Form 8-K - Current report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2023

DAKOTA GOLD CORP.
(Exact name of registrant as specified in its charter)

Nevada	001-41349	85-3475290
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

106 Glendale Drive, Suite A,
Lead, South Dakota, United States 57754
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock, par value $0.001 per share		DC		NYSE American LLC
Warrants, each warrant exercisable for one share of the Registrant's common stock at an exercise price of $2.08		DC.WS		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

On November 20, 2023, Dakota Gold Corp.'s (the "Company") wholly-owned subsidiary DTRC LLC, entered into a second amendment (the "Amendment Agreement") to the option agreement (the "Option Agreement") for purchase and sale of real property dated September 7, 2021 as amended on September 30, 2021, to acquire certain of Homestake Mining Company of California's surface rights and residual facilities in the Homestake District in South Dakota.

Under the terms of the Amendment Agreement, the term of the Option Agreement was extended from September 7, 2024 to March 7, 2026.

Item 7.01. Regulation FD Disclosure.

A copy of the Company's press release announcing the Amendment Agreement is attached as Exhibit 99.1 to this report.

The information furnished under this Item 7.01, including the press release, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.

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Item 9.01	Financial Statements and Exhibits.
	(d) Exhibits

Exhibit No.		Description
10.1		Second Amendment to Option Agreement for Purchase and Sale of Real Property dated November 20, 2023 between Homestake Mining Company of California and DTRC LLC.
99.1		Press Release, dated November 20, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DAKOTA GOLD CORP.
	/s/ Shawn Campbell
	Name: Shawn Campbell
	Title: Chief Financial Officer

Date:  November 22, 2023

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HOMESTAKE MINING COMPANY OF CALIFORNIA

Owner

and

DTRC LLC

Option Holder

SECOND AMENDMENT TO OPTION AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY

 

Dated as of November 20, 2023

The properties affected by the within instrument are located in Lawrence County, South Dakota

Prepared by and Record and Return to:

Homestake Mining Company of California

310 South Main Street, Suite 1150

Salt Lake City, UT 84101

 

 

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SECOND AMENDMENT TO OPTION AGREEMENT
FOR PURCHASE AND SALE OF REAL PROPERTY

This Second Amendment to Option Agreement for Purchase and Sale of Real Property ("Second Amendment") is made and entered into as of November 20, 2023 (the "Effective Date"), by and between Homestake Mining Company of California, a California corporation ("Owner"), and DTRC LLC, a Nevada limited liability company ("Option Holder").  Owner and Option Holder sometimes may be referred to in this Contract individually as a "Party", and collectively as the "Parties."

RECITALS

A. Owner and Dakota Territory Resource Corp, a Nevada corporation are parties to the Option Agreement for Purchase and Sale of Real Property, dated September 7, 2021, as amended on September 30, 2021 (the "Option Agreement").

B. Option Holder is the successor entity to Dakota Territory Resource Corp. pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of September 10, 2021, between Dakota Gold Corp. (formerly known as JR Resources Corp.), Dakota Territory Resource Corp., DGC Merger Sub I Corp. and DGC Merger Sub II LLC.

C. Owner and Option Holder wish to amend the Option Agreement to extend the Option Period.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and of the mutual promises and covenants contained in this Second Amendment, 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:

1. Extension of the Option Period.  The definition of Option Period in Section 1.37 of the Option Agreement hereby is deleted in its entirety and replaced with the following:

"The period that begins on the Effective Date and ends on the earlier of (a) March 7, 2026, and (b) the date the Option Holder delivers to the Administrative Agent the Option Exercise Notice."

[SIGNATURE PAGE TO FOLLOW]

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

	OWNER:
	HOMESTAKE MINING COMPANY OF CALIFORNIA, a California corporation
	By:	"Michael R. McCarthy"
	Name:	Michael R. McCarthy
	Title:	Director

	OPTION HOLDER
	DTRC LLC, a Nevada limited liability company
	By:	"Jonathan Awde"
	Name:	Jonathan Awde
	Title:	On behalf of Dakota Gold Corp., its manager

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November 20, 2023

Dakota Gold Corp. Announces Extension of
the Option Covering Certain Surface Rights of the Homestake
Mine Property with Barrick Gold Corporation to 2026 

LEAD, SOUTH DAKOTA - Dakota Gold Corp. (NYSE American: DC) ("Dakota Gold" or the "Company") is pleased to announce that it has extended the option term from September 7, 2024 to March 7, 2026 of its option agreement with Homestake Mining Company of California ("Homestake"), a wholly owned subsidiary of Barrick Gold Corporation ("Barrick"), over certain of Homestake's surface rights and residual facilities in the Homestake District in South Dakota.

Jonathan Awde, President, CEO and Director of Dakota Gold stated, "Extending the term of this option agreement provides the Company with much greater flexibility and alignment. We appreciate Barrick's support and collaboration and value Barrick as our partner in revitalizing the Homestake District. In addition, after the closing of our recent $17 million financing with Orion Mine Finance, our exploration program is fully funded for 2024 and we look forward to exciting results from the four drills we have operating at our Maitland and Richmond Hill Gold Projects."

The surface option agreement includes exclusive access to all of Homestake's extensive historic data sets which chronicle its 145-year exploration and mining history throughout South Dakota. This data helps to inform our drilling programs in the Homestake District. Additionally, the agreement provides the potential for the Company to repurpose already disturbed land for exploration and development within the Homestake District.

About Dakota Gold Corp.

Dakota Gold (NYSE American: DC) is a South Dakota-based responsible gold exploration and development company with a specific focus on revitalizing the Homestake District in Lead, South Dakota. Dakota Gold has high-caliber gold mineral properties covering over 46 thousand acres surrounding the historic Homestake Mine. More information about the Company can be found at www.dakotagoldcorp.com.

The Dakota Gold team is focused on new gold discoveries and opportunities that build on the legacy of the Homestake District and its 145 years of gold mining history.

Subscribe to Dakota Gold's e-mail list at www.dakotagoldcorp.com/contact-us/sign-up/ to receive the latest news and other Company updates.

Shareholder and Investor Inquiries

For more information, please contact:

Jonathan Awde, President and Chief Executive Officer

Tel: [phone]

Email: [e-mail]

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Forward Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on assumptions and expectations that may not be realized and are inherently subject to numerous risks and uncertainties, which could cause actual results to differ materially from these statements. These risks and uncertainties include, among others, the execution and timing of our planned exploration activities, our use and evaluation of historic data, our ability to achieve our strategic goals, the state of the economy and financial markets generally and the effect on our industry, and the market for our common stock. The foregoing list is not exhaustive. For additional information regarding factors that may cause actual results to differ materially from those indicated in our forward-looking statements, we refer you to the risk factors included in Item 1A of the Company's Annual Report on Form 10-KT for the nine-month transition period ended December 31, 2022, as amended, as updated by annual, quarterly and other reports and documents that we file with the SEC. We caution investors not to place undue reliance on the forward-looking statements contained in this communication. These statements speak only as of the date of this communication, and we undertake no obligation to update or revise these statements, whether as a result of new information, future events or otherwise, except as may be required by law. We do not give any assurance that we will achieve our expectations.

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Document and Entity Information Document	Nov. 20, 2023
Document Information [Line Items]
Document Type	8-K
Document Creation Date	Nov. 20, 2023
Document Period End Date	Nov. 20, 2023
Amendment Flag	false
Entity Registrant Name	Dakota Gold Corp.
Entity Address, Address Line One	106 Glendale Drive, Suite A,
Entity Address, City or Town	Lead
Entity Address, State or Province	SD
Entity Address, Country	US
Entity Address, Postal Zip Code	57754
Entity Incorporation, State Country Name	NV
City Area Code	605
Local Phone Number	906-8363
Entity File Number	001-41349
Entity Central Index Key	0001852353
Entity Emerging Growth Company	true
Entity Tax Identification Number	85-3475290
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
NYSE MKT LLC [Member] | Common Stock, par value $0.001 per share [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	DC
Security Exchange Name	NYSEAMER
NYSE MKT LLC [Member] | Warrants, each warrant exercisable for one share of the Registrant's common stock at an exercise price of $2.08 [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of the Registrant's common stock at an exercise price of $2.08
Trading Symbol	DC.WS
Security Exchange Name	NYSEAMER

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