Common Stock | 12 Months Ended |
Mar. 31, 2014 |
Common Stock: | ' |
Common Stock | ' |
Note 10 Common Stock |
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On September 26, 2012, Financial Industry Regulatory Authority (FINRA) approved a 10 for 1 reverse stock split of the Company’s common stock, and a name change to Dakota Territory Resource Corp. The pre-split shares were 34,492,057 and the post split shares are 3,449,219 shares. There was no adjustment on the shares for the reverse stock split. |
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Sale of securities |
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On October 15, 2012 the Company, through a Private Placement restricted stock offering memorandum, offered 2,000,000 shares of restricted common stock for sale to accredited investors at a purchase price of $0.10 per share. |
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On November 30, 2012 the Company authorized an amendment of the terms of the Private Placement extending the date of closing through January 30, 2013 and included an over-allotment provision of up to 25% of the original placement. As of March 31, 2013, the Company has issued 2,500,000 shares at $0.10 per share for a total of $250,000 through this offering. |
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On June 4, 2013, we completed a sale of our restricted common shares to a private investor. The Company sold a total of 1,000,000 shares of restricted common stock at a price of $0.10 per share for an aggregate amount of $100,000 received by the Company. |
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On November 20, 2013, we sold and issued 500,000 shares of our restricted common stock, at $0.10 per share, in a private placement for cash totaling $50,000. |
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On December 5, 2013, we sold and issued 750,000 shares of our restricted common stock, at $0.10 per share, in a private placement for cash totaling $75,000. |
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In March 2014, we completed a sale of our restricted common shares to two private investors. The Company sold a total of 5,650,000 shares of restricted common stock at a price of $0.10 per share for an aggregate amount of $565,000 received by the Company. |
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Consulting Agreements |
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On February 9, 2012 the Company engaged a consultant to advise, consult and assist the Company in developing and implementing plans and strategies, and assist in public relations and communications for a one year period. The Company agreed to issue to the consultant a payment of restricted shares of the Company’s stock in an amount equal to 4.999% of the Company’s issued and outstanding stock (post reverse stock split) within ten business days of the completion of the Company’s reverse stock split to occur during the first half of the year of 2012. The Company issued 1,672,126 common shares to Constellation Asset Advisors for consulting services in October 2012. |
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On November 1, 2012, the Company issued 150,000 shares at $0.17 per share totaling $25,500 in exchange for web development and web hosting services. |
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On September 27, 2012, the Company issued 1,672,126 common shares at $0.02 per share totaling $33,443 for legal services. |
On October 5, 2012 the Company issued 1,672,126 shares at $0.02 per share totaling $33,443, for consulting/investor relation services. |
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On January 10, 2013, the Company entered into a consulting retainer agreement with a shareholder for professional consulting, strategic planning and business development services for a one year term in exchange for 1,112,500 shares of restricted common stock. We issued these shares on May 31, 2013. |
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On January 10, 2013, the Company entered into a consulting retainer agreement for professional consulting, strategic planning and business development services for a two year term in exchange for 2,250,000 shares of restricted common stock, subject to a vesting schedule. We issued these shares on May 31, 2013. This service provider was subsequently appointed to our Board. |
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On March 19, 2013, the Company entered into an agreement with Wm Chris Mathers to compensate Mr. Mathers as the Company’s CFO with 100,000 shares of the Company’s stock upon execution of the consulting agreement, and an option to purchase 1,000,000 shares valued at $0.14 per share under a 5 year term expiring March 19, 2018. In January 2013, Mr. Mathers purchased 50,000 shares of Common Stock for $5,000. |
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These options vest 25% upon the execution of the agreement and 25% upon each six month anniversary from the date of the agreement, provided Mr. Mathers continues to provide consulting or employment services to the Company on the vesting dates. The Black-Scholes pricing model was used to estimate the fair value of the 1,000,000 options issued during the period, using the assumptions of a risk free interest rate of 1.1%, dividend yield of 0%, volatility of 482%, and an expected life of 5 years. We have determined these options to have an approximate fair value of $140,000. Since Mr. Mathers award vests over an 18 month period, the Company is expensing a total of approximately $5,833 monthly, beginning in April 2013, for this award over the 18 month vesting period in accordance with FASB ASC 718. A total of $70,000 was expensed for the year ended March 31, 2014 as stock based compensation. |
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Additionally, the Company agreed to pay Mr. Mathers cash in the amount of $1,000 per month increasing to $2,000 per month on September 1, 2013 and to $3,000 per month on March 1, 2014. As of March 31, 2014, we incurred $13,000 in compensation to Mr. Mathers, which has yet to be paid. |
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On November 11, 2013 the Company entered into a one-year consulting agreement with Lyons Capital, LLC to provide strategic advisory services and to provide the Company introductions to potential institutional investors through Lyons Capital’s Wall Street Conferences. Lyons Capital received 1,000,000 warrants to purchase restricted common shares of our stock with a strike price of $0.23 per share, expiring on December 10, 2016. The fair value of the warrants issued was $349,224 and vest upon issuance. Variables used in the Black-Scholes option-pricing model for the warrants issued include: (1) discount rate of 1.10%, (2) term of 2.75 years, (3) expected volatility of 361%, and (4) zero expected dividends. |
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On January 31, 2014 the Company entered into a consulting agreement with Dr. Michael Terry, a former Homestake Geologic Researcher, to provide guidance to the Company in the execution of its exploration strategies. In recent years, Dr. Terry and fellow scientists proposed a Fault Block Concept that provides new insights into the gold metallogenesis of the northern Black Hills of South Dakota. The one-year agreement provides for compensation of 50,000 restricted shares of fully-earned Company common stock upon execution of the agreement and cash consideration in the amount of $1,500 per month, plus approved expenses. |
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Other equity issues |
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On September 26, 2012, the Company issued 30,000,000 shares at $0.001 per share for the acquisition of North Homestake Mining Company to exchange all outstanding shares of North Homestake Mining Company. |
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On November 2, 2012, the Company issued 241,405 shares at $0.085 per share totaling $20,519 in accordance with a convertible debt arrangement. |
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On December 29, 2012, the Company issued 1,000,000 shares at $0.15 per share totaling $150,000 in accordance with a purchase agreement for 57 unpatented lode mine claims. |
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In March 2014, the Board of Directors accepted the resignation of Gerry Berg as a Director of the Company and elected to not immediately fill the vacancy created by Mr. Berg’s resignation. In April 2014, the Company issued 25,000 restricted shares of our common stock to Gerry Berg as per the terms of Mr. Bergs Consulting Agreement with the Company. |
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At March 31, 2014, the total issued and outstanding shares were 52,747,376. |