1.htm EXHIBIT 10.1 Dakota Territory Resource Corp.: Exhibit 10.1 - Filed by newsfilecorp.com

OPTION AGREEMENT

FOR PURCHASE AND SALE OF REAL PROPERTY

This Option Agreement for Purchase and Sale of Real Property ("Contract") is made and entered into as of October 14, 2021 (the "Effective Date"), by and among Homestake Mining Company of California, a California corporation ("Homestake") and LAC Minerals (USA) LLC, a Delaware limited liability company ("LAC Minerals" and together with Homestake, the "Owners"), and Dakota Territory Resource Corp., a Nevada corporation ("Option Holder"). Homestake shall act as the "Administrative Agent" for Owners under this Agreement. Homestake, LAC Minerals and Option Holder sometimes may be referred to in this Contract individually as a "Party", and collectively as the "Parties".

RECITALS

WHEREAS, Owners are the owners of the fee lands and patented mining claims situated in Lawrence County, South Dakota, which are more particularly described in Exhibit B attached hereto and made a part hereof, together with any buildings and other improvements thereon related to Mining Operations and any and all appurtenances thereto (collectively, the "Property");

AND WHEREAS, Owners wish to grant to Option Holder, and Option Holder wishes to obtain from Owners, the Option (as defined below) from the Effective Date until the Option Exercise Expiration Date (as defined herein), in exchange for the Option Consideration (as defined below);

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the foregoing and of the mutual promises and covenants contained in this Contract, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties, hereby covenant and agree as to the following:

TERMS AND CONDITIONS

1. Definitions. The following terms when used in this Contract shall have the following meanings:

1.1 Additional Option Cash Consideration. The meaning set forth in

Section 2.2.2.

1.2 Additional Option Cash Consideration Payment Date. The meaning set

forth in Section 2.2.2.

1.3 Administrative Agent. The meaning set forth in the Preamble, having an address for notices at 301 South Main Street, Suite 1150, Salt Lake City, Utah 84101, Attention: General Counsel (North America) with copies to Owner's Attorney.

1.4 Affiliate. With respect to any Person, any other Person that directly or indirectly, through one of more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (and its derivatives) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

1.5 Attorneys' Fees. All reasonable fees and expenses charged or incurred by an attorney for services and the services of any paralegals, legal assistants or law clerks, including, but not limited to, reasonable fees and expenses charged for representation at the trial level and in all appeals, and the reasonable fees and expenses of experts.

1.6 Business Day. Any day that the banks in New York City, New York and Toronto, Ontario, Canada are open for business, excluding Saturdays and Sundays.

1.7 Closing. The delivery of the Closing Documents, which shall occur at a mutually agreed time and place on the Closing Date. The term "Close" shall have a correlative meaning.

1.8 Closing Date. The date of the Closing as mutually agreed by the Parties; provided that it shall be no later than thirty (30) days after the date of execution of the Purchase Agreement.

1.9 Closing Documents. The Quitclaim Deed and the Bill of Sale, each in the form attached to the Purchase Agreement, and the other Closing Documents (as defined in the Purchase Agreement).

1.10 Confidentiality Parties. The meaning set forth in Section 10.14.1

1.11 Contract. The meaning set forth in the Preamble.

1.12 Contract Matters. The meaning set forth in Section 10.14.1.

1.13 Dakota Shares. Shares of common stock, par value $0.001 per share, of

Option Holder.

1.14 Data. All data, documentation and information which Owners possess relating to the Property, including, by way of illustration and not by limitation: (a) all geological, geochemical and geophysical maps, reports, surveys and tests; (b) deeds, mortgages, ALTA or boundary surveys, licenses, title insurance reports and policies, or equivalent documentation, if any; (c) all drill hole maps, drill logs, drill core, drill cuttings, chip trays, and other samples taken from the Property; (d) all engineering and metallurgical reports, studies and tests; (e) all sample and assay logs, maps, reports and tests; (f) all mineral resource and ore reserve calculations, estimates, reports, studies and tests; (g) all anthropological, biological, cultural, hydrologic, environmental, meteorological, and other like reports, studies, surveys and tests; and (h) all other data relating to the Property, including any such data, documentation or information in digital, electronic, magnetic, optical and written format, all of which is unverified, but, in each case, excluding Privileged Documents.

1.15 Effective Date. The meaning set forth in the Preamble.

1.16 Encumbrance. Any lien, pledge, mortgage, indenture, option, royalty, deed of trust, rights granted under a streaming agreement or other alternative financing agreement, security interest, charge, claim, reservation, easement, right-of-way, restriction, servitude, surface use agreement, imperfection of title, right of first offer or first refusal or similar right, encroachment or other similar encumbrance or obligation created in favor of a third party.

1.17 Environmental Laws. All applicable Governmental Requirements relating to the protection of human health and safety, the environmental or hazardous or toxic substances or wastes, pollutants or contaminants.

1.18 Exploration. Any activities, including physically invasive activities, seismic monitoring, mapping, conducting base line or foundation studies, site engineering, surveys or survey updates, appraisals, environmental assessments or other testing, or other surface-related geophysical work, directed toward ascertaining the existence, location, quantity, quality or commercial value of mineral deposits, including drilling required after discovery of potentially commercial mineralization, all in accordance with Mining Industry Best Practices, but excluding Mining Operations.

1.19 Exploration Plan. The meaning set forth in Section 4.1.1.

1.20 Financial Statements. The consolidated audited annual financial statements of Option Holder and the unaudited quarterly financial statements of Option Holder, prepared in accordance with GAAP.

1.21 GAAP. Generally accepted accounting principles in the United States,

consistently applied.

1.22 Governmental Authority. Any federal, state, county, municipal or other governmental department, entity, authority, commission, board, bureau, court, agency or any instrumentality of any of them.

1.23 Governmental Requirement. Any law, enactment, statute, code, ordinance, rule, regulation, formal interpretation, judgment, decree, writ, injunction, franchise, Permit, certificate, license, authorization, agreement, or other direction or requirement of any Governmental Authority now existing or hereafter enacted, adopted, promulgated, entered, or issued applicable to Owners, the Property or the Data.

1.24 Homestake. The meaning set forth in the Preamble, having an address for notices at 301 South Main Street, Suite 1150, Salt Lake City, Utah 84101, Attention: General Counsel (North America) with copies to Owner's Attorney.

1.25 Knowledge of Owner. For each Owner, the actual knowledge of Jeff Burich, Patrick Malone and Michael McCarthy, without further investigation.

1.26 LAC Minerals. The meaning set forth in the Preamble, having an address for notices at 301 South Main Street, Suite 1150, Salt Lake City, Utah 84101, Attention: General Counsel (North America) with copies to Owner's Attorney.

1.27 Material Adverse Event. The meaning set forth in Section 8.1.7.

1.28 Memorandum of Option. The Memorandum of Option in the form attached

hereto as Exhibit C.

1.29 Mining Industry Best Practices. The best practices; methods; specifications; licensing requirements; standards of care, skill, diligence, safety and performance; environmental health and safety standards (including the use of certified or third party verified environmental management systems and adherence to the International Council on Mining and Metals guiding principles, or such other established industry standards as may be agreed in writing by the Parties from time to time); and acts generally engaged in or observed by recognized and experienced international mining companies, as in effect from time to time for Mining Operations, which are consistent with good judgment, reliability, and safety, all in compliance with applicable Governmental Requirements (including Environmental Laws).

1.30 Mining Operations. Any mining, extracting, producing, handling, milling, leaching, beneficiation or other processing of ores; any preparation for the removal and recovery of minerals, in-fill drilling, pre-production stripping, stripping and the construction or installation of any mill, leach facilities, or any other improvements to be used for the mining, extracting, producing, handling, milling, leaching, beneficiation or other processing of ores; actions performed during or after the foregoing to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Property or other compliance with Environmental Laws; and the attendant reclamation and remediation and closure upon completion of the foregoing, including obligations or responsibilities that are reasonably expected to or actually continue or arise, such as, without limitation, future monitoring, management, treatment or stabilization.

1.31 Option. The meaning set forth in Section 2.1.

1.32 Option Cash Consideration. The meaning set forth in Section 2.2.1.

1.33 Option Consideration. The meaning set forth in Section 2.2.

1.34 Option Exercise Notice. The written notice from Option Holder received by the Administrative Agent during the Option Period confirming Option Holder's exercise of the Option granted under this Contract.

1.35 Option Exercise Expiration Date. The date that the Option shall terminate and expire, which such date shall occur at the end of the Option Period unless Option Holder has previously delivered the Option Exercise Notice.

1.36 Option Holder. The meaning set forth in the Preamble, having an address for notices hereunder at c/o Dakota Territory Resource Corp., 106 Glendale Drive, Suite A, Lead, South Dakota 57754, Attention: Jonathan Awde, Email: ***@*** with copies to Option Holder's Attorney.

1.37 Option Holder's Attorney. Erwin Thompson Faillers, having an address for notices hereunder at: 241 Ridge Street, Suite 210, Reno, Nevada 89501, Attention: Jeff Faillers, Email: ***@***.

1.38 Option Period. The period that begins on the Effective Date and ends on the earlier of (a) September 7, 2024, and (b) the date the Option Holder delivers to the Administrative Agent the Option Exercise Notice.

1.39 Option Shares. The meaning set forth in Section 2.2.1.

1.40 Owners. The meaning set forth in the Preamble, having an address for notices at 301 South Main Street, Suite 1150, Salt Lake City, Utah 84101, Attention: General Counsel (North America) with copies to Owner's Attorney.

1.41 Owner's Attorney. Parsons Behle & Latimer, having an address for notices hereunder at: 201 South Main Street, Suite 1800, Salt Lake City, Utah 84111, Attention: Jacob Santini, Email: ***@***, with a copy to Barrick Gold of North America Inc., 301 South Main Street, Suite 1150, Salt Lake City, Utah 84101, Attention: General Counsel (North America), Email: ***@***, ***@***.

1.42 "Parties" and "Party". The meaning set forth in the Preamble.

1.43 Permit. Any permit, license, approval, consent, ruling, authorization, certification, concession, exemption, variance, notification, waiver, clearance or registration obtained from, or issued by, any Governmental Authority.

1.44 Permitted Encumbrances. Any: (a) Encumbrances for Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith and diligently by appropriate proceedings; (b) Encumbrances of mechanics, carriers, workers, repairers, warehousemen and similar Persons arising or incurred in the ordinary course of business in respect of liabilities that are not yet due or if due and payable, but are unpaid, are being contested in good faith, and in respect of which adequate resources are maintained; (c) matters of public record; (d) any conditions that reasonably would be expected to be shown by a current land survey or search or examination of publicly available information or documents; (e) Environmental Laws; (f) Encumbrances that arise due to zoning, subdivision, entitlement, and other Governmental Requirements related to land use; (g) royalty interests of public record; (h) the paramount title of the United States; (i) pledges made with respect to Owner Permits; (j) orders of any Governmental Authority; and (k) any Encumbrances set forth in this Contract, the Purchase Agreement, the Memorandum of Option or the Related Agreements.

1.45 Person. Any natural or artificial legal entity whatsoever, including, but not limited to, any individual, general partnership, limited partnership, unincorporated association, sole proprietorship, corporation, limited liability company, trust, business trust, real estate investment trust, joint venture, or Government Authority.

1.46 Privilege. The meaning set forth in Section 4.2.4.

1.47 Privileged Documents. The meaning set forth in Section 4.2.4.

1.48 Proceeding. The meaning set forth in Section 6.1.6.

1.49 Property. The meaning set forth in the Recitals.

1.50 Purchase Agreement. The Asset Purchase Agreement attached hereto in the form of Exhibit A.

1.51 Purchase Shares. The meaning set forth in Section 3.2.2.

1.52 Related Agreements. The (a) Memorandum of Option, (b) the Purchase Agreement, and (c) Closing Documents.

1.53 Representative. With respect to any Person, any and all directors, officers, members, managers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

1.54 Restricted Areas. The pit impoundment and backfilled areas; leach pads; water management infrastructure, including French drains, ponds and embankments; and the South Gulch drainage area.

1.55 SEC. The United States Securities and Exchange Commission.

1.56 Securities Act. The Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.57 Securities Filings. The meaning set forth in Section 7.1.6(b).

1.58 Tax. All federal, state, local, foreign and other income, gross receipts, sales, use, severance, depletion, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges in the nature of a tax of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

1.59 Termination Event. The meaning set forth in Section 8.1.

1.60 Transfer. To, directly or indirectly, sell, transfer, assign, convey, dispose or otherwise grant a right, title or interest (including a joint venture interest or an expropriation or other transfer required or imposed by Law or any Governmental Authority, whether voluntary or involuntary), or to abandon, surrender or otherwise relinquish a right, title or interest.

2. Option.

2.1 Grant of Purchase Option. Each Owner, severally and not jointly, hereby grants to Option Holder the sole and exclusive right and option during the Option Period to elect to purchase all of such Owner's right, title, and interest in and to the Property and the Data (the "Option"), which Option must be exercised in whole, but not in part, by Option Holder (if at all) in accordance with the terms and conditions of this Contract.

2.2 Payment of Purchase Option Consideration. In consideration for the granting of the Option, Option Holder shall pay to the Administrative Agent, for the benefit of the Owners, the following (the "Option Consideration"):

2.2.1 On the Effective Date, Option Holder shall (a) pay to the Administrative Agent, on behalf of Owners, an amount in cash equal to $100,000, by wire transfer of immediately available funds to one or more bank accounts designated by Owner on or before the Effective Date (the "Option Cash Consideration"); and (b) issue to Owners or their designee, as determined by the Administrative Agent, 400,000 Dakota Shares (the "Option Shares"), which Option Shares shall be (i) registered in the name of Owners or their designee in book-entry form by the Option Holder's transfer agent and (ii) bear a customary restrictive legend reflecting the issuance of the Option Shares in a transaction exempt from registration under the Securities Act. The Administrative Agent, on behalf of Owners, shall promptly provide to Option Holder and its transfer agent such documentation reasonably requested by them in connection with the delivery of the Option Shares to Owners or their designee, as determined by the Administrative Agent.

2.2.2 In addition to the Option Cash Consideration and the Option Shares, Option Holder shall pay to the Administrative Agent, on behalf of the Owners, additional cash consideration of $200,000 (the "Additional Option Cash Consideration"), $100,000 of which shall be paid on the first anniversary of the Effective Date, and the remaining $100,000 of which shall be paid on the second anniversary of the Effective Date (each, an "Additional Option Cash Consideration Payment Date"); provided, if an Additional Option Cash Consideration Payment Date falls on a day other than a Business Day, then the Additional Option Cash Consideration will be paid on the immediately succeeding Business Day. Payments of Additional Option Cash Consideration shall be made by wire transfer of immediately available funds to one or more bank accounts designated by the Administrative Agent on or before the applicable Additional Option Cash Consideration Payment Date. If the Closing occurs before an Additional Option Cash Consideration Payment Date, then Option Holder shall not be required to pay the Additional Option Cash Consideration payable on such Additional Option Cash Consideration Payment Date and, if applicable, any subsequent Additional Option Cash Consideration payments. If Option Holder terminates this Contract before an Additional Option Cash Consideration Payment Date, then Option Holder shall not be required to pay the Additional Option Cash Consideration payable on such Additional Option Cash Consideration Payment Date and, if applicable, any subsequent Additional Option Cash Consideration payments.

2.3 Memorandum of Option. On the Effective Date, provided that the Administrative Agent shall have received from Option Holder the Option Cash Consideration and the Option Shares, Option Holder, at its cost and expense, shall have the right to record the Memorandum of Option in Lawrence County, South Dakota. The Memorandum of Option shall not limit, increase or in any manner affect any of the terms of this Contract or any rights, interests or obligations of the Parties hereunder.

2.4 No Partnership. Nothing contained in this Contract shall be deemed to constitute any Party the partner of any of the other Party, or to constitute any Party the agent or legal representative of the other Party or to create any fiduciary relationship between them. The Parties do not intend to create, nor shall this Contract be construed to create, any mining, commercial or other partnership. No Party shall have any authority to act for or to assume any obligation or responsibility on behalf of the other Party, except as otherwise expressly provided herein.

2.5 Administrative Agent. Owners hereby appoint Homestake as the Administrative Agent of Owners under this Contract, and each Owner hereby authorizes Homestake to act on behalf of it as its Administrative Agent in accordance with the terms of this Contract. Homestake hereby agrees to act as the Administrative Agent of Owners as set forth in this Contract. Option Holder hereby acknowledges and agrees that Homestake is acting as the Administrative Agent of Owners under this Contract.

2.6 Governmental Authorities. During the Option Period, Option Holder shall provide the Administrative Agent with at least five days' prior notice of any meetings scheduled by Option Holder or its Affiliates or its and their respective Representatives with Governmental Authorities, related to the Property, including any Exploration or Mining Operations on the Property, and the Administrative Agent shall have the opportunity to participate in any such meetings.

2.7 Financial Statements. Beginning on the Effective Date and continuing through the Option Period, Option Holder shall deliver the Financial Statements to the Administrative Agent within 30 days after completion of each such Financial Statement. Option Holder may satisfy the delivery requirements of this Section 2.6 by timely filing any such financial statements with the SEC.

2.8 Other Activities. Except as expressly provided in this Contract, each of the Parties may be engaged on its own behalf and on behalf of Persons other than the Parties in the general mining business and each of the Parties hereby consents to such involvement by the other without consulting the other Party or inviting or allowing the other Party to participate. Except as expressly provided in this Contract, the legal doctrine of "corporate opportunity" sometimes applied to persons occupying a fiduciary status shall not apply in the case of any endeavor of any Party.

3. Exercise of Option.

3.1 Notice of Exercise. If Option Holder elects to exercise the Option:

3.1.1 Option Holder shall deliver to the Administrative Agent the Option Exercise Notice any time during the Option Period; and

3.1.2 Owners and Option Holder shall execute the Purchase Agreement within ten (10) days after the date of delivery of the Option Exercise Notice; provided that Owners' failure to timely execute the Purchase Agreement shall not vitiate Option Holder's exercise of the Option by delivering the Option Exercise Notice in accordance with Section 3.1.1.

3.2 Closing. The Closing shall occur on the Closing Date. At the Closing:

3.2.1 Each of the Parties will execute and deliver the Closing Documents to which it is a party, together with any other documents or instruments required for the Closing; and

3.2.2 Option Holder shall issue to Owners or their designee, as determined by the Administrative Agent, 400,000 Dakota Shares (the "Purchase Shares"), which Purchase Shares shall be (a) registered in the name of Owners or their designee, as determined by the Administrative Agent, in book-entry form by the Option Holder's transfer agent and (b) bear a customary restrictive legend reflecting the issuance of the Purchase Shares in a transaction exempt from registration under the Securities Act. The Administrative Agent shall promptly provide to Option Holder and its transfer agent such documentation reasonably requested by them in connection with the delivery of the Purchase Shares to the Administrative Agent.

4. Option Holder's Access Rights to Property and Data During Option Period.

4.1 Option Holder's Access Rights to Property.

4.1.1 Access to the Property. Subject to Section 4.1.2, Option Holder, at its cost, may access the Property during the Option Period in order to conduct Exploration; provided that Option Holder shall not conduct any Exploration within the Restricted Areas without the express written consent of the Administrative Agent, such consent not to be withheld unreasonably. Any Exploration shall be conducted pursuant to an exploration plan approved by the Administrative Agent, acting reasonably (the "Exploration Plan"), and in accordance with all applicable Environmental Laws. Option Holder, at its cost, shall be responsible to obtain all Permits and third-party consents, including consents from third parties who or which hold rights in property other than the Property, required to conduct Exploration. Option Holder shall be responsible for all reclamation and remediation associated with Exploration. The Administrative Agent and its Affiliates, and its and their respective Representatives, shall have the right, but not the obligation, to review the Exploration undertaken by Option Holder, to verify that such Exploration is being conducted according to the Exploration Plan and applicable Environmental Laws, and that no Exploration is conducted in the Restricted Areas. Option Holder shall be responsible and liable for all Exploration. In addition, Option Holder shall have the right, but not the obligation, to conduct reviews of zoning, building code and other applicable ordinances to determine whether the Property is in compliance.

4.1.2 Limitations. Neither Option Holder nor its Affiliates shall conduct any Mining Operations on the Property.

4.1.3 Indemnification of Owner. Option Holder shall indemnify, defend and save harmless the Administrative Agent, each Owner and its Affiliates and its and their respective Representatives, with counsel of their choosing, from and against any and all claims, debts, demands, suits, actions and causes of action whatsoever which may be brought or made against one or more of them by any Person and all loss, cost, damages, expenses and liabilities (including Attorneys' Fees) which may be suffered or incurred by them arising out of or in connection with or in any way referable to, whether directly or indirectly, any access to the Property by Option Holder and its Affiliates and its and their respective Representatives, including, without limitation, bodily injuries or death at any time resulting therefrom or damage to Property.

4.1.4 Compliance with Laws and Policies. In exercising its rights under Sections 4.1.1 and 4.1.2, Option Holder shall comply with all applicable Governmental Requirements and shall carry out its activities in accordance with Mining Industry Best Practices and the environmental, health and safety policies of each Owner. Option Holder, at its cost and expense, shall be responsible for obtaining all Permits and bonding required to conduct its activities pursuant to Sections 4.1.1 and 4.1.2. Each Owner shall reasonably cooperate with Option Holder, at the expense of Option Holder, in obtaining any Permits or other permissions that are required for Option Holder to conduct its activities on the Property pursuant to Sections 4.1.1 and 4.1.2.

4.2 Option Holder Rights to Data.

4.2.1 Access to Data. During the Option Period, the Administrative Agent shall provide to Option Holder reasonable access to all of the Data that either Owner owns or controls for Option Holder's review. Any such review shall be during normal operating hours of the Owners and upon not less than two (2) Business Days' prior notice, which may be given by email. If Option Holder exercises the Option, then on the Closing Date, each Owner shall Transfer, at Option Holder's cost and expense, all of its rights, title and interest in and to the Data to Option Holder, subject to Sections 4.2.4 and 4.2.5.

4.2.2 Access to Todd Duex. During the Option Period, each Owner hereby waives any confidentiality obligations between such Owner and Mr. Todd Duex, to the extent Option Holder desires to obtain information from Mr. Duex regarding the Property; provided that neither Owner shall be responsible or liable for any information provided to Option Holder by Mr. Duex, or any actions taken by Option Holder or its Affiliates based on information provided by Mr. Duex.

4.2.3 Access to Jeff Burich. During the Option Period, the Administrative Agent will make Jeff Burich reasonably available to Option Holder during normal operating hours in order to discuss factual matters regarding the Property; provided that (a) such discussions will not unreasonably interfere with the normal business activities of Mr. Burich for or on behalf of each Owner and its Affiliates, (b) neither Owner shall be responsible or liable for any actions taken by Option Holder or its Affiliates based on information provided by Mr. Burich; (c) Option Holder hereby releases Mr. Burich from any liability with respect to any information provided by Mr. Burich to Option Holder or its Affiliates or its or their respective Representatives related to the Property; and (d) any information provided by Mr. Burich to Option Holder or its Affiliates or its or their respective Representatives in no way shall be attributed to Knowledge of Owner.

4.2.4 Privilege. All communications and other documents exchanged between the Administrative Agent, Owners or its or their Affiliates and legal counsel (including, as applicable, internal legal counsel) providing legal advice to the Administrative Agent, Owners and its and their Affiliates, including documents and communications relating to the this Contract, the Related Agreements and the Property, and files maintained by legal counsel as a result of providing legal advice to the Administrative Agent, Owners or its or their Affiliates (the "Privileged Documents"), that are subject to attorney-client privilege, any similar privilege, or that constitute attorney work product (as applicable, a "Privilege"), specifically are excluded from the Data and shall be and remain the property of the Administrative Agent, Owners and its and their Affiliates, as applicable. Neither the Administrative Agent or Owners, nor its and their Affiliates, intend to waive any applicable Privilege, and any disclosure of any Privileged Documents, whether in the Data or otherwise, shall be deemed to be inadvertent. Accordingly, Option Holder, on its behalf and on behalf of its Affiliates and its and their respective Representatives acknowledges and agrees that a disclosure of any Privileged Documents will not constitute a waiver of such Privilege, and the Person receiving any such Privileged Documents shall, promptly upon request or becoming aware that such documents are Privileged Documents, return to Owner, or with the consent of the Administrative Agent, destroy, such Privileged Documents.

4.2.5 Disclaimer of Warranties of Data. All Data provided to, or made available to Option Holder under this Contract or prior to the Effective Date, is provided without representation or warranty and is at the sole risk of Option Holder. Such information is provided

"AS IS, WHERE IS" AND WITH ALL FAULTS, AND THE ADMINISTRATIVE AGENT, OWNERS AND ITS AND THEIR AFFILIATES EXPRESSLY DISCLAIM THE ACCURACY OR COMPLETENESS OF ALL DATA, AND ALL EXPRESS OR IMPLIED WARRANTIES CONCERNING THE SAME, AND EXPRESSLY EXCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

5. Maintenance of Property; Title.

5.1 Maintenance of the Property. Owners shall make all payments of Taxes, royalties, land-holding costs, claim maintenance and similar fees, lease payments and other payments that become due during the Option Period and that are required for Owners to maintain its interest in the Property.

5.2 No Encumbrances. During the Option Period, Owners shall not lease, pledge as collateral or security, mortgage or encumber or cause or allow any Encumbrance created by, through or under Owners to be placed against the Property, or grant any other right in or to the Property, except as expressly provided in this Contract, except for Permitted Encumbrances.

6. Owner's Representations.

6.1 Representations and Warranties. Each Owner, severally but not jointly, hereby represents and warrants to Option Holder as of each of the Effective Date and the Option Exercise Date as follows:

6.1.1 Incorporation and Qualification. It is a corporation or limited liability company, as applicable, incorporated or formed and in good standing under the laws of the jurisdiction of this organization and has the corporate or limited liability power to enter into and perform its obligations under this Contract, the Purchase Agreement and the Related Agreements to which it is a party;

6.1.2 Corporate Authority. The execution and delivery of and performance by it of this Contract, the Purchase Agreement and the Related Agreements to which it is a party and the Transfer of the Property by it to the Option Holder have been authorized by all necessary corporate or limited liability action on its part;

6.1.3 No Violation or Breach. The execution and delivery of and performance by it of this Contract, the Purchase Agreement and the Related Agreements to which it is a party:

(a) does not conflict with its organizational documents;

(b) does not violate in any material respect any law applicable to it or the Property; and

(c) does not (or would not with the giving of notice or the lapse of time) result in a material breach or material violation of or a conflict in any material way with, or allow any other person or entity to exercise any rights under any contracts or instruments directly related to the Property to which it is a party;

6.1.4 Execution and Binding Obligation. This Contract and, when executed, the Purchase Agreement and each of the Related Agreements to which it is a party has been duly executed and delivered by it and constitutes a legal, valid and binding agreement enforceable against it in accordance with its terms, subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other laws of general application affecting the enforcement of creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies;

6.1.5 Filings, Consents and Approvals. To the Knowledge of Owner, it is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other Governmental Authority or other Person in connection with the execution, delivery and performance by it of this Contract or any of the Related Agreements to which it is a party, other than (a) filings required by state or federal securities laws (including the Securities Act), if applicable, (b) those that have been made or obtained prior to the date of this Contract, (c) the recording of the Memorandum of Option and the Quitclaim Deed; and (d) approvals for the Transfer of any Permits.

6.1.6 Title to Property. It (a) owns or has valid rights to the Property, free and clear of any and all Encumbrances, except for Permitted Encumbrances; (b) other than the rights of Option Holder pursuant to this Contract, there are no outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to acquire an interest in the Property; and (c) has not received written notice of, and to the Knowledge of Owner, there is no, pending or threatened condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to any portion of the Property.

6.1.7 No Action. It has not received notice of any, and to the Knowledge of Owner, there are no pending or threatened actions, claims, counterclaims, suits, governmental investigations or inquiries, or other proceedings (each, a "Proceeding"), which would prevent the consummation of the transactions contemplated by this Contract, nor any Proceeding or Claim (as defined in the Purchase Agreement) related to, or that would otherwise materially adversely affect, the Property, including, without limitation, the title or environmental status of the Property.

6.1.8 Option Shares. It is an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and it is acquiring the Option Shares for its own account and not with a view to the distribution thereof. Owner understands that the Option Shares have not been and will not be registered under the Securities Act, will bear a restrictive legend, and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. It further represents and warrants that it will not Transfer any Option Shares or any interest therein except in a transaction exempt from or not subject to the registration requirements of the Securities Act. It represents that (i) it has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of the acquisition of the Dakota Shares and (ii) it has been granted the opportunity to ask questions of, and receive satisfactory answers from, representatives of Option Holder concerning the business affairs and financial condition of Option Holder and its subsidiaries, and has had the opportunity to obtain and has obtained any additional information which it deems necessary regarding such purchase, and that Option Holder is not required to register the Option Shares.

6.2 Disclaimer.

6.2.1 Option Holder hereby acknowledges and agrees that the transactions contemplated by this Contract and the Related Agreements are being completed on an "as is, where is" and "with all faults" basis. Except as expressly set forth herein, neither the Administrative Agent or Owner or its and their Affiliates nor its or their respective or Representatives, or any other Person, has made or makes any other express or implied representation or warranty, either written or oral, on behalf of the Administrative Agent or Owners, including any representation or warranty as to the accuracy or completeness of any Data or other information furnished or made available to any other Option Holder and its Affiliates and its and their respective Representatives (including any projections, information, documents or material made available in the Data, management presentations or other communications with management, or in any other form in expectation of the transactions contemplated in this Contract or the Related Agreements), the sufficiency, merchantability or fitness for any particular purpose of the Property or any Permits held by Owners related to the Property, compliance with applicable Governmental Requirements, or as to the future revenue, profitability or success arising from the transactions contemplated in this Contract or the Related Agreements, or any representation or warranty arising from statute or otherwise at law or in equity, all of which are hereby expressly disclaimed.

6.2.2 WITHOUT LIMITING THE FOREGOING, OWNER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER CONCERNING THE EXISTENCE OR STATUS OF ANY MINES OR WORKINGS WITHIN THE AREA COVERED BY THE PROPERTY, INCLUDING THE EXISTENCE AND STATUS OF ANY ABANDONED MINES OR WORKINGS, THE STATUS OF ANY ROYALTIES OR THE EXISTENCE OR STATUS OF ANY UNRECORDED RIGHTS TO ANY ROYALTIES, THE EXISTENCE, NATURE, LOCATION, AMOUNT OR VALUE OF ANY MINERALIZATION, MINERAL RESERVES OR RESOURCES, THE ABILITY TO EXTRACT, PROCESS, OR SELL MINERALS BY ANY MEANS, WHETHER ANY NECESSARY PERMITS CAN BE OBTAINED IN A TIMELY MANNER OR AT ALL, WHETHER ANY MINING CAN BE DONE ECONOMICALLY OR AT ALL, OR THAT THERE WILL BE NO THIRD PARTY CHALLENGE TO THE ISSUANCE OF ANY REQUIRED PERMIT OR ENVIRONMENTAL IMPACT STATEMENT REQUIRED FOR OPERATIONS WITH RESPECT TO THE PROPERTIES, OR THAT THERE ARE NO RIGHTS (INCLUDING ROYALTIES, ACCESS RIGHTS, INFORMATION RIGHTS, RECONVEYANCE RIGHTS, REVERSIONARY RIGHTS OR OTHER RIGHTS OF PREDECESSORS IN INTEREST) RFELATED TO THE PROPERTY.

7. Option Holder's Representations.

7.1 Representations and Warranties. Option Holder hereby represents and warrants to the Administrative Agent and each Owner as of the each of Effective Date and the Option Exercise Date as follows:

7.1.1 Incorporation and Qualification. Option Holder is a corporation incorporated and in good standing under the laws of the State of Nevada and has the corporate power to enter into and perform its obligations under this Contract, the Purchase Agreement and the Related Agreements to which Option Holder is a party.

7.1.2 Corporate Authority. The execution and delivery of and performance by Option Holder of this Contract, the Purchase Agreement and each of the Related Agreements to which Option Holder is a party, the Transfer of the Property from Owner to Option Holder have been authorized by all necessary corporate action on the part of Option Holder.

7.1.3 No Violation or Breach. The execution and delivery of and performance by Option Holder of this Contract, the Purchase Agreement and the Related Agreements to which it is a party:

(a) does not conflict with the articles of incorporation or bylaws of Option Holder;

(b) does not violate in any material respect any law applicable to Option Holder; and

7.1.4 Execution and Binding Obligation. This Contract, the Purchase Agreement and each of the Related Agreements to which Option Holder is a party has been duly executed and delivered by Option Holder and constitutes a legal, valid and binding agreement of Option Holder enforceable against it in accordance with its terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other laws of general application affecting the enforcement of creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies.

7.1.5 Capitalization.

(a) The authorized capital of Option Holder consists of 75,000,000 shares of common stock and 10,000,000 shares of preferred stock, of which 70,428,204 shares of common stock no shares of preferred stock, and derivative securities to purchase up to 4,146,250 shares of common stock are issued and outstanding as of October 4, 2021; and

(b) On a fully diluted basis, Option Holder has a sufficient number of authorized shares of common stock to issue the Dakota Shares without exceeding the number of shares authorized under Option Holder's articles of incorporation.

7.1.6 Filings, Consents and Approvals.

(a) Option Holder is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other Governmental Authority or other Person in connection with the execution, delivery and performance by Option Holder of this Contract, the Purchase Agreement or any of the Related Agreements to which it is a party, other than (i) filings required by state or federal securities laws (including the Securities Act), if applicable, and (ii) those that have been made or obtained prior to the date of this Contract; and

(b) During the last 12 months, Option Holder has filed in a timely manner all disclosures, reports and other filings required to be filed by it under applicable securities laws (the "Securities Filings") in all jurisdictions in which such Securities Filings are required to be filed and with all securities exchanges where the Purchaser's securities are traded, and all such Securities Filings are true and accurate in all material respects.

7.1.7 Issuance of the Option Shares. The issuance of the Option Shares has been duly authorized and, when issued, the Option Shares will be duly and validly issued, fully paid and nonassessable, free and clear of all Encumbrances.

7.1.8 Independent Review.

(a) Option Holder and its direct and indirect Affiliates, and its and their respective Representatives, have had sufficient access to and opportunity to review the Property and Data and to ask questions of the Administrative Agent and the management representatives and professional advisors of Owners, as necessary for Option Holder to investigate, analyze, and evaluate the Property and Data and to make its and their independent decision to acquire the Property and to consummate the transactions contemplated by this Contract, the Purchase Agreement and the Related Agreements to which Option Holder is a party.

(b) In making the decision to enter into this Contract, the Purchase Agreement and the Related Agreements to which Option Holder is a party, and to consummate the transactions contemplated herein and therein, Option Holder has conducted its own independent investigation, analysis, and evaluation of the Property and Data (including

Option Holder's own estimate and appraisal of the extent, location and value of mineralization, mineral resources and reserves, undeveloped properties, and environmental obligations), and the financial condition of, operations, and prospects for, the Property.

8. Termination and Effect of Termination.

8.1 Termination Events. This Contract may be terminated upon the occurrence of any one or more of the following events (each, a "Termination Event"):

8.1.1 By Option Holder upon giving thirty (30) days written notice to the Administrative Agent;

8.1.2 By mutual written agreement of the Administrative Agent and Option Holder;

8.1.3 In the event that Option Holder fails to exercise the Option by delivery of an Option Exercise Note during the Option Period;

8.1.4 In the event that Option Holder fails to execute the Purchase Agreement in accordance with Section 3.1.2;

8.1.5 By Owners, acting through the Administrative Agent, upon the failure of Option Holder to make any Additional Option Cash Payment on or before the applicable Additional Option Cash Payment Date to the extent required by Section 2.2.2 and such failure is not cured within five (5) Business Days after Option Holder's receipt of notice of such failure;

8.1.6 By Owners, acting through the Administrative Agent, in the event Option Holder conducts Exploration in violation of the Exploration Plan or conducts Exploration in the Restricted Areas without the consent of the Administrative Agent;

8.1.7 By Owners, acting through the Administrative Agent, in the event Option Holder files for bankruptcy, becomes insolvent or undergoes material restructuring event, including a change in the majority of the board of directors of Option Holder or a change in the majority of the executive management of Option Holder that would require a filing by Option Holder of a Form 8-K with the SEC (each, a "Material Adverse Event"), and Owners, acting through the Administrative Agent, determine, acting reasonably, that Option Holder is unable to exercise the Option and conduct Mining Operations on the Property as a result of such Material Adverse Event;

8.1.8 Except as allowed in Section 4.1.1, Option Holder conducts or has conducted on its behalf Mining Operations on the Property without the written consent of Owners, acting through the Administrative Agent, and any other Person who or which has rights to the Property or the minerals appurtenant to the Property;

8.1.9 In the event Owners, acting through the Administrative Agent, consent to the conduct of Mining Operations on the Property, Option Holder materially fails to conduct, or have conducted, such Mining Operations in accordance with Mining Industry Best Practices; or

8.1.10 In the event the Purchase Agreement is not executed in accordance with Section 3.1.2, or the Purchase Agreement is terminated by either Party in accordance with the terms thereof.

8.2 Effect of Termination. Upon a Termination Event:

8.2.1 this Contract automatically shall terminate;

8.2.2 Upon Owners request, acting through the Administrative Agent, Option Holder shall deliver to Owner all information and data developed by or on behalf of Option Holder related to the Property; and

8.2.3 Owner, acting through the Administrative Agent, shall have the right to release the Memorandum of Option, and Option Holder shall cooperate with the Administrative Agent in the preparation and recordation of any document or instrument releasing the Memorandum of Option.

8.3 Survival. Upon the expiration or termination of this Contract, the provisions of this Contract that, by their terms are intended to survive the expiration or termination of this Contract shall so survive including, without limitation, Sections 1, 2.4, 4.1.3, 4.2.2, 4.2.3, 4.2.4, 4.2.5, 6.2, 7.1.8, 8.2 and 10.

9. Notices. Any notice, request, demand, instruction or other communication to be given to either Party hereunder, except where required to be delivered at the Closing, shall be in writing and shall either be (a) hand-delivered, (b) sent by Federal Express or a comparable overnight mail service, or (c) mailed by U.S. registered or certified mail, return receipt requested, postage prepaid, or (d) sent by electronic mail or other electronic means, to Option Holder, the Administrative Agent on behalf of Owners, Option Holder's Attorney and Owner's Attorney, at their respective addresses set forth in Section 1 of this Contract. Notice shall be deemed to have been given upon receipt or refusal of delivery of said notice. The addressees and addresses for the purpose of this paragraph may be changed by giving notice. Unless and until such written notice is received, the last addressee and address stated herein shall be deemed to continue in effect for all purposes hereunder.

10. Miscellaneous.

10.1 Section and Paragraph Headings. herein contained are for the purposes of identification construing this Contract. The section and paragraph headings only and shall not be considered in

10.2 Amendment. No modification or amendment of this Contract shall be of any force or effect unless in writing executed by each of Owners and Option Holder.

10.3 Attorneys' Fees. If any Party obtains a judgment against any other Party by reason of breach of this Contract, Attorneys' Fees and costs shall be included in such judgment.

10.4 Governing Law.

10.4.1 This Contract and all the documents delivered in connection with this Contract shall be construed and enforced in accordance with the laws of the State of South Dakota, without regard to any conflicts of law provisions that may otherwise require the application of the law of any other jurisdiction.

10.4.2 Any Proceeding arising out of or based upon this Contract or the interpretation thereof may be instituted in the state courts of South Dakota or the federal courts of the United States, in each case located in Rapid City, South Dakota, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such Proceeding. Service of process, summons, notice or other document by mail to such Party's address set forth herein shall be effective service of process for any Proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any Proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum.

10.5 Entire Contract. This Contract sets forth the entire agreement between Owners and Option Holder relating to the Property and all subject matter herein and supersedes all prior and contemporaneous negotiations, understandings and agreements, written or oral, between the Parties.

10.6 Time of the Essence. Time is of the essence in the performance of all obligations by Option Holder and Owners under this Contract.

10.7 Computation of Time. Any reference herein to time periods of less than six (6) days shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Contract which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full Business Day.

10.8 Successors and Assigns; Assignment. This Contract shall inure to the benefit of and be binding upon the permitted successors and assigns of the Parties. Option Holder may only assign this Contract upon Owners' written consent, acting through the Administrative Agent, which Owners, acting through the Administrative Agent, shall exercise in their sole discretion; provided, however, that Option Holder shall have the right to assign this Contract, upon notice to, but without the written consent of, Owners, to an Affiliate of Option Holder. If Option

Holder assigns this Contract to such an Affiliate or with Owner's consent, any assignee of Option Holder shall be able and obligated to Close under this Contract in the same manner as Option Holder and the originally named Option Holder shall not be released from any of the obligations of "Option Holder" under this Contract. In the event Option Holder assigns this Contract to an Affiliate of Option Holder or with the consent of Owners, acting through the Administrative Agent, a duly executed assignment of this Contract shall be delivered to Owner at or prior to the Closing Date, as well as entity documentation as may be reasonably requested by Owners, acting through the Administrative Agent.

10.9 Construction of Contract. All of the Parties to this Contract have participated freely in the negotiation and preparation hereof; accordingly, this Contract shall not be more strictly construed against any one of the Parties.

10.10 Gender. As used in this Contract, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular as the context may require.

10.11 Counterparts; Electronic Execution. This Contract may be executed in any number of counterparts and delivered via electronic mail or otherwise, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.12 Further Assurances. The Parties each agree to do such other and further acts and things, and to execute and deliver such instruments and documents (not creating any obligations additional to those otherwise imposed by this Contract) as either may reasonably request from time to time, whether at or after the Closing, in furtherance of the purposes of this Contract. In addition, in the event either Owner becomes aware that any representation, warranty or covenant of such Owner set forth in this Contract will not be true and correct in any material respect on the Closing Date, then such Owner, acting through the Administrative Agent shall give prompt written notice thereof to Purchaser, which notice shall include all appropriate information related thereto that is in the possession or control of such Owner.

10.13 Closing Documents/Deliverables. To the extent any of the Closing Documents are not attached hereto or to the Purchase Agreement at the time of this Contract, Option Holder and Owner shall negotiate in good faith with respect to the form and content of such Closing Documents prior to Closing.

10.14 Brokers. Each Party hereto represents and warrants to the other that that it has not had, and shall not have, any dealings with (and it has not engaged and will not engage) any third party to whom the payment of any broker's fee, finder's fee, commission or other similar compensation shall or may become due or payable in connection with the transactions contemplated hereby. It is agreed that if any claims for brokerage commissions or fees are ever made against either Owner or Option Holder, all such claims shall be handled and paid by the Party whose actions or alleged commitments form the basis of such claim. Each Party shall indemnify, defend and hold the other Party harmless from any and all claims for commissions or fees by brokers made against the other Party, and resulting loss, cost (including reasonable Attorneys' Fees) and damages, which claim shall have arisen out of any written document or alleged oral agreement entered or purported to have been entered into by the indemnifying Party and the person claiming such commission, with respect to the transaction contemplated by this Contract.

10.15 Confidentiality.

10.15.1 Except for such information as is contained in the Memorandum of Option and related transfer Tax returns, neither Party shall use (other than in the performance of its obligations under this Contract) or disclose (and each Party shall cause its Affiliates, and its and their respective Representatives (the "Confidentiality Parties") not to so use or disclose) and each Party shall (and shall cause the Confidentiality Parties to) instruct each Party's (and the Confidentiality Parties') Representatives with knowledge of this transaction not to so use or disclose any term or condition, of this Contract or any other identifying details with respect to the provisions of this Contract ("Contract Matters"); however the Confidentiality Parties can confirm (i) that each Owner has granted Option Holder an option to purchase the Property, (ii) such details as are set forth in the Memorandum of Option and (iii) whether or not Option Holder has exercised the option to purchase the Property as set forth in this Contract.

10.15.2 The above notwithstanding, nothing contained herein shall restrict either Party's ability to disclose (or restrict the Confidentiality Parties to disclose) Contract Matters (i) to (A) either Party's lenders or investors (or potential lenders or investors) or their respective successors and assigns, (B) any rating agencies, (C) any potential purchasers of Option Holder's interest in this Contract, (D) securities regulators in accordance with applicable securities laws or (E) any attorneys, accountants and other professionals of the Persons listed in (A) through (D) above with a need to know such information to perform their duties that either Party retains such professionals for, provided that such recipients are advised of the confidentiality of such information, (ii) in connection with any arbitration or potential litigation between the Parties under this Contract, or (iii) that are or become known to the general public under circumstances involving no breach by such Party or others of the terms of this Section 10.14. Further, either Party may disclose Contract Matters as required by any Governmental Requirement or by a court of competent jurisdiction or any other Governmental Authority issuing a subpoena to such Party; provided that such Party (A) gives the other Party prior written notice sufficient to allow the other Party to seek a protective order or other appropriate remedy and (B) discloses only such information as is required by any Governmental Authority.

10.15.3 Notwithstanding anything to the contrary in this Section 10.14, Owners, acting through the Administrative Agent, and Option Holder shall jointly issue the first press release regarding the purchase of the Property by Option Holder (or its designee) on the Closing Date. Following such press release pursuant to the foregoing sentence, Owners may not issue a subsequent press release or other public communication regarding this Contract without first obtaining Option Holder's consent, which consent shall not be unreasonably withheld or delayed. With respect to this Contract, any mention of Option Holder other than merely identifying such Party as the Option Holder of the Property after the Closing Date in any press release or public communication by Owner shall require Option Holder's prior written consent.

10.16 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY AND INTENTIONALLY FOREVER WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING AT LAW, AT EQUITY, IN TORT OR CONTRACT) BROUGHT BY ANY PARTY AGAINST SUCH PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS CONTRACT. THE PROVISIONS OF THIS SECTION 10.15 SHALL SURVIVE THE TERMINATION HEREOF.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the Parties have executed this Contract as of the Effective Date.

OWNERS

HOMESTAKE MINING COMPANY OF
CALIFORNIA, a California corporation, as Owner
and Administrative Agent

	By:	"Patrick Malone"
	Name: Patrick Malone
	Title: President

LAC MINERALS (USA) LLC, a Delaware limited
liability company

	By:	"Patrick Malone"
	Name: Patrick Malone
	Title: President

OPTION HOLDER

DAKOTA TERRITORY RESOURCE CORP., a

Nevada corporation

	By:	"Jonathan Awde"
	Name: Jonathan Awde
	Title: President and Chief Executive Officer

EXHIBIT A

PURCHASE AGREEMENT

Attached

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (together with any schedules or exhibits attached hereto, the "Agreement") is made and entered into as of this ____ day of _________ 20__ (the "Effective Date"), by and among Homestake Mining Company of California, a California corporation (the "Homestake") and LAC Minerals (USA) LLC, a Delaware limited liability company ("LAC Minerals and together with Homestake, the "Sellers"), and Dakota Territory Resource Corp., a Nevada corporation (the "Purchaser"). Homestake shall act as the "Administrative Agent" for the Sellers under this Agreement. Homestake, LAC Minerals and the Purchaser sometimes may be referred to in this Agreement individually as a "Party," and collectively as the "Parties."

RECITALS

A. Each Seller owns or has rights to certain mining claims set forth in Exhibit A attached to this Agreement (the "Mining Property") and certain Data related to the Mining Property (collectively, the "Purchased Assets").

B. The Parties entered into an Option Agreement for Purchase and Sale of Real Property dated October 14, 2021 (the "Option Agreement"), pursuant to which each Sellers granted to the Purchaser the exclusive option to purchase the Purchased Assets and assume the Assumed Liabilities.

C. On _______, the Purchaser exercised its Option (as defined in the Option Agreement) pursuant to the Option Agreement for the purchase of the Purchased Assets and the assumption of the Assumed Liabilities.

D. As a result of the exercise of the Option, the Purchaser wishes to purchase the Purchased Assets and to assume and discharge the Assumed Liabilities from each Seller, and each Seller is willing to sell the Purchased Assets and Transfer the Assumed Liabilities to the Purchaser, all in accordance with the provisions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the above and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. Definitions and Rules of Construction.

(a) Certain Defined Terms. The following terms when used in this Agreement shall have the following meanings:

"Administrative Agent" has the meaning set forth in the Preamble.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one of more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

"Agreement" has the meaning set forth in the Preamble.

"Assignment and Assumption" means the Assignment and Assumption in the form of Exhibit B.

"Assumed Liabilities" means all of the known and unknown damages, costs, expenses, responsibilities, Losses, Claims and other liabilities of any nature whatsoever now existing or hereafter arising out of, relating to, or resulting from, in any manner, the ownership, legal or beneficial right to, operation, maintenance, preservation, use, exploration or exploitation (including extraction), reclamation and closure of the Purchased Assets, whether arising before, on or after the Effective Date.

"Bill of Sale" means the Bill of Sale in the form of Exhibit C.

"Business Day" means any day that the banks in New York City, New York and Toronto, Ontario, Canada are open for business, excluding Saturdays and Sundays.

"Claim" means any action, arbitration, cause of action, claim, counterclaim, demand, dispute, hearing, grievance, mediation, injunction, investigation, obligation, stay, suit or other Proceeding.

"Closing" has the meaning set forth in Section 4.

"Closing Date" has the meaning set forth in Section 4.

"Consideration" has the meaning set forth in Section 3.

"Consideration Shares" has the meaning set forth in Section 3(a).

"Dakota Shares" means shares of common stock, par value $0.001 per share, of the Purchaser.

"Data" means all data, documentation and information which each Sellers possesses relating to the Mining Property, including, by way of illustration and not by limitation: (a) all geological, geochemical and geophysical maps, reports, surveys and tests; (b) deeds, mortgages, ALTA or boundary surveys, licenses, title insurance reports and policies, or equivalent documentation, if any; (c) all drill hole maps, drill logs, drill core, drill cuttings, chip trays, and other samples taken from the Mining Property; (d) all engineering and metallurgical reports, studies and tests; (e) all sample and assay logs, maps, reports and tests; (f) all mineral resource and ore reserve calculations, estimates, reports, studies and tests; (g) all anthropological, biological, cultural, hydrologic, environmental, meteorological, and other like reports, studies, surveys and tests; and (h) all other data relating to the Mining Property, including any such data, documentation or information in digital, electronic, magnetic, optical and written format, all of which is unverified, but, in each case, excluding Privileged Documents.

"Deductible" has the meaning set forth in Section 8(d)(ii).

"Defaulting Party" has the meaning set forth in Section 11.

"De Minimis Amount" has the meaning set forth in Section 8(d)(i).

"Designee" has the meaning set forth in Section 3(a).

"Effective Date" has the meaning set forth in the Preamble.

"Encumbrance" means any lien, pledge, mortgage, indenture, option, royalty, deed of trust, rights granted under a streaming agreement or other alternative financing agreement, security interest, charge, claim, reservation, easement, right-of-way, restriction, servitude, surface use agreement, imperfection of title, right of first offer or first refusal or similar right, encroachment or other similar encumbrance or obligation created in favor of a third party.

"Environmental Laws" means all applicable Laws relating to the protection of human health and safety, the environmental or hazardous or toxic substances or wastes, pollutants or contaminants.

"Governmental Authority" means any federal, state, county, municipal or other governmental department, entity, authority, commission, board, bureau, court, agency or any instrumentality of any of them.

"Homestake" has the meaning set forth in the Preamble.

"Indemnitee" has the meaning set forth in Section 8(g).

"Indemnitor" has the meaning set forth in Section 8(g).

"Knowledge of Seller" means the actual knowledge of Jeff Burich, Patrick Malone and Michael McCarthy, without inquiry.

"LAC Minerals" has the meaning set forth in the Preamble.

"Law" means any law, enactment, statute, code, ordinance, rule, regulation, formal interpretation, judgment, decree, writ, injunction, franchise, Permit, certificate, license, authorization, agreement, or other direction or requirement of any Governmental Authority now existing or hereafter enacted, adopted, promulgated, entered, or issued applicable to Parties, the Mining Property or the Data.

"Loss" means, in respect of any matter, all Claims, demands, Proceedings, losses, damages, liabilities, deficiencies, fines, costs and expenses (including reasonable legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement (but excluding punitive, exemplary, aggravated damages, lost opportunity damages and loss of profits), injuries and judgments arising directly or indirectly as a consequence of such matter.

"Mining Property" has the meaning set forth in Recital A.

"Non-Defaulting Party" has the meaning set forth in Section 11.

"NSR" has the meaning set forth in Section 3(b).

"OFAC" means the United States Department of the Treasury, Office of Foreign Assets Control

"Option Agreement" has the meaning set forth in Recital B.

"Organizational Documents" means: (a) as to a corporation, the articles or certificate of incorporation and the bylaws of the corporation; and (b) as to a limited liability company, the articles or certificate of formation and the operating agreement or limited liability company agreement of the limited liability company, together with any amendment or supplement to any of the foregoing.

"Parties" has the meaning set forth in the Preamble.

"Party" has the meaning set forth in the Preamble.

"PATRIOT Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56.

"Permit" means any permit, license, approval, consent, ruling, authorization, certification, concession, exemption, variance, notification, waiver, clearance or registration by or with any Governmental Authority.

"Permitted Encumbrance" means: (a) Encumbrances for Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith and diligently by appropriate proceedings; (b) Encumbrances of mechanics, carriers, workers, repairers, warehousemen and similar Persons arising or incurred in the ordinary course of business in respect of liabilities that are not yet due or if due and payable, but are unpaid, are being contested in good faith, and in respect of which adequate resources are maintained; (c) matters of public record; (d) any conditions that reasonably would be expected to be shown by a current land survey or search or examination of publicly available information or documents; (e) Environmental Laws; (f) Encumbrances that arise due to zoning, subdivision, entitlement, and other Laws related to land use; (g) royalty interests of public record; (h) the paramount title of the United States; (i) pledges made with respect to Seller Permits; (j) orders of any Governmental Authority; and (k) any Encumbrances set forth in this Agreement or the Related Agreements.

"Person" means any natural or artificial legal entity whatsoever, including any individual, general partnership, limited partnership, unincorporated association, sole proprietorship, corporation, limited liability company, trust, business trust, real estate investment trust, joint venture, or Government Authority.

"Privilege" has the meaning set forth in Section 2(c)(i).

"Privileged Documents" has the meaning set forth in Section 2(c)(i).

"Proceeding" means any action, Claim, counterclaim, suit, governmental investigation or inquiry, or other proceeding.

"Purchased Assets" has the meaning set forth in Recital A.

"Purchaser" has the meaning set forth in the Preamble.

"Purchaser Indemnitees" has the meaning set forth in Section 8(c).

"Quitclaim Deed" means the Quitclaim Deed in the form of Exhibit D.

"Related Agreements" means the Assignment and Assumption, the Bill of Sale, the Quitclaim Deed and the Royalty Deed.

"Representative" means, with respect to any Person, any and all directors, officers, members, managers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

"Royalty Deed" means the Royalty Deed for the NSR in the form of Exhibit E.

"Sanctions" means sanctions administered or enforced by OFAC, or other relevant sanctions authority.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Securities Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Sellers" has the meaning set forth in the Preamble.

"Seller Indemnitees" has the meaning set forth in Section 8(a).

"Seller Permits" means the Permits held by a Seller or its Affiliates related to the Mining Property.

"Tax" means all federal, state, local, foreign and other income, gross receipts, sales, use, severance, depletion, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges in the nature of a tax of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

"Transfer" means to, directly or indirectly, sell, transfer, assign, convey, dispose or otherwise grant a right, title or interest (including a joint venture interest or an expropriation or other transfer required or imposed by Law or any Governmental Authority, whether voluntary or involuntary), or to abandon, surrender or otherwise relinquish a right, title or interest.

(b) Interpretation. In this Agreement:

(i) unless the context otherwise clearly requires, (A) references to the plural include the singular, and references to the singular include the plural, (B) references to one gender include the other gender, (C) the words "include," "includes," and "including" do not limit the preceding terms or words and shall be deemed to be followed by the words "without limitation," (D) the terms "hereof," "herein," "hereunder," "hereto," and similar terms refer to this entire Agreement and not to any particular provision of this Agreement, unless the provision otherwise provides, (E) "or" is used in the inclusive sense of "and/or," (F) if a word or phrase is defined, then its other grammatical or derivative forms have a corresponding meaning; (G) a reference to Law or a statute, code, act, legislation, or to a provision thereof includes a modification, amendment, or substitution thereof or any successor Law, the rules and regulations promulgated thereunder, and the formal interpretations issued in accordance therewith; and (H) unless otherwise specified, the terms "day" and "days" mean and refer to calendar day(s);

(ii) unless otherwise specified, any reference to any document, instrument or agreement (including a reference to this Agreement) (A) includes and incorporates all exhibits, schedules, and other attachments thereto, (B) includes and incorporates all documents, instruments, deeds, or agreements issued or executed in connection therewith or in replacement thereof, and (C) means such document, instrument, deed, or agreement, or replacement or predecessor thereto, as amended, modified, or supplemented from time to time in accordance with its terms and in effect at the relevant time (except to the extent prohibited by this Agreement or such other agreement or document);

(iii) unless otherwise specified, all references to articles, sections, schedules and exhibits are to the Articles, Sections, and Exhibits of this Agreement;

(iv) the headings of this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; and

(v) the Parties acknowledge that they and their respective legal counsel have reviewed and participated in negotiating and settling the terms of this Agreement, including the Related Agreements, and agree that no inference shall be drawn in favor of or against any Party by virtue of the fact that they or their respective legal counsel were or were not principally responsible for drafting this Agreement and the Related Agreements.

2. Purchase and Sale; Assignment and Assumption.

(a) Purchased Assets. Subject to the terms and conditions of this Agreement and the Related Agreements, at the Closing each Seller, severally and not jointly shall sell and Transfer and the Purchaser shall purchase and acquire, the Purchased Assets as of the Closing Date free and clear of any Encumbrances arising by, through or under the applicable the Sellers, except for Permitted Encumbrances.

(b) Assumed Liabilities. Subject to the terms and conditions of this Agreement and the Related Agreements, at the Closing, each Seller, severally and not jointly, shall assign to the Purchaser, and the Purchaser shall assume the Assumed Liabilities.

(i) Privilege. All communications and other documents exchanged between the Administrative Agent, the Sellers or its or their Affiliates and legal counsel (including, as applicable, internal legal counsel) providing legal advice to the Administrative Agent, the Sellers and its and their Affiliates, including documents and communications relating to the this Agreement, the Related Agreements and the Mining Property, and files maintained by legal counsel as a result of providing legal advice to the Administrative Agent, the Sellers or its or their

Affiliates (the "Privileged Documents"), that are subject to attorney-client privilege, any similar privilege, or that constitute attorney work product (as applicable, a "Privilege"), specifically are excluded from the Data and shall be and remain the property of the Administrative Agent, the Sellers and its and their Affiliates, as applicable. Neither the Administrative Agent or the Sellers nor its and their Affiliates intend to waive any applicable Privilege, and any disclosure of any Privileged Documents, whether in the Data or otherwise, shall be deemed to be inadvertent. Accordingly, the Purchaser, on its behalf and on behalf of its Affiliates and its and their respective Representatives acknowledges and agrees that a disclosure of any Privileged Documents will not constitute a waiver of such Privilege, and the Person receiving any such Privileged Documents promptly shall return to the Administrative, or with the consent of the Administrative Agent, destroy, such Privileged Documents.

(ii) Data. All Data provided to, or made available to the Purchaser under this Agreement or prior to the Effective Date, is provided without representation or warranty and is at the sole risk of the Purchaser. Such information is provided "AS IS, WHERE IS" AND WITH ALL FAULTS, AND THE ADMINISTRATIVE AGENT, THE SELLERS AND ITS AND THEIR AFFILIATES EXPRESSLY DISCLAIM THE ACCURACY OR COMPLETENESS OF ALL DATA, AND ALL EXPRESS OR IMPLIED WARRANTIES CONCERNING THE SAME, AND EXPRESSLY EXCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

(iii) Permits. The Purchaser, at its cost and expense, shall have the sole responsibility to, and shall, Transfer the Seller Permits to the Purchaser as of the Closing Date. In the event the Purchaser desires to amend, modify or revise any Seller Permits, or obtain additional Permits: (A) such amendments, modifications or revisions, or any action to obtain additional Permits, shall only be made following Closing; and (ii) the Purchaser shall be solely responsible for such amendments, modifications or revisions, or any action to obtain additional Permits, and shall be solely liable for and shall pay all related fees and other costs, including the cost of posting any bonds or other financial assurances related to any such amendments, modifications or revisions, or any action to obtain additional Permits. Any actions by the Purchaser or any Affiliate of the Purchaser, to which the Seller Permits may be Transferred, to amend, modify or revise any Seller Permits, or to obtain additional Permits, is subject to the rights of the Seller under the Quitclaim Deed.

(iv) Trade Name. The Purchaser shall not use the term "Homestake", "LAC" or any confusingly similar term in any trademark, trade name, service mark, trade dress, logo, copyright, domain name, or corporate, company or business name; provided that Purchaser may use the term "Homestake" when referring to the Mining Property or the mining operations conducted on the Mining Property.

(d) Administrative Agent. Each of Homestake and LAC Minerals hereby appoints Homestake as its Administrative Agent under this Agreement and the Related Agreements, to the extent that the Sellers are party thereto, and each of Homestake and LAC Minerals hereby authorizes Homestake to act on behalf of it as its Administrative Agent in accordance with the terms of this Agreement and the Related Agreements to the extent that it is a party thereto. Homestake hereby agrees to act as the Administrative Agent of Homestake and LAC Minerals as set forth in this Agreement and Related Agreements to which the Sellers are party. Buyer hereby acknowledges and agrees that Homestake is acting as the Administrative Agent of Homestake and LAC Minerals under this Agreement and the Related Agreements to which Homestake and LAC Minerals are party.

3. Consideration.

In consideration of the purchase of the Purchased Assets and the assumption of the Assumed Liabilities, at the Closing the Purchaser shall deliver to the Administrative Agent, for the benefit of the Sellers, the following (the "Consideration"):

(a) Dakota Shares. 400,000 Dakota Shares (the "Consideration Shares") to be issued to the Sellers or a direct or indirect Affiliate of the Sellers identified by the Administrative Agent to the Purchaser in writing not less than two days prior to the anticipated Closing Date (the "Designee"), which Consideration Shares shall be (i) registered in the name of the Designee in book-entry form by the Purchaser's transfer agent and (ii) bear a customary restrictive legend reflecting the issuance of the Consideration Shares in a transaction exempt from registration under the Securities Act;

(b) NSR. A 1.0% net smelter returns royalty (the "NSR") on the production of minerals from the properties set forth in the Royalty Deed, dated as of the Closing Date; and

4. Closing.

Closing shall take place at a location mutually agreed by the Parties, and at a date and time mutually agreed by the Parties (the "Closing"), but in any event not later than thirty (30) days after the Effective Date (the "Closing Date").

(a) Sellers Closing Deliverables. At Closing, the Administrative Agent, on behalf of the Sellers, shall deliver or cause to be delivered to the Purchaser the following:

(i) The Quitclaim Deed for the Mining Property, duly executed by each Seller;

(ii) The Bill of Sale for the Data, duly executed by each Seller;

(iii) The Assignment and Assumption for the Assumed Liabilities, duly executed by each Seller;

(iv) The Royalty Deed for the NSR, duly executed by each Seller;

(v) A certificate of each Seller repeating its representations and warranties, except as noted thereon, in the form of Exhibit F;

(vi) A completed form W-9; and

(vii) all such other assurances, consents, agreements, documents and instruments as reasonably may be required by the Purchaser to consummate the transactions contemplated in this Agreement and the Related Agreements.

(b) Purchaser Closing Deliverables. At Closing, the Purchaser shall deliver or cause to be delivered to the Administrative Agent, on behalf of the Sellers, the following:

(i) A stock certificate or a Direct Registration Statement from the Purchaser's transfer agent, representing the Consideration Shares, issued in the name of the Designee;

(ii) The Bill of Sale for the Data, duly executed by the Purchaser;

(iii) The Assignment and Assumption for the Assumed Liabilities, duly executed by the Purchaser;

(iv) The Royalty Deed for the NSR, duly executed by the Purchaser;

(v) The Quitclaim Deed for the Mining Property, duly executed by the Purchaser and JR Resources Corp., a Nevada corporation, and in proper form for recording;

(vi) Certificates of such resolutions evidencing the Purchaser's existence, power and authority to enter into and execute this Agreement and to consummate the transactions herein contemplated;

(vii) A certificate of the Purchaser repeating its representations and warranties, except as noted thereon, in the form of Exhibit G;

(viii) all such other assurances, consents, agreements, documents and instruments as reasonably may be required by the Purchaser or the Purchaser's title company to consummate the transactions contemplated in this Agreement and the Related Agreements.

(c) Simultaneous Transactions. The transactions and all deliveries contemplated in this Agreement shall be deemed to occur simultaneously on the Closing Date, and none shall be deemed completed until all are completed.

(d) Taxes and Fees. Except for federal income Tax obligations related to the transactions set forth in this Agreement for which the Seller is responsible, the Purchaser shall be solely liable for and shall pay all applicable sales, transfer, use, stamp, conveyance, value-added, real property transfer, recording, and other similar Taxes, if any, together with all recording or filing fees, notarial fees and other similar costs of Closing, that may be imposed upon, or payable, collectible or incurred in connection with the transactions contemplated in this Agreement.

(e) Recordation. The Purchaser shall be solely responsible for recording the Quitclaim Deed with the appropriate Governmental Authorities, and shall be solely liable for and shall pay all related recording fees and other costs, fees and expenses. The Sellers shall be solely responsible for recording the Royalty Deed with the appropriate Governmental Authorities.

(f) Unpaid Taxes. The Purchaser shall be responsible for and shall pay to the applicable Governmental Authorities all unpaid Taxes of any nature with respect to the Mining Property.

(g) Possession. The Purchaser shall be granted full and exclusive possession of the Mining Property at Closing.

5. Seller's Representations and Warranties.

Each Seller, severally and not jointly, represents and warrants to the Purchaser as of the Effective Date and as of the Closing Date as follows:

(a) Organization and Qualification. It is a corporation or limited liability company, as applicable, incorporated or formed, as applicable, and in good standing under the Laws of jurisdiction of its incorporation or formation, as applicable, and has the company power to enter into and perform its obligations under this Agreement and the Related Agreements to which such Seller is a party.

(b) Corporate Authority. The execution and delivery of and performance by it of this Agreement and the Related Agreements to which it is a party, the Transfer of the Purchased Assets by it to the Purchaser, and the assignment of the Assumed Liabilities from it to the Purchaser have been authorized by all necessary company action on its part.

(c) No Violation or Breach. The execution and delivery of and performance by it of this Agreement and the Related Agreements to which it is a party:

(i) does not conflict with its Organizational Documents;

(ii) does not violate in any material respect any Law applicable to it or

the Purchased Assets; and

(iii) to the Knowledge of Seller, does not (or would not with the giving of notice or the lapse of time) result in a material breach or material violation of or a conflict in any material way with, or allow any other Person to exercise any rights under any contracts or instruments directly related to the Purchased Assets to which it is a party.

(d) Execution and Binding Obligation. This Agreement and each of the Related Agreements to which it is a party has been duly executed and delivered by it and constitutes a legal, valid and binding agreement of it enforceable against such Seller in accordance with its terms, subject only to any limitation under applicable Laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies.

(e) Filings, Consents and Approvals. To the Knowledge of Seller, it is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other Governmental Authority or other Person in connection with the execution, delivery and performance by it of this Agreement or any of the Related Agreements to which it is a party, other than (i) filings required by state or federal securities laws (including the Securities Act and the Securities Exchange Act), if applicable, (ii) those that have been made or obtained prior to the date of this Agreement, (iii) the recording of the Memorandum of Option and the Quitclaim Deed; and (iv) approvals for the Transfer of any Permits.

(f) Title to the Purchased Assets. It (i) owns its Purchased Assets free and clear of any Encumbrances arising by, through or under it, except for Permitted Encumbrances; and (ii) except for Permitted Encumbrances, to the Knowledge of Seller, there are no outstanding options, rights of first offer or first negotiation or rights of first refusal in favor of any other party to acquire an interest in its Mining Property, and it has not granted any currently exercisable option or other right to acquire an interest in the other Purchased Assets it owns or to which it has rights; provided that it has not reviewed the Data and makes no representation or warranty as to the accuracy or completeness of any of the Data or that the Data delivered to the Purchaser constitutes all of the documents related to its Mining Property; and (iii) has not received written notice of any, and to the Knowledge of Seller, there are no pending or threatened condemnation proceedings or proposed actions or agreements for taking in lieu of condemnation with respect to any portion of its Mining Property.

(g) No Action. It has not received written notice of any, and to the Knowledge of Seller, there are no Proceedings which would prevent the consummation of the transactions contemplated by this Agreement or the Related Agreements to which it is a party, nor is there any Proceeding or Claim related to its Mining Property, including, without limitation, the title or environmental status of its Mining Property.

(h) OFAC. It is not listed on the list maintained by OFAC (commonly known as the OFAC List) or otherwise qualify as a terrorist, specially designated national and blocked person or a person with whom business by a United States citizen or resident is prohibited. It is not in violation of any anti-money laundering or anti-terrorism statute, including the PATRIOT Act, and the related regulations issued thereunder, including temporary regulations, and Executive Orders (including Executive Order 13224) issued in connection therewith, all as amended from time to time. Neither it nor any of its Affiliates or, to its knowledge, any of its directors, officers, employees, agents or representatives, is a Person currently the subject of any Sanctions. It has not knowingly engaged in, and is not now knowingly engaged in, any dealings or transactions with any Person, or in any country or territory, that is the subject of Sanctions.

(i) Consideration Shares. It, on its behalf and on behalf of its Designee, if any, represents and warrants that it is an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and it is acquiring the Consideration Shares for its own account and not with a view to the distribution thereof. Seller, on its behalf and on behalf of its Designee, if any, understands that the Consideration Shares have not been and will not be registered under the Securities Act, will bear a restrictive legend, and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. It, on its behalf and on behalf of its Designee, if any, further represents and warrants that it will not Transfer any Consideration Shares or any interest therein except in a transaction exempt from or not subject to the registration requirements of the Securities Act. It, on its behalf and on behalf of its Designee, if any, represents that (i) it has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of the acquisition of the Consideration Shares and (ii) it has been granted the opportunity to ask questions of, and receive satisfactory answers from, representatives of Purchaser concerning the business affairs and financial condition of the Purchaser and its Affiliates, and has had the opportunity to obtain and has obtained any additional information which it deems necessary regarding such purchase, and that the Purchaser is not required to register the Consideration Shares.

(j) Disclaimer. Except as specifically set forth in this Section 5:

(i) Except as expressly set forth herein, it makes no representations or warranties of any kind or nature, express or implied, at Law or in equity, and there are no implied conditions in respect of it, or any of its assets, liabilities or operations, or with respect to the Purchased Assets or the Assumed Liabilities, including without limitation, any warranties express or implied with respect to the sufficiency, merchantability or fitness for any particular purpose of any of the Purchased Assets or the Assumed Liabilities, or compliance with applicable Laws, including Environmental Laws, and all such representations, warranties or conditions hereby are expressly disclaimed.

(ii) The Purchaser hereby acknowledges and agrees that the Purchaser is purchasing the Purchased Assets and the Assumed Liabilities on an "as-is, where-is" basis, with all faults.

(iii) WITHOUT LIMITING THE FOREGOING, IT MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER CONCERNING THE EXISTENCE OR STATUS OF ANY MINES OR WORKINGS WITHIN THE AREA COVERED BY ITS MINING PROPERTY, INCLUDING THE EXISTENCE AND STATUS OF ANY ABANDONED MINES OR WORKINGS, THE STATUS OF ANY ROYALTIES OR THE EXISTENCE OR STATUS OF ANY UNRECORDED RIGHTS TO ANY ROYALTIES, THE EXISTENCE, NATURE, LOCATION, AMOUNT OR VALUE OF ANY MINERALIZATION, MINERAL RESERVES OR RESOURCES, THE ABILITY TO EXTRACT, PROCESS, OR SELL MINERALS BY ANY MEANS, WHETHER ANY NECESSARY PERMITS CAN BE OBTAINED IN A TIMELY MANNER OR AT ALL, WHETHER ANY MINING CAN BE DONE ECONOMICALLY OR AT ALL, OR THAT THERE WILL BE NO THIRD PARTY CHALLENGE TO THE ISSUANCE OF ANY REQUIRED PERMIT OR ENVIRONMENTAL IMPACT STATEMENT REQUIRED FOR OPERATIONS WITH RESPECT TO THE MINING PROPERTIES, OR THAT THERE ARE NO RIGHTS (INCLUDING ROYALTIES, ACCESS RIGHTS, INFORMATION RIGHTS, RECONVEYANCE RIGHTS, REVERSIONARY RIGHTS OR OTHER RIGHTS OF PREDECESSORS IN INTEREST) RFELATED TO ITS MINING PROPERTY.

6. Purchaser's Representations and Warranties.

The Purchaser represents and warrants to the Administrative Agent and each Seller as of the Effective Date and as of the Closing Date as follows:

(a) Incorporation and Qualification. The Purchaser is a corporation incorporated and in good standing under the Laws of the State of Nevada and has the corporate power to enter into and perform its obligations under this Agreement and the Related Agreements to which the Purchaser is a party;

(b) Corporate Authority. The execution and delivery of and performance by the Purchaser of this Agreement and each of the Related Agreements to which the Purchaser is a party, the transfer of the Purchased Assets from the Seller to the Purchaser, and the assumption of the Assumed Liabilities by the Purchaser, have been authorized by all necessary corporate action on the part of the Purchaser;

(c) No Violation or Breach. The execution and delivery of and performance by the Purchaser of this Agreement and the Related Agreements to which it is a party:

(i) does not conflict with the Organizational Documents of the Purchaser;

(ii) does not violate in any material respect any Law applicable to the Purchaser; and

(iii) does not (or would not with the giving of notice or the lapse of time) result in a material breach or material violation of or a conflict in any material way with, or allow any other person or entity to exercise any rights under any contracts or instruments to which the Purchaser is a party.

(d) Execution and Binding Obligation. This Agreement and each of the Related Agreements to which the Purchaser is a party has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against it in accordance with its terms subject only to any limitation under applicable Laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies.

(e) Capitalization.

(i) The authorized capital of the Purchaser consists of 75,000,000 shares of common stock and 10,000,000 shares of preferred stock, of which [●] Dakota Shares, no shares of preferred stock, and derivative securities to purchase up to [●] shares of common stock are issued and outstanding as of [●], 20[__]; and

(ii) On a fully diluted basis, the Purchaser has a sufficient number of authorized Dakota Shares to issue the Consideration Shares without exceeding the number of shares authorized under Purchaser's articles of incorporation.

(f) Filings, Consents and Approvals.

(i) The Purchaser is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other Governmental Authority or other person or entity in connection with the execution, delivery and performance by the Purchaser of this Agreement or any of the Related Agreements to which it is a party, other than (A) filings required by applicable securities Laws (including the Securities Act and the Securities Exchange Act), and (B) those that have been made or obtained prior to the date of this Agreement; and

(ii) During the last 12 months, the Purchaser has filed in a timely manner all disclosures, reports and other filings required to be filed by it under applicable securities Laws, including the Securities Act and the Securities and Exchange Act (the "Securities Filings") in all jurisdictions in which such Securities Filings are required to be filed and with all securities exchanges where the Purchaser's securities are traded, and all such Securities Filings are true and accurate in all material respects.

(g) Financial Capability.

(i) From the Effective Date, and thereafter through the Closing, the Purchaser shall maintain sufficient financial resources and capabilities to pay the Consideration; and

(ii) Payment of the Consideration will not leave the Purchaser insolvent, thinly capitalized (as determined by generally acceptable accounting principles applied on a consistent basis), or unable to meet its commitments, financial or otherwise, as they become due.

(h) Issuance of the Consideration Shares. The issuance of the Consideration Shares has been duly authorized and, when issued, the Consideration Shares will be duly and validly issued, fully paid and nonassessable, free and clear of all Encumbrances.

(i) The Purchaser is not listed on the list maintained by OFAC (commonly known as the OFAC List) or otherwise qualify as a terrorist, specially designated national and blocked person or a person with whom business by a United States citizen or resident is prohibited. The Purchaser is not in violation of any anti-money laundering or anti-terrorism statute, including the PATRIOT Act, and the related regulations issued thereunder, including temporary regulations, and Executive Orders (including Executive Order 13224) issued in connection therewith, all as amended from time to time. Neither the Purchaser nor any of its Affiliates or, to its knowledge, any director, officer, employee, agent or representative of the Seller, is a Person currently the subject of any Sanctions. The Purchaser has not knowingly engaged in, and is not now knowingly engaged in, any dealings or transactions with any Person, or in any country or territory, that is the subject of Sanctions.

(j) Independent Review.

(i) The Purchaser and its Affiliates, and its and their respective Representatives, have had sufficient access to and opportunity to review the Purchased Assets and the Assumed Liabilities and to ask questions of the management representatives and professional advisors of the Seller, as necessary for the Purchaser to investigate, analyze, and evaluate the Purchased Assets and the Assumed Liabilities and to make its and their independent decision to acquire the acquire the Purchased Assets and assume the Assumed Liabilities and to consummate the transactions contemplated by this Agreement and the Related Agreements to which the Purchaser is a party.

(ii) In making the decision to enter into this Agreement and the Related Agreements to which the Purchaser is a party, and to consummate the transactions contemplated herein and therein, the Purchaser has conducted its own independent investigation, analysis, and evaluation of the Purchased Assets and the Assumed Liabilities (including the Purchaser's own estimate and appraisal of the extent, location and value of mineralization, mineral resources and reserves, undeveloped properties, and environmental obligations), and the financial condition of, operations, and prospects for, the Mining Property.

7. Data.

Without any obligation to investigate or review, to the extent that the Administrative Agent locates or receives any documents and/or information that constitute Data after the Closing Date, it will deliver those documents and/or information to the Purchaser as soon as reasonably practicable.

8. Indemnity.

(a) Purchaser Indemnification. Subject to the Quitclaim Deed, the Purchaser shall indemnify, defend and hold harmless the Administrative Agent, each Seller and its and their respective Affiliates and its and their respective Representatives (collectively, the "Seller Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

(i) any material inaccuracy in or material breach of any of the representations or warranties of the Purchaser contained in this Agreement as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); provided that the materiality requirement in this Section 8(a)(i) shall not apply to representations or warranties that, in accordance with their provisions, are subject to a materiality standard; or

(ii) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Purchaser pursuant to this Agreement.

(b) Limitations to Purchaser Indemnification. Subject to the Quitclaim Deed, the aggregate liability of the Purchaser to the Seller Indemnitees for indemnification pursuant to Section 8(a) in no event shall exceed the value of the Consideration Shares as determined as of the Closing Date.

(c) Seller Indemnification. Each Seller, severally and not jointly, shall indemnify, defend and hold harmless the Purchaser and its Affiliates and its and their respective Representatives (collectively, the "Purchaser Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of:

(i) any material inaccuracy in or material breach of any of the representations or warranties of a Seller contained in this Agreement as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); provided that the materiality requirement in this Section 8(c)(i) shall not apply to representations or warranties that, in accordance with their provisions, are subject to a materiality standard; or

(ii) any material breach or non-fulfillment of any covenant, agreement or obligation to be performed by a Seller pursuant to this Agreement.

(d) Limitations to Seller Indemnification. The indemnification provided by a Seller to the Purchaser Indemnitees pursuant to Section 8(c) shall be subject to the following limits, as determined for the Sellers in the aggregate:

(i) the amount finally agreed or adjudicated of any such individual Loss of a Purchaser Indemnitee subject to indemnification by the Sellers under this Agreement must exceed $10,000 (the "De Minimis Amount");

(ii) the aggregate amount of Losses of the Purchaser Indemnitees subject to indemnification by the Sellers under this Agreement must exceed $70,000 (the "Deductible"), provided that (A) any individual amount used to calculate the Deductible shall be no less than the De Minimis Amount, and (B) once the Deductible has been exceeded, the Purchaser shall only be entitled to require payment on such indemnities on the portion of Losses that exceeds the Deductible;

(iii) any Claims of the Purchaser Indemnitees arising out of similar facts, matters or circumstances will not be treated as separate Claims; and

(iv) notwithstanding any provision in this Agreement to the contrary, but subject to the Quitclaim Deed the aggregate amount of all Claims of the Purchaser Indemnitees subject to indemnification by the Sellers under this Agreement shall not exceed 10% of the total value of the Consideration Shares as of the Closing.

(e) Damages Limitations. In no event shall the Purchaser be liable to any Seller Indemnitee, and in no event shall the Sellers be liable to any Purchaser Indemnitee, as applicable, for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type.

(f) Survival. Subject to the provisions in the Quitclaim Deed governing the survival period of the indemnification obligations therein, the indemnification obligations of the Purchaser to the Seller Indemnitees, and the indemnification obligations of the Sellers to the Purchaser Indemnitees, as applicable, under this Section 8 shall terminate in all respects two hundred and seventy (270) calendar days following the earlier of the termination this Agreement and the Closing Date, after which such indemnification obligation automatically shall cease. For purposes of clarity, the survival period for the indemnification obligations in the Quitclaim Deed shall be governed by the Quitclaim Deed.

(g) Procedure. Promptly after receipt by a Party entitled to indemnification hereunder (the "Indemnitee") of written notice of the assertion or the commencement of any Claim subject to indemnification under this Section 8, the Indemnitee shall give written notice thereof to the Purchaser the Sellers, as applicable (the "Indemnitor"), and thereafter shall keep the Indemnitor reasonably informed with respect thereto; provided, however, that failure of the Indemnitee to give the Indemnitor notice as provided in this Section shall not relieve the Indemnitor of its obligations hereunder except to the extent that the Indemnitor is prejudiced thereby. If any third person commences any Proceeding against any Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, at its option, assume the defense thereof with counsel reasonably satisfactory to the Indemnitee, at the Indemnitor's sole expense; provided, however, that the Indemnitor shall not have the right to assume the defense of any Proceeding if (i) the Indemnitee shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnitor, and, in the reasonable opinion of the Indemnitee, counsel for the Indemnitor could not adequately represent the interests of the Indemnitee because such interests could be in conflict with those of the Indemnitor, (ii) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnitor, or (iii) the Indemnitor shall not have assumed the defense of the Proceeding in a timely fashion (but in any event within 30 days of written notice of such Proceeding). If the Indemnitor shall assume the defense of any Claim, the Indemnitee shall be entitled to participate in any Proceeding at its expense, and the Indemnitor shall not settle such Proceeding unless the settlement shall include as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnitee from all liability with respect to the matters that are subject to such Proceeding and to which Indemnitee is entitled to indemnification hereunder, or otherwise shall have been approved reasonably by the Indemnitee. For purposes of this Section 8(g), all notices to be sent to a Seller shall be sent to the Administrative Agent.

(h) Sole Remedy. Subject to the Quitclaim Deed, the rights to indemnification provided for in this Section 8 shall be the sole and exclusive remedy of the Purchaser Indemnitees and the Seller Indemnitees, as the case may be, for any Claims or Losses of any nature under this Agreement.

9. Conditions of Closing.

(a) Conditions for the Benefit of the Purchaser. The transactions contemplated in this Agreement and the Related Agreements are subject to the following conditions to be fulfilled or performed, on or before the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:

(i) The covenants, representations and warranties of a Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as if such covenants, representations and warranties had been made on and as of such date; provided that the materiality requirement in this Section 8(a)(i) shall not apply to covenants, representations and warranties that, in accordance with their provisions, are subject to a materiality standard; and

(ii) All other consents, approvals and waivers required by a Seller to Transfer the Purchased Assets to the Purchaser shall have been obtained on terms acceptable to the Purchaser, acting reasonably.

(b) Conditions for the Benefit of the Sellers. The purchase and sale of the Purchased Assets is subject to the following conditions to be fulfilled or performed, on or before the Closing Date, which conditions are for the exclusive benefit of the Sellers and may be waived, in whole or in part, by the Sellers, acting through the Administrative Agent, in their sole discretion:

(i) The covenants, representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as if such covenants, representations and warranties had been made on and as of such date; provided that the materiality requirement in this Section 9(b)(i) shall not apply to covenants, representations and warranties that, in accordance with their provisions, are subject to a materiality standard;

(ii) The Purchaser shall deliver to the Administrative Agent a copy of the resolution of the directors of the Purchaser approving the transactions contemplated in this Agreement and the Related Agreements; and

(iii) All consents, approvals and waivers required by the Purchaser to acquire the Purchased Assets and assume the Assumed Liabilities shall have been obtained on terms acceptable to the Administrative Agent, acting reasonably.

10. Casualty; Condemnation.

Each Seller shall bear the risk of any loss or damage to its Mining Property resulting from condemnation, fire or other casualty at all times prior to Closing. In the event of any such loss or damage, there will be no adjustment in the Consideration on account of such loss or damage but all insurance proceeds and condemnation awards payable as a result of the occurrence of the event resulting in such loss or damage shall be delivered by the applicable Seller to Purchaser, or the rights to such proceeds shall be assigned by the applicable Seller to the Purchaser if not yet paid over to the Seller, in each case contingent upon the occurrence of Closing.

11. The Purchaser's Remedies for a Seller's Default.

In the event that any Party (as applicable, the "Defaulting Party") shall default in performance of its obligations under this Agreement, or if the Defaulting Party's representations and warranties contained in this Agreement shall fail to be true in any material and adverse respect when made, or as of the Closing, which default continues for ten (10) Business Days following written notice thereof from the other Party (as applicable, the "Non-Defaulting Party") then, at the Non-Defaulting Party's option, the Non-Defaulting Party shall have the right to elect any of the following remedies hereunder: (a) the Non-Defaulting Party may terminate this Agreement and thereafter, except as otherwise specifically set forth in this Agreement (including in Section 8), neither the Non-Defaulting Party nor the Defaulting Party shall have any further obligations under this Agreement; (b) the Non-Defaulting Party may seek all remedies at equity, including, without limitation, specific performance of this Agreement; or (c) the Non-Defaulting Party may seek applicable rights to indemnification from the Defaulting Party in accordance with Section 8.

12. Termination.

This Agreement may, by notice in writing given at or prior to the Closing Date, be terminated by mutual consent of the Sellers and the Purchaser.

13. Brokers.

Each Party represents and warrants to the other that that it has not had, and shall not have, any dealings with (and it has not engaged and will not engage) any third party to whom the payment of any broker's fee, finder's fee, commission or other similar compensation shall or may become due or payable in connection with the transactions contemplated hereby. It is agreed that if any claims for brokerage commissions or fees are ever made against the Seller or the Purchaser, all such claims shall be handled and paid by the party whose actions or alleged commitments form the basis of such claim. Each Party shall indemnify, defend and hold the other Party harmless from any and all claims for commissions or fees by brokers made against another Party, and resulting loss, cost (including reasonable attorneys' fees) and damages, which claim shall have arisen out of any written document or alleged oral agreement entered or purported to have been entered into by the indemnifying Party and the Person claiming such commission, with respect to the transaction contemplated by this Agreement.

14. Maintenance of Property; Title.

(a) Maintenance of the Property. Each Seller shall make all payments of Taxes, royalties, land-holding costs, claim maintenance and similar fees, lease payments and other payments that are due as of the Effective Date or become due from and after the Effective Date until the Closing Date and that are required for such Seller to maintain the interest in its Mining Property, except to the extent such payments are being contested pursuant to a good faith dispute.

(b) No Encumbrances. From and after the Effective Date until the Closing Date, each Seller shall not create or allow any Encumbrances arising by, through or under such Seller on its Mining Property, except for Permitted Encumbrances.

15. Enurement.

This Agreement becomes effective on the Effective Date. After the Effective Date, this Agreement will be binding upon and enure to the benefit of the Parties and their respective successors, legal representatives and permitted assigns. Except as otherwise set forth in this Agreement or the Related Agreements, neither this Agreement nor the Related Agreements nor any of the rights or obligations under this Agreement or the Related Agreements, including any right to payment, may be assigned or transferred, in whole or in part, by either Party without the prior written consent of the other Party.

16. Entire Agreement.

This Agreement, together with the Related Agreements, constitutes the entire agreement between the Parties with respect to the transactions contemplated in this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such transactions. Except as specifically set forth in this Agreement, the Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

17. Waiver.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right it may have.

18. Further Assurances.

Each of the Parties covenants and agrees to take reasonable commercial efforts to do such things and to execute such further conveyances, transfers, documents and assurances as may be deemed necessary or advisable from time to time in order to effectively transfer the Purchased Assets to the Purchaser and carry out the terms and conditions of this Agreement in accordance with their true intent.

19. Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

20. Governing Law; Jurisdiction.

(a) This Agreement is governed by, and will be interpreted and construed in accordance with, the Laws of the State of Utah without reference to Utah principles of conflicts of Law; provided that the Quitclaim Deed and the Royalty Deed shall be governed by the laws of the State of South Dakota without reference to South Dakota principles of conflicts of Law.

(b) For all purposes of this Agreement, and for all purposes of any Claim arising out of or relating to the transactions contemplated hereby or for recognition or enforcement of any judgment, the Parties hereby submit to the exclusive jurisdiction of the United States District Court in the State of Utah located in Salt Lake City, Utah, or if that court does not have or will not accept jurisdiction, then the competent state courts of the State of Utah located in Salt Lake City, Utah, and hereby irrevocably and unconditionally agree that all matters with respect to any such Claim may be heard and determined in such court. The Parties agree that a final judgment in any such Claim shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by Law. Each of the Parties hereby irrevocably and unconditionally waives, to the fullest extent they may legally and effectively do so, and further agrees not to assert as a defense in any such Proceeding, any Proceeding that such Party is not personally subject to the jurisdiction of such court, that the venue of the Proceeding is brought in an inconvenient forum or that this Agreement or the subject matter hereof may not be enforced in or by such court.

(c) Each Party hereby irrevocably waives all rights to a jury trial in any Proceeding of any kind directly or indirectly arising out of or in any way relating this this Agreement. This jury trial waiver is intended to apply, to the fullest extent permitted by Law, to any and all disputes and controversies that arise out of or in any way relate to any or all of the matters described in the preceding sentence, including without limitation contract Claims, tort Claims, and all other common Law and statutory Claims of any kind or character. This Agreement may be filed in any court of competent jurisdiction as a Party's written consent to such Party's waiver of a jury trial.

21. Counterparts.

This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Agreement.

22. Disclosure.

The Purchaser and the Sellers each acknowledge and agree that the other may be required to disclose the terms of this Agreement, as well as a copy of this Agreement, in order to comply with federal securities Laws and hereby consent to such filing(s) as may be required by federal securities Laws.

[REMAINDER OF PAGE LEFT BLANK]

The Parties have executed this Agreement as of the Effective Date.

	SELLERS:

	HOMESTAKE MINING COMPANY OF CALIFORNIA


	By:
	Name:
	Title:


	LAC MINERALS (USA) LLC


	By:
	Name:
	Title:


	PURCHASER:

	DAKOTA TERRITORY RESOURCE CORP.


	By:
	Name:
	Title:

EXHIBIT A

MINING PROPERTY

LEGAL DESCRIPTION

Properties, Property Agreements and Royalties

(All Properties are located within T5N, R2E, B.H.M., Lawrence County, South Dakota)

Mineral Properties

Owned by LAC Minerals:

Enterprise patented lode mining claim, M.S. 407, located in Sections 10 and 15

Surprise patented lode mining claim, M.S. 408, located in Sections 10 and 15

Carbonate patented lode mining claim, M.S. 417, located in Section 15

Jay Gould patented lode mining claim, M.S. 425, located in Section 10

Garfield patented lode mining claim, M.S. 426, located in Section 10

Far West patented lode mining claim, M.S. 428, located in Sections 10 and 15

Katie patented lode mining claim, M.S. 437, located in Section 10

Arthur patented lode mining claim, M.S. 438, located in Section 10

Hartshorn patented lode mining claim, M.S. 440, located in Sections 10 and 15

Minnie patented lode mining claim, M.S. 441, located in Section 15

Ultimo patented lode mining claim, M.S. 442A, located in Section 15

Tidiout patented lode mining claim, M.S. 443, located in Section 15

Utica patented lode mining claim, M.S. 447A, located in Section 15

Antietam patented lode mining claim, M.S. 448A, located in Section 15

Blue Bird patented lode mining claim, M.S. 449, located in Section 15

Carbonate Fraction #1 patented lode mining claim, M.S. 450, located in Section 15

Carbonate Fraction #2 patented lode mining claim, M.S. 451, located in Section 15

Mutual patented lode mining claim, M.S. 465, located in Section 15

Washington patented lode mining claim, M.S. 466, located in Section 15

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May Queen patented lode mining claim, M.S. 473, located in Section 15

Hercules patented lode mining claim, M.S. 474, located in Section 15

Adelphi patented lode mining claim, M.S. 489, located in Section 15

Spanish patented lode mining claim, M.S. 679, located in Section 15

Richmond patented lode mining claim, M.S. 680, located in Section 15

Brooklyn patented lode mining claim, M.S. 874, located in Section 15

J.M., Todd, Earle, Minnie C, Lyda B, Sister, Arthur L, Cass, Newell, Calvin P, Emma, Virginia, Juliett, Donald W, Helen, Atwood, Little Bonanze, Ella, Ralph K patented lode mining claims, M.S. 977, located in Sections 22, 23, 26 and 27

Cloride Fr., Calkins, Logan, Anis patented lode mining claim, M.S. 1022, located in Section 15

Rattler and Gilroy patented lode mining claim, M.S. 1043, located in Sections 10 and 15

Nankipoo, Delaunay patented lode mining claim, M.S. 1278, located in Section 15

Aliance, Sucker, Little Ellen, Black Bird, Golden Eagle No. 2, Rubicon, Rubicon No. 2, Rubicon No. 4, Dakota, Darboy, Havana No. 1, Havana No. 3, Porto Rico No. 2 patented lode mining claims, M.S. 1376, located in Sections 10, 11, 14 and 15

Independent, Independent No. 1, Republick patented lode mining claims, M.S. 1398, located in Section 15

Joplin No. 1, Joplin No. 2, Joplin No. 3, Julia-Etta, Magnetic patented lode miningclaims, M.S. 1436, located in Sections 15 and 22

Crest, Samoa, Co-moa, Sylvanite No. 1, Sylvanite No. 2, Grove, Volt, Seven-B, Storm King, Vigor patented lode mining claims, M.S. 1440, located in Sections 15, 16, 21 and 22

Cashier, LaPlata patented lode mining claims, M.S. 1469, located in Section 15

Maryland, Baltimore, Maverick, Badger, North Side Fraction patented lode miningclaims, M.S. 1529, located in Sections 15 and 16

Lola patented lode mining claim, M.S. 1569, located in Section 15

St. Cloud No. 5, Zelpha Mable, Josephine, St. Cloud No. 1, St. Cloud No. 3, Comstock, Victor Fraction #3, Grand Deposit No. 2, Tartar, Red Cloud, Red Cloud Frac., Valley Frac. patented lode mining claims, M.S. 1655, located in Sections 15 and 22

Edmonia patented lode mining claim, M.S. 1769, located in Section 14

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Mars No. 1 patented lode mining claim, M.S. 1851, located in Section 15

Legal Tender, Diamond Point, Joe Craig, Gremmel No. 1, Cotton Tail Frac. patented lode mining claims, M.S. 1872, located in Section 22

Dante, Creston, Morning Glory, Vindicator patented lode mining claims, M.S. 1910, located in Section 23

Bison, Trent patented lode mining claims, M.S. 2033, located in Sections 10 and 15

Govt. Lots 3, 9, 10, 12, 13, located in Section 15

Tracts 0102-A, 0102-B, 0103-B, located in Section 15

Govt. Lot 1, 2, 4 and 5 located in Section 22

Govt. Lots 9 and 10, located in Section 23

Tract 0103-A, located in Section 23

Owned by Homestake:

Yankee Boy, Yankee Boy No. 3, Yankee Boy No. 4, Alliance No. 2, Little Bonanza No. 2, Magna Charta and General Joe Hooker patented lode mining claims, M.S. 1406, located in Section 14

Tract 1 of M.S. 1829, as shown on Plat Document Number 2014-1022, located inSections 22 and 23

Los Angeles No. 1, Los Angeles No. 2 and Los Angeles No. 3 patented lode mining claims, M.S. 1617, located in Section 23

Stella No. 3, Stella No. 5, Margarite No. 6 and Margarite No. 7, patented lode mining claims, M.S. 1862, located in Sections 23 and 26

Govt. Lot 10, located in Section 11

Govt. Lot 12, located in Section 13

Govt. Lots 2, 3, 4, 7, 8, 9 and 10, located in Section 14

Govt. Lots 1, 2, 3, 4, 5, 6, 7 and 8, located in Section 23

Govt. Lots 12, 13 and 14, located in Section 24

Owned by Homestake - Minerals Only:

Old Reliable patented lode mining claim, M.S. 348, located in Section 14

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Dakota, Granite, Columbia and Union patented lode mining claims, M.S. 1092, located in Sections 13, 14 and 23

White House, Congress, China Fraction, Japan Fraction patented lode mining claims, M.S. 1247, Sections 13 and 14

Arthur No. 1, Little Hill, Little Hill No. 2 patented lode mining claims, M.S. 1406, located in Section 14

Bessie, Cross No. 1, Dixie, Geneva, Hattie, Tan patented lode mining claims, M.S. 1822, located in Section 14

Owned by LAC Minerals - Unpatented Lode Mining Claims:

L&O No. 1¹BLM serial No. MMC 74914 Located in Section 15

NJB 7²BLM serial No. MMC 165019 Located in Section 15

Leased Mineral Rights

Rubicon, Cleveland, Lizzie Johnson, Standard and Grayback patented lode mining claims, M.S. 1382, located in Section 23, which claims are leased by LAC pursuant to a Lease Agreement dated November 15, 1984 between James E. Peterson and Arlene Peterson, husband and wife, as lessors, and St. Joe American Corporation, as lessee, a short form of which is recorded in Lawrence County, South Dakota as document number 84-3814 (the "Peterson Lease").

Property Agreements

1. The Peterson Lease.

Material Contracts

1. Restated Joint Venture Agreement dated December 2, 1988 between Viable Resources, Inc. and Bond Gold Richmond Hill Inc., and all judicial orders, decisions and opinions relating thereto, including without limitation Order Following Court Trial in Fowler v. LAC Minerals (USA), LLC, Civ. No. 08-5043-JLV (D. S.D. August 10, 2011); Judgment in Fowler v. LAC Minerals (USA), LLC, Civ. No. 08-5043-JLV (D. S.D. August 10, 2011); and opinion in Fowler v. LAC Minerals (USA), LLC, 694 F.3d 930 (8th Cir. 2012).

2. Easement Agreement dated February 22, 1998 between Timothy Morton and Shirley Morton as grantors and LAC Minerals (USA) Inc. as grantee.

3. Settlement Agreement dated June 15, 2000 among Scott L. Prentice and Jeanne L. Prentice, LAC Minerals (USA) Inc. and Todd Duex, and Order related thereto in the matter of Scott L. Prentice et al. v. LAC Minerals (USA) Inc., Civ. No. 99-5083-KES (D. S.D. June 15, 2000).

___________________________

¹ This claim is currently listed in BLM records as owned by St. Joe Richmond Hill.

² This claim is currently listed in BLM records as owned by Bond Gold Richmond.

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4. Deed, Grant of Easements and Right of First Refusal dated April 18, 2003 from Homestake Mining Company of California to Donald F. Hander and Karen Hander, as modified by Relinquishment and Release of First Right to Purchase dated November 2, 2007 from Maitland Partners, L.L.C. to Homestake Mining Company of California.

5. All instruments and documents relating to the Properties, or any of them, contained in the records of the Lawrence County Register of Deeds Office or in the files of the United States Bureau of Land Management or in the files of the South Dakota Department of Environment & Natural Resources, or in any other public records, to which LAC or Homestake is a party or the successor to a party.

6. Pursuant to the Exploration Lease and Purchase Option Agreement dated June 18, 2019

(the "Exploration and Option Agreement"), among Wharf Resources (U.S.A.) Inc. ("Coeur"), Coeur Mining Inc., Homestake and LAC Minerals, which Exploration and Option Agreement terminated on September 17, 2021, Coeur has certain access rights to the Mining Property in order to perform Coeur Reclamation Obligations, including Post- Termination Reclamation Obligations (each as defined in the Exploration and Option Agreement).

Documents creating Royalties

1. The Peterson Lease.

2. Mining Deed dated May 24, 1968 from Fillmore and Company, W. O. Fillmore and Lillian G. Fillmore, as grantors, to Congo Uranium Company, as grantee, recorded in Lawrence County, South Dakota as document number 84-1176.

3. Warranty Deed dated June 2, 1976 from Iwalana L. Gali (fka Iwalana L. Aye), as grantor, to Homestake Mining Company, as grantee, recorded in Lawrence County, South Dakota as document number 82-5846.

4. Grant, Bargain and Sale Deed dated April 11, 2014 from Sharlene J. Hoffman, trustee, Earl D. Bohlen and Helen L. Bohlen, as grantors, to Homestake Mining Company of California, as grantee, recorded in Lawrence County, South Dakota as document number 2014-01773.

[End]

A-5

EXHIBIT B

ASSIGNMENT AND ASSUMPTION

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (Real Property Leases, Agreements, Rights of Way and Easements) (Lawrence County) (this "Assignment"), effective as of [____], 20[__] ("Effective Date"), is from [Homestake Mining Company of California, a California corporation][LAC Minerals (USA) LLC, a Delaware limited liability company] ("Assignor") whose address is 310 S. Main Street, Suite 1150, Salt Lake City, Utah 84101, to Dakota Territory Resource Corp., a Nevada corporation whose address is 106 Glendale Drive, Suite A, Lead, South Dakota 57754 ("Assignee").

Recitals

1. Assignor and Assignee are parties to that certain Asset Purchase Agreement dated [___] (the "Agreement").

2. Pursuant to the Agreement, Assignor agreed, among other things, to assign to

Assignee all of Assignor's right, title and interest in, to and under certain assets described in the Agreement (collectively, the "Assigned Assets"), which form part of the Purchased Assets.

3. Pursuant to the Agreement, the parties to the Agreement agreed, among other things, to cause Assignee to assume all Assumed Liabilities in, under or related to the Assigned Assets.

4. Assignor and Assignee execute this Assignment with respect to the Assigned Assets in order to fulfill, in part, their obligations under the Agreement.

Assignment and Assumption

For good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, and subject to the terms and conditions set forth in the Agreement, Assignor sells, assigns and transfers to Assignee, its successors and assigns forever, all of Assignor's right, title and interest in, to and under the Assigned Assets, free and clear of all encumbrances other than Permitted Encumbrances, to have and to hold forever.

As of the Effective Date, Assignees accept the assignment, and assume and agree to perform and satisfy all Assumed Liabilities in, under or related to the Assigned Assets.

Notwithstanding the foregoing, to the extent that the sale, assignment and transfer of any Assigned Asset pursuant to this Assignment requires prior consent or approval of any person or governmental authority, and such consent or approval has not been obtained prior to or on the Effective Date, then the sale, assignment and transfer of any such Assigned Asset pursuant to this Assignment shall not be effective until such consent or approval shall have been obtained. Upon obtaining such consent or approval, the sale, assignment and transfer of any such Assigned Asset pursuant to this Assignment shall become effective automatically without any further action on the part of the parties hereto. To the greatest extent permitted by law, all Assumed Liabilities in, under or related to any such asset shall be, and shall for all purposes be deemed to be, assumed by Assignee as of the Effective Date and Assignee shall thereafter be fully responsible and liable therefor.

This Assignment incorporates by reference the representations and warranties, and associated limitations and disclaimers, made in the Agreement with respect to the Assigned Asset. This Assignment and the covenants contained herein shall extend to and be binding upon and every benefit hereof shall inure to the parties hereto, their respective successors and assigns.

This Assignment, being further documentation of the transactions contemplated by the Agreement, is subject in all respects to the terms and conditions of the Agreement. In the event of a conflict between any provision of this Assignment and any provision of the Agreement, the provisions of the Agreement shall control. Capitalized terms used but not defined in this Assignment shall have the meanings ascribed to them in the Agreement.

This Assignment shall be governed by the laws of the South Dakota.

This Assignment may be executed in counterparts, each of which when so executed will be deemed to be an original and when taken together shall constitute the entire and same agreement.

[Signature Page Follows]

B-2

Executed by Assignor and Assignees to be effective as of the Effective Date.

Assignor:	Assignee:

[Homestake Mining Company of California, a California corporation][LAC Minerals (USA) LLC, a Delaware limited liability company]	Dakota Territory Resource Corp., a Nevada corporation

By: ______________________________________________________ Name:____________________________________________________ Title: ____________________________________________________	By: ______________________________________________________ Name:____________________________________________________ Title: ____________________________________________________

B-3

EXHIBIT C

BILL OF SALE

This Bill of Sale (the "Bill of Sale"), executed to be effective as of [___] (the "Effective Date"), is made by [Homestake Mining Company of California, a California corporation][LAC Minerals (USA) LLC, a Delaware limited liability company], the address of which is 310 S. Main Street, Suite 1150, Salt Lake City, Utah 84101 ("Seller"), in favor of Dakota Territory Resource Corp, a Nevada corporation, the address of which is 106 Glendale Drive, Suite A, Lead South Dakota 57754 ("Purchaser").

Recitals

1. Seller and Purchaser, are parties to that certain Asset Purchase Agreement dated [____] (the "Agreement"). Capitalized terms used and not otherwise defined in this Bill of Sale shall have the meanings ascribed to them in the Agreement.

2. Pursuant to the Agreement, Seller agreed, among other things, to sell and transfer to Purchaser all of Seller's right, title and interest in, to and under the Data that form a part of the Purchased Assets (the "Sale Assets").

3. Seller executes this Bill of Sale with respect to the Sale Assets in order to fulfill, in part, its obligations under the Agreement.

Sale

For good and valuable consideration, the receipt and sufficiency of which are acknowledged, subject to the terms and conditions set forth in the Agreement, Seller hereby sells, assigns and transfers to Purchaser all of Seller's right, title and interest in and to the Sale Assets, free and clear of encumbrances arising by, through or under Seller.

This Bill of Sale incorporates by reference the representations and warranties, and associated limitations and disclaimers, made in the Agreement with respect to the Sale Assets and no others. This Bill of Sale, being further documentation of the transactions contemplated by the Agreement, is subject in all respects to the terms and conditions of the Agreement. In the event of a conflict between any provision of this Bill of Sale and any provision of the Agreement, the provisions of the Agreement shall control.

This Bill of Sale and the covenants contained herein shall extend to and be binding upon and every benefit hereof shall inure to the parties hereto, their respective successors and assigns. This Bill of Sale may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. This Bill of Sale may be executed by facsimile, e-mail, .pdf or similar means, which shall be deemed to have the same legal effect as delivery of an original signed copy of this Bill of Sale for all purposes.

This Bill of Sale is governed by the laws of South Dakota.

C-1

Executed by Assignor to be effective as of the date first written above.

Seller:

[Homestake Mining Company of California,

a California corporation][LAC Minerals
(USA) LLC, a Delaware limited liability
company]

By:
Name:
Title:

Acknowledged and accepted:
Purchaser:

Dakota Territory Resource Corp., a Nevada
corporation

By:
Name:
Title:

C-2

EXHIBIT D

QUITCLAIM DEED

(See Attached)

D-1

Prepared by:

Parsons Behle & Latimer
201 South Main Street
Salt Lake City, Utah
84111

(801) 532-1234

Grantee Address:

Dakota Territory Resource Corp

106 Glendale Drive, Suite A

Lead, SD 57754

Pursuant to South Dakota Codified Laws 43-28-24 thru 43-28-28 inclusive: this Deed does not contain any individual's personally identifiable information.

QUITCLAIM DEED

This QUITCLAIM DEED (the "Deed") is effective the [__] day of [__], 20[__] (the "Effective Date"), by and among Homestake Mining Company of California, a California corporation ("Homestake") and LAC Minerals (USA) LLC, a Delaware limited liability company ("LAC Minerals" and together with Homestake, "Grantors"), Dakota Territory Resource Corp., a Nevada corporation ("Grantee"), and JR Resources Corp., a Nevada Corporation (the "Guarantor").

RECITALS

1. Grantors and Grantee are parties to that certain Asset Purchase Agreement executed by Grantor and Grantee on [DATE], 2021 (the "Agreement").

2. Pursuant to the Agreement, Grantors agreed, among other things, to convey to Grantee all of Grantors' right, title and interest in and to the real property described in Exhibit A to this Deed (the "Mining Property"). The Mining Property is located in Lawrence County, South Dakota.

3. As partial consideration for the conveyance of the Mining Property from Grantors to Grantee, Grantee hereby agrees to conduct mining operations on the Mining Property in accordance with certain operating parameters, and to indemnify Grantors for any failure by Grantee to conduct such mining operations in accordance with such operating parameters, all as described in Exhibit B to this Deed (the "Operating Parameters and Indemnity").

4. Each Grantor and Grantee executes this Deed with respect to the Mining Property and the Operating Parameters and Indemnity in order to fulfill, in part, its respective obligations under the Agreement.

CONVEYANCE

For good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, each Grantor quitclaims to Grantee all of such Grantor's right, title and interest, if any, in and to the Mining Property and all and singular the tenements, hereditaments, appurtenances, fixtures, buildings, and other improvements thereon or thereunto belonging to or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues, and profits thereof and including, with respect to all patented mining claims included in the Mining Property all of the lodes, ledges, veins and mineral-bearing rock, both known and unknown, intraliminal and extralateral, lying within or extending beyond the boundaries of such mining claims, and all dips, spurs and angles, and all the ores, mineral bearing-quartz, rock and earth or other mineral deposits therein or thereon, to have and to hold unto Grantee, its successors and assigns forever, subject to the Operating Parameters and Indemnity.

Grantee hereby agrees to conduct mining operations on the Mining Property in accordance with the Operating Parameters and Indemnity.

This Deed and the covenants contained herein shall extend to and be binding upon and every benefit hereof shall inure to the parties hereto, their respective successors and assigns.

This Deed shall be governed by the laws of the State of South Dakota.

[Signature Page follows]

IN WITNESS WHEREOF, each Grantor has executed this Deed on the date set forth above.

	HOMESTAKE MINING COMPANY OF
	CALIFORNIA
	By:
	Name:
	Title:

ACKNOWLEDGEMENT

STATE OF		)
		) ss.
COUNTY OF		)

This record was acknowledged before me on the ____ day of ______________, 20[__], by ____________________ as __________________ of Homestake Mining Company of California, a California corporation.

____________________________________

(Signature of notarial officer)

[Affix seal/stamp as close to signature as possible]

My commission expires:

___________________________

	LAC MINERALS (USA) LLC
	By:
	Name:
	Title:

ACKNOWLEDGEMENT

STATE OF		)
		) ss.
COUNTY OF		)

This record was acknowledged before me on the ____ day of ______________, 20[__], by ____________________ as __________________ of LAC Minerals (USA) LLC, a Delaware limited liability company.

____________________________________

(Signature of notarial officer)

[Affix seal/stamp as close to signature as possible]

My commission expires:

___________________________

	DAKOTA TERRITORY RESOURCE CORP.

	By:
	Name:
	Title:

ACKNOWLEDGEMENT

STATE OF		)
		) ss.
COUNTY OF		)

This record was acknowledged before me on the ____ day of ______________, 20[__], by ____________________ as ___________ of Dakota Territory Resource Corp, a Nevada corporation.

____________________________________

(Signature of notarial officer)

[Affix seal/stamp as close to signature as possible]

My commission expires:

___________________________

	JR RESOURCES CORP.

	By:
	Name:
	Title:

ACKNOWLEDGEMENT

STATE OF	)
		) ss.
COUNTY OF		)

This record was acknowledged before me on the ____ day of ______________, 20[__], by ____________________ as ___________ of JR Resources Corp, a Nevada corporation.

____________________________________

(Signature of notarial officer)

[Affix seal/stamp as close to signature as possible]

My commission expires:

___________________________

EXHIBIT A

DEED

MINING PROPERTY (LAWRENCE COUNTY, SOUTH DAKOTA)