SecProbe.io

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 Dakota Gold Corp.

 106 Glendale Drive, Suite A

 Lead, South Dakota 57754

 August 5, 2025

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Dakota Gold Corp.

 Registration Statement on Form S-3

 Filed July 24, 2025

 File No. 333-288922

 Ladies and Gentlemen:

 On behalf of Dakota Gold Corp.,
I hereby request that the Securities and Exchange Commission accelerate the effective date of the above-captioned registration statement
so that it may become effective at 2:00 p.m. Eastern Time on Friday, August 8, 2025, or as soon thereafter as practicable.

 Please call or email our counsel,
Brian Boonstra of Davis Graham & Stubbs LLP at (303) 892-7348, or Brian.Boonstra@davisgraham.com, should you have any further questions
or comments.

 Very truly yours,

 Dakota Gold Corp.

 /s/ Shawn Campbell

 Name: Shawn Campbell

 Title: Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 29, 2025

Amy Koenig
Chief Legal Officer and Corporate Secretary
Dakota Gold Corp.
106 Glendale Drive, Suite A
Lead, South Dakota 57754

 Re: Dakota Gold Corp.
 Registration Statement on Form S-3
 Filed July 24, 2025
 File No. 333-288922
Dear Amy Koenig:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kevin Dougherty at 202-551-3271 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Sheila Forjuoh
</TEXT>
</DOCUMENT>

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  Skadden,
                         Arps, Slate, Meagher & Flom llp

                         One
                         Manhattan West

    New
                                            York, NY 10001

______

TEL:
(212) 735-3000

FAX:
(212) 735-2000

www.skadden.com

    FIRM/AFFILIATE

                                            OFFICES

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    BOSTON

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    HOUSTON

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    ANGELES

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    WASHINGTON,
    D.C.

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    BEIJING

    BRUSSELS

    FRANKFURT

    HONG
    KONG

    LONDON

    MOSCOW

    MUNICH

    PARIS

    SÃO
    PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

    March
    20, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3561

    Attn:
    Anuja A. Majmudar

    Timothy S. Levenberg

    Re:
    Dakota Gold Corp.

    Post-Effective Amendment No. 1 to Form S-1
    on Form S-3

    Filed March 6, 2023

    File No. 333-263883

On
behalf of our client, Dakota Gold Corp. (the “Company”), we hereby provide responses to comments received from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated
March 17, 2023 (the “Comment Letter”) with respect to the above-referenced Post-Effective Amendment No. 1 to Form
S-1 on Form S-3 (the “Registration Statement”).

The
headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s
review, we have reproduced the text of the Staff’s comments in bold and italics below.

*
* * * *

Post-Effective Amendment No.1 to
Form S-1 on Form S-3 filed March 6, 2023

General

1. You
do not appear to be eligible to use Form S-3 for the proposed transaction. In this regard, we note that your
quarterly report on Form 10-Q for the quarter ended December 31, 2022 was due on February 14, 2023 and
has not been filed to date. To be eligible to use Form S-3, registrants must timely file all required reports during the twelve
calendar months prior to the filing of the registration statement, subject to certain limited exceptions. See General Instruction
I.A.3(b) of Form S-3. Please advise us as to the reasons you believe that you are eligible to file on Form S-3, or re-file your
post-effective amendment to Form S-1 on the appropriate form.

We believe the Company
is eligible to use Form S-3 for the proposed transaction. On August 22, 2022, the board of directors of the Company approved a change
to the Company’s fiscal year end from March 31 to December 31. This was disclosed in Item 5.03 of the Company’s Form 8-K
filed with the Commission on August 25, 2022.

The Company expects
to file its transition report on Form 10-KT on or about March 22, 2023 for the transition period from March 31, 2022 to December 31,
2022.

Please
contact me at 212.735.2227 or michael.hong@skadden.com if the Staff has any questions or requires additional information.

    Very truly yours,

    /s/ Michael J. Hong

 cc: Jonathan
                                            Awde, Chief Executive Officer and Director

    2

United States securities and exchange commission logo
March 17, 2023
Jonathan Awde
Chief Executive Officer and Director
Dakota Gold Corp.
106 Glendale Drive, Suite A
Lead, SD 57754
Re:Dakota Gold Corp.
Post-Effective Amendment No.1 to Form S-1 on Form S-3
Filed March 6, 2023
File No. 333-263883
Dear Jonathan Awde:
            We have reviewed your post-effective amendment and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Post-Effective Amendment No.1 to Form S-1 on Form S-3 filed March 6, 2023
General
1.You do not appear to be eligible to use Form S-3 for the proposed transaction.  In this
regard, we note that your quarterly report on Form 10-Q for the quarter ended December
31, 2022 was due on February 14, 2023 and has not been filed to date.  To be eligible to
use Form S-3, registrants must timely file all required reports during the twelve calendar
months prior to the filing of the registration statement, subject to certain limited
exceptions. See General Instruction I.A.3(b) of Form S-3. Please advise us as to the
reasons you believe that you are eligible to file on Form S-3, or re-file your post-effective
amendment to Form S-1 on the appropriate form.

 FirstName LastNameJonathan  Awde
 Comapany NameDakota Gold Corp.
 March 17, 2023 Page 2
 FirstName LastName
Jonathan  Awde
Dakota Gold Corp.
March 17, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at (202) 551-3844 or Timothy S.
Levenberg, Special Counsel, at (202) 551-3707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael J. Hong

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    VIA EDGAR TRANSMISSION
    July
    25, 2022

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Liz Packebusch

 Re: Dakota Gold Corp.

Registration Statement on Form S-3 (File No. 333-266155)

Ladies and Gentlemen:

Pursuant to Rule 461 (“Rule 461”)
promulgated under the Securities Act of 1933, Dakota Gold Corp., a corporation incorporated under the laws of Nevada (the “Company”),
hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”)
be accelerated to, and that the Registration Statement become effective at, 4:00 P.M., Eastern Standard Time, on July 27, 2022 or
as soon thereafter as practicable.

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an authorized officer
of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

If you have any questions concerning this letter,
or if you require any additional information, please contact Michael J. Hong of Skadden, Arps, Slate, Meagher & Flom LLP at (212)
735-2227 or by email (michael.hong@skadden.com).

    Very truly yours,

    Dakota Gold Corp.

    By:
    /s/ Jonathan Awde

    Jonathan Awde

    Chief Executive Officer

cc: Michael J. Hong, Esq., Skadden, Arps, Slate, Meagher &
Flom LLP

United States securities and exchange commission logo
July 22, 2022
Jonathan Awde
Chief Executive Officer
Dakota Gold Corp.
106 Glendale Drive, Suite A
Lead, SD 57754
Re:Dakota Gold Corp.
Registration Statement on Form S-3
Filed July 15, 2022
File No. 333-266155
Dear Mr. Awde:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael J. Hong

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Dakota Gold Corp.

106 Glendale Drive, Suite A

Lead, South Dakota, 57754

May 13, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Dakota Gold Corp.

Registration Statement on Form S-1

Filed May 6, 2022

File No. 333-263883

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, the undersigned respectfully requests that the effective date of the above-referenced Registration Statement be accelerated
so that the same will become effective at 4:00 p.m. EST on Monday, May 16, 2022, or as soon thereafter as is practicable.

    Very truly yours,

    Dakota Gold Corp.

    By:
     /s/ Jonathan Awde

    Name:
    Jonathan Awde

    Title:
     Chief Executive Officer

    cc:     Dorsey & Whitney LLP

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Dorsey & Whitney LLP

161 Bay St. #4310

Toronto, ON M5J 2S1, Canada

May 6, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Liz Packebusch and Irene Barberena-Meissner

 Re: Dakota Gold Corp.

Registration Statement on Form S-1

Filed March 28, 2022

File No. 333-263883

Ladies and Gentlemen:

On behalf of Dakota Gold Corp.
(the “Company”), we submit this letter setting forth the response of the Company to the comment letter, dated April 18,
2022 (the “Comment Letter”), provided by the staff of the Securities and Exchange Commission (the “Staff”)
with respect to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). Concurrently
with the submission of this letter, the Company has filed Amendment No. 1 to the Registration Statement via EDGAR (the “Amendment”).

The Staff’s comment
in the Comment Letter is repeated below in bold and is followed by the Company’s response. The revisions included in the Amendment
include those made in response to such comment, as well as other updates, primarily to reflect the Company’s acquisition of Dakota
Territory Resource Corp. on March 31, 2022.

General

 1. It appears that you are seeking to register the primary issuance of shares of common stock underlying
7,615,718 warrants issued to investors in a private placement in connection with your merger transaction with Dakota Territory Resource
Corp. Please provide your analysis as to why you believe you are eligible to register the primary issuance of the underlying common shares
to private placement purchasers as these shares appear to have been offered privately. For guidance, refer to Securities Act Sections
Compliance and Disclosure Interpretations 239.15 and 103.04.

The Company respectfully acknowledges
the Staff’s comment and that, as noted in the referenced guidance, a private offering cannot be converted into a registered public
offering. Specifically, the offer and sale of a warrant that is exercisable within one year of issuance is deemed to be an offering of
both the warrant and the underlying security; therefore, to register the issuance of the underlying security, both the warrant and
the underlying security must be registered at the time of the offer and sale of the warrant itself. However, the referenced guidance further
provides that if the warrant is not exercisable within one year, the underlying security need not be registered at the time of the offering
and sale of the warrant, provided that the issuance of the underlying security is registered no later than the date the warrant becomes
exercisable.

The Company respectfully notes that
the warrants referenced in the Staff’s comment (as further defined in the Amendment, the “Private Placement Warrants”)
are not exercisable within one year of issuance and will not be exercisable until the effectiveness of the Registration Statement. (The
Company separately notes that all of the Private Placement Warrants have been outstanding for longer than one year.) Pursuant to the Amendment,
the Company has revised the Registration Statement, as well as the form of warrant attached thereto, to clarify the exercise period of
the Private Placement Warrants.

Securities and Exchange Commission

May 6, 2022

Page 2

Based on the foregoing, the Company
believes that there was no offering of the shares of common stock underlying the Private Placement Warrants at the time of the issuance
of the Private Placement Warrants. As a result, the Company may register the issuance of the shares of common stock underlying the Private
Placement Warrants on the Registration Statement.

*           *           *

If the Staff has any questions
or comments regarding the foregoing, please contact the undersigned, Richard Raymer of Dorsey & Whitney LLP, by telephone at
416-367-7388 or via email at raymer.richard@dorsey.com.

    Very truly yours,

    /s/ Richard Raymer

    Richard Raymer

    Dorsey & Whitney LLP

 cc: Jonathan Awde

Chief Executive Officer

Dakota Gold Corp.

United States securities and exchange commission logo
April 18, 2022
Jonathan Awde
Chief Executive Officer
Dakota Gold Corp.
1588 – 609 Granville Street
Vancouver, BC V7Y 1G5
Re:Dakota Gold Corp.
Registration Statement on Form S-1
Filed March 28, 2022
File No. 333-263883
Dear Mr. Awde:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed March 28, 2022
General
1.It appears that you are seeking to register the primary issuance of shares of common stock
underlying 7,615,718 warrants issued to investors in a private placement in connection
with your merger transaction with Dakota Territory Resource Corp.  Please provide your
analysis as to why you believe you are eligible to register the primary issuance of the
underlying common shares to private placement purchasers as these shares appear to have
been offered privately.  For guidance, refer to Securities Act Sections Compliance and
Disclosure Interpretations 239.15 and 103.04.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of

 FirstName LastNameJonathan Awde
 Comapany NameDakota Gold Corp.
 April 18, 2022 Page 2
 FirstName LastName
Jonathan Awde
Dakota Gold Corp.
April 18, 2022
Page 2
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
             Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Irene Barberena-
Meissner, Staff Attorney, at (202) 551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Josh Pleitz

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February 28, 2022

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    JR Resources
    Corp.

    Acceleration Request for Registration Statement on Form S-4

    File No. 333-262449

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, JR Resources Corp. (the “Company”) hereby respectfully requests that the U.S. Securities and Exchange
Commission accelerate the effective date and time of the above referenced Registration Statement on Form S-4 (the “Registration
Statement”) and declare the Registration Statement effective as of 4:00 p.m. Eastern Time on March 2, 2022, or as soon thereafter
as practicable.

The Company
requests that it be notified of such effectiveness by a telephone call to Richard Raymer of Dorsey & Whitney LLP, our outside
legal counsel, at (416) 367-7388.

    Sincerely,

    JR Resources Corp.

    By:
    /s/ Jonathan Awde

    Jonathan Awde

    President & CEO

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February 22, 2022

VIA EDGAR

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Steve Lo, Raj Rajan, John Coleman, Liz Packebusch and Timothy
S. Levenberg

 Re: Responses to the Securities and Exchange Commission

    Staff Comments dated February 18, 2022, regarding

    JR Resources Corp.

    Amendment No. 4 to Draft Registration Statement
on Form S-4

    Filed February 15, 2022

    File No. 333-262449

Dear Sirs and Madams:

This letter responds
to the written comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
set forth in the February 18, 2022 letter regarding the above-referenced Amendment No. 4 to the Draft Registration Statement
on Form S-4, filed as Amendment No. 1 to Form S-4, of JR Resources Corp. (the “Company”, “we,”
 “our,” or “us”) filed on February 15, 2022. For your convenience, the Staff’s comments
are included below, and we have numbered our responses accordingly. Simultaneously with the transmission of this letter, the Company is
confidentially submitting via EDGAR Amendment No. 5 to the Draft Registration Statement on Form S-4, filed as Amendment No. 2
to Form S-4 (the “Amendment”), responding to the Staff’s comments and including certain other revisions
and updates.

Please note that capitalized terms used but not
otherwise defined in this letter have the meanings ascribed to such terms in the Amendment.

Our responses are as follows:

Amendment No. 4 to Registration Statement on Form S-4
filed February 15, 2022

Unaudited Pro Forma Condensed Consolidated Combined Financial Information

Unaudited Pro Forma Balance Sheet as at December 31, 2021,
page 79

Staff Comment No. 1.

Equity attributable to stockholders
of $53,142,597 disclosed here under the column JR Resources Corp. is not consistent with such disclosure of $55,843,107 presented in the
historical interim balance sheet on page F-4. Please revise to include consistent disclosures. Accordingly, please revise pro forma
adjustments and pro forma disclosures as appropriate..

February 22, 2022

Page 2

Company’s Response:

In response to the Staff’s comment,
we have revised the pro forma adjustments and pro forma disclosures as appropriate.

Financial Statements

Dakota Territory Resources Corp.

Notes to the Condensed Consolidated Interim Financial Statements
December 31, 2021, and 2020

Note 1-Summary of Accounting Policies

Merger Agreement, page F-47

Staff Comment No. 2.

Your disclosure indicates that your
Form S-4 went effective on February 1, 2022. Please eliminate this disclosure in your next amendment as the Form S-4 has
not been declared effective.

Company’s Response:

In response to the Staff’s comment,
we have removed this disclosure.

* * * * *

February 22, 2022

Page 3

Thank you for your review of the filing. If you should have any questions
regarding this response letter, please do not hesitate to contact the undersigned at (604) 365-1097, or Richard Raymer or Nicole Strydom
of Dorsey & Whitney LLP, our outside legal counsel at (416) 367-7388 or (612) 492-6214, respectively.

    Sincerely,

    JR Resources Corp.

    /s/  Jonathan Awde

    Jonathan Awde

    Chief Executive Officer

 cc: Richard Raymer, Dorsey & Whitney LLP

    Nicole Strydom, Dorsey & Whitney LLP

United States securities and exchange commission logo
February 18, 2022
Jonathan Awde
Chief Executive Officer
JR Resources Corp.
1588 – 609 Granville Street
Vancouver, BC V7Y 1G5
Re:JR Resources Corp.
Amendment No. 4 to Draft Registration Statement on Form S-4
Filed February 15, 2022
File No. 333-262449
Dear Mr. Awde:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-4 filed February 15, 2022
Unaudited Pro Forma Condensed Consolidated Combined Financial Information
Unaudited Pro Forma Balance Sheet as at December 31, 2021, page 79
1.Equity attributable to stockholders of $53,142,597 disclosed here under the column JR
Resources Corp. is not consistent with such disclosure of $55,843,107 presented in the
historical interim balance sheet on page F-4.  Please revise to include consistent
disclosures.  Accordingly, please revise pro forma adjustments and pro forma
disclosures as appropriate.

 FirstName LastNameJonathan Awde
 Comapany NameJR Resources Corp.
 February 18, 2022 Page 2
 FirstName LastName
Jonathan Awde
JR Resources Corp.
February 18, 2022
Page 2
Financial Statements
Dakota Territory Resources Corp.
Notes to the Condensed Consolidated Interim Financial Statements December 31, 2021, and
2020
Note 1-Summary of Accounting Policies
Merger Agreement, page F-47
2.Your disclosure indicates that your Form S-4 went effective on February 1, 2022.  Please
eliminate this disclosure in your next amendment as the Form S-4 has not been declared
effective.
            You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Raj Rajan, Staff
Accountant, at (202) 551-3388 if you have questions regarding comments on the financial
statements and related matters. For questions regarding engineering comments, you may contact
John Coleman, Mining Engineer, at (202) 551-3610. Please contact Liz Packebusch, Staff
Attorney, at (202) 551-8749 or Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Richard Raymer

United States securities and exchange commission logo
January 4, 2022
Jonathan Awde
Chief Executive Officer
JR Resources Corp.
1588 – 609 Granville Street
Vancouver, BC V7Y 1G5
Re:JR Resources Corp.
Amendment No. 1 to Draft Registration Statement on Form S-4
Submitted December 20, 2021
CIK No. 0001852353
Dear Mr. Awde:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Form DRS/A Filed December 20, 2021
Unaudited Pro Forma Balance Sheet as at March 31, 2021, page 73
1.We note you provide pro forma balance sheet and pro forma statement of operations as of
and for the year ended March 31, 2021.  Considering your proposed transaction has not
consummated and you included the historical financial statements for the year
ended March 31, 2021 and interim period for the six months ended September 30, 2021,
please tell us how you determined pro forma financial information presented here
complies with the requirements of Rule 11-02(c) of Regulation S-X.  Revise your
disclosures as appropriate.

 FirstName LastNameJonathan Awde
 Comapany NameJR Resources Corp.
 January 4, 2022 Page 2
 FirstName LastName
Jonathan Awde
JR Resources Corp.
January 4, 2022
Page 2

3. Pro Forma Assumptions and Adjustments, page 76
2.We note your response to prior comment 8.  We reissue the comment.  Please disclose
separately adjustment amounts for each line item of unaudited pro forma statement of
operations relating to adjustments under 3(a) and 3(b).
Information About Dakota, page 84
3.We note your disclosure that none of your properties contain proven or probable reserves
as defined under SEC Industry Guide 7.  Please revise your filing to replace references to
Industry Guide 7 with references to S-K 1300.
4.Please revise to address the following with respect to your individual property disclosure
as required by Item 1304(b) of Regulation S-K:

•A map, or maps, with proper engineering detail showing the location of each
property, and
•the total cost for or book value of the property and its associated plant and equipment.
5.Please revise to include disclosure regarding your exploration program internal controls as
required by Item 1305 of Regulation S-K.  To the extent these controls have not been
established include a statement to this effect in your filing.
            You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Raj Rajan, Staff
Accountant, at (202) 551-3388 if you have questions regarding comments on the financial
statements and related matters. For questions regarding engineering comments, you may contact
John Coleman, Mining Engineer, at (202) 551-3610. Please contact Liz Packebusch, Staff
Attorney, at (202) 551-8749 or Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Richard Raymer

United States securities and exchange commission logo
November 19, 2021
Jonathan Awde
Chief Executive Officer
JR Resources Corp.
1588 – 609 Granville Street
Vancouver, BC V7Y 1G5
Re:JR Resources Corp.
Draft Registration Statement on Form S-4
Submitted October 25, 2021
CIK No. 0001852353
Dear Mr. Awde:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Draft Registration Statement on Form S-4 submitted October 25, 2021
Questions and Answers About the Dakota Special Meeting
Q: What constitutes a quorum at the special meeting?, page 4
1.Based on the disclosures in the beneficial ownership table at page 88 and elsewhere, it
appears that a quorum at the Dakota Special Meeting will be assured because of the
number of Dakota shares held by JR Resources.  Please revise the proxy statement /
prospectus throughout to emphasize this point.
Conditions to the Completion of the Transactions, page 12
2.We note your disclosure that completion of the transactions is conditioned upon receipt by
Dakota of a written opinion of Skadden, Arps, Slate, Meagher and Flom LLP to the effect
that, for U.S. federal income tax purposes, the First Merger and the Second Merger, taken

 FirstName LastNameJonathan Awde
 Comapany NameJR Resources Corp.
 November 19, 2021 Page 2
 FirstName LastNameJonathan Awde
JR Resources Corp.
November 19, 2021
Page 2
together, constitute a single integrated transaction that qualifies as a “reorganization”
under Section 368(a) of the Code and the Treasury Regulations.  Insofar as this appears to
be a waivable condition, please file an executed opinion of counsel before effectiveness
even though the merger agreement is conditioned upon the receipt of the favorable tax
opinion at closing, and undertake to recirculate and resolicit if the condition is waived and
the change in tax consequences would be material. See Section III.D.3 of Staff Legal
Bulletin 19 (October 14, 2011).
Vote Required for Approval, page 35
3.You state that approval of the Dakota Merger Proposal requires the affirmative vote of the
holders of a majority of the outstanding shares of Dakota common stock held by
stockholders other than JR, Jonathan Adwe, Robert Quartermain, Mac Jackson, and
William Gehlen. You also state that certain stockholders of Dakota, holding
approximately 7.43% of the issued and outstanding shares of Dakota common stock, have
entered into a support agreement pursuant to which they agree to vote in favor of the
transactions. Please revise to include the disclosure required by Item 3(h) of Part I.A. of
Form S-4 comparing the percentage of outstanding shares entitled to vote held by
directors, executive officers, and their affiliates, and the vote required for approval of the
proposed transaction.  To provide appropriate context, please provide a revised discussion
of the "majority-of-the-minority" provision you reference to distinguish the separate
impact of the agreement with the holders of the 7.43% of shares.
Background of the Transactions, page 41
4.We note your disclosure that a special committee formed by the board of directors
of Dakota Territory Resource Corp. engaged Herrera Partners, an investment bank and
financial consultant, to conduct a fairness analysis in 2020 of the proposed transaction
with JR. We further note your disclosure that Herrera Partners delivered a presentation on
the fairness of the proposed transaction to the special committee, and that the committee
and the board resolved to accept Herrera Partners’ fairness analysis and opinion. Insofar
as the subject 2020 transaction and related fairness opinion are inextricably linked to the
currently contemplated transactions, please furnish in the amended proxy statement /
prospectus the same information as would be required by Item 1015(b) of Regulation M-
A, including the detailed summary Item 1015(b)(6) requires. Refer to Item 4(b) of Form
S-4.
Interests of JR's Directors and Officers in the Transactions
Employment of Executive Officers, page 49
5.We note your disclosure in this section that Jonathan Awde will serve as President and
Chief Executive Officer of Dakota Gold, Gerald Aberle will serve as Chief Operating
Officer of Dakota Gold, and Shawn Campbell will serve as Chief Financial Officer of
Dakota Gold. However, we note disclosure at page 84 that Messrs. Aberle and Campbell
are not currently directors or officers of JR. Please revise to identify clearly all material

 FirstName LastNameJonathan Awde
 Comapany NameJR Resources Corp.
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 FirstName LastNameJonathan Awde
JR Resources Corp.
November 19, 2021
Page 3
potential conflicts of interest that pre-merger directors and executive officers of JR may
have in the transactions.
Unaudited Pro Forma Condensed Consolidated Combined Financial Information, page 69
6.Please provide an introductory paragraph to the pro forma financial information pursuant
to Rule 11-02(a)(2) of Regulation S-X.
3. Description of Transaction, page 70
7.Disclose how you accounted for the issuance of shares and related transactions disclosed
here.
4. Pro Forma Assumptions and Adjustments , page 71
8.Please explain clearly what the adjustments reflect and the assumptions involved as
required by Rule 11-02(a)(8) of Regulation S-X.   In addition explain the basis for
eliminating all of general and administrative expenses of DTRC reflected in adjustment
4(a)
Information About JR, page 73
9.Please revise to include the mineral property disclosure required under Item 1303, Item
1304, and Item 1305 of Regulation S-K for the mineral properties held by JR Resources.
See Item 14(b) of Form S-4 and the Corporation Finance Compliance and Disclosure
Interpretations (C&DI) 155.03.
Liquidity and Capital Resources, page 76
10.Please provide a discussion and analysis of liquidity and capital resources for the year
ended March 31, 2021.  In addition, revise to include robust discussions of your operating,
investing and financing cash flows for the periods presented.  Refer to
Item 303 of Regulation S-K and SEC Release No. 33-8350 as it relates to liquidity and
capital resources.
Legal Matters, page 104
11.Although you indicate that the material U.S. federal income tax consequences relating to
the transactions for Dakota stockholders will be passed upon for Dakota by Skadden,
Arps, Slate, Meagher & Flom LLP, the disclosure at page 51 under "U.S. Federal Income
Tax Consequences" does not make clear that it constitutes the opinion of Skadden, and
you do not list a tax opinion as an exhibit.  Please file the appropriate short- or long-form
tax opinion as an exhibit and revise the corresponding disclosure accordingly.
12.In addition, you state at page 52 that "for U.S. federal income tax purposes, the First
Merger and the Second Merger, taken together, are intended to constitute a single
integrated transaction that qualifies as a 'reorganization' within the meaning of section

 FirstName LastNameJonathan Awde
 Comapany NameJR Resources Corp.
 November 19, 2021 Page 4
 FirstName LastNameJonathan Awde
JR Resources Corp.
November 19, 2021
Page 4
368(a) of the Code."  You also state (underlining added) that Dakota's obligation "to
complete the mergers is conditioned upon the receipt of a tax opinion from Skadden to the
effect that, for U.S. federal income tax purposes, the mergers should constitute a
reorganization within the meaning of section 368(a) of the Code."  Please ask counsel to
provide, or to explain why it cannot provide, a “will” opinion. In that case, ask counsel to
describe the degree of uncertainty in the opinion.  Lastly, the company may state which
position it intends to take if challenged by the IRS.  See Section III.C.4 of Staff Legal
Bulletin 19 (October 14, 2011).

13.You state at page 52 that your discussion "assumes that the mergers, taken together, will
constitute a single integrated transaction that qualifies as a 'reorganization' within the
meaning of section 368(a) of the Code."  Please revise your disclosure to clarify what
constitutes the opinion of named counsel.  Also, note that counsel cannot assume any legal
conclusion underlying the opinion.  See Staff Legal Bulletin 19 at Section III.C.3.

Note 4 - Acquisition, page F-10
14.We note your disclosure that the acquisition of control of DTRC took place on
October 15, 2020.  However, we note disclosures in Note 4, page F-50 indicate that the
final closing in March 12, 2021 resulted in a change in control to JR.  In addition,
background of the transactions discussions on page 40 indicate that concurrent with final
change of control closing on March 12, 2021, JR appointed CEO and majority of
members of DTRC board.  Hence, it appears change of control took place upon final
closing on March 12, 2021 rather than on October 15, 2020.  Tell us how you determined
that acquisition of control of DTRC took place on October 15, 2020 and provide us the
specific accounting literature that supports the basis for your conclusion.  Revise your
financial statements and disclosures as appropriate.

15.We note your disclosures regarding the acquisition of DTRC. Please address the following
issues:
•Please provide your analysis that supports your conclusion that the acquisition of
DTRC was an asset acquisition rather than a business combination.  Refer to
guidance in ASC 805-10-25-1 and 55-3A to 55-9 and revise your disclosures as
appropriate;
•We note that in October 2020, you purchased 17,416,667 common shares of DTRC
for aggregate consideration of $10,450,000 and in March 2021, purchased 18,225,000
common shares of DTRC for an aggregate consideration of $10,935,000 for a total
consideration of $21,385,000.  Explain to us how you determined the cost of
acquiring assets of DTRC of $24,856,871 and how it complies with ASC 805-50-30-
1 and 30-2;
•Please explain to us the basis for including the value of convertible promissory note
of $1,836,667 and value of purchase right of $12,339,161 in determining the cost of

 FirstName LastNameJonathan Awde
 Comapany NameJR Resources Corp.
 November 19, 2021 Page 5
 FirstName LastName
Jonathan Awde
JR Resources Corp.
November 19, 2021
Page 5
acquiring the assets of DTRC, and how you considered the analogous guidance in
ASC 805-10-55-18.  Please revise to describe how you derived these values and
disclose the relevant key assumptions;
•Please disclose how you allocated the cost in accordance with 805-50-30-3.  Explain
how you determined the values of mineral properties; and
•Please disclose your accounting policy regarding measurement of non-controlling
interest and show us how you determined the non-controlling interest at acquisition
dates and subsequent reporting periods.
16.Based on your discussions on page 40-44, it appears that contemplating potential merger
transaction, you entered into a contract to acquire shares of DTRC at an agreed price of
$.60 per share. Tell us how you concluded that this contract between you and DTRC to
enter into a potential merger transaction is a derivative instrument under ASC 815 and
how you considered by analogy to the guidance in ASC 815-10-15-74(C).  Show us how
your accounting is appropriate.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Raj Rajan, Staff
Accountant, at (202) 551-3388 if you have questions regarding comments on the financial
statements and related matters.  For questions regarding engineering comments, you may contact
John Coleman, Mining Engineer, at (202) 551-3610. Please contact Liz Packebusch, Staff
Attorney, at (202) 551-8749 or Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Richard Raymer