0001078782-21-000600 Sample Contracts

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Agreement and Plan of Merger • June 25th, 2021 • Dakota Territory Resource Corp • Metal mining • Nevada

AGREEMENT AND PLAN OF MERGER (this “Agreement” dated as of May 13, 2021, by and among DAKOTA TERRITORY RESOURCE CORP., a Nevada corporation (“Dakota”), JR RESOURCES CORP., a Nevada corporation (“JR”), DAKOTA HOLDCO CORP., a Nevada corporation, 50% of the outstanding capital stock of which is owned by JR and 50% of the outstanding capital stock of which is owned by Dakota (“New Holdco”), DAKOTA MERGER SUB 1 INC., a Nevada corporation and a direct, wholly-owned Subsidiary of New Holdco (“Merger Sub 1”) and DAKOTA MERGER SUB 2 INC., a Nevada corporation and a direct, wholly-owned Subsidiary of New Holdco (“Merger Sub 2”).

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