Dakota Gold Corp. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01. | Other Events. |
On March 20, 2025, Dakota Gold Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BMO Capital Markets Corp., as representative of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 12,400,000 shares of its common stock, par value $0.001 (the “Shares”), to the Underwriters (the “Offering”). The Company granted the Underwriters an option to purchase up to an additional 1,860,000 Shares within 30 days. The Shares were offered to the public at an offering price of $2.83 per Share.
The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-266155) that was filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 15, 2022 and declared effective by the SEC on July 27, 2022, and a related prospectus supplement, dated March 20, 2025, filed with the SEC pursuant to Rule 424(b) under the Securities Act.
The Offering closed on March 24, 2025. The Company estimates that the net proceeds from the Offering will be approximately $32.65 million, after deducting underwriting discounts and commissions and estimated Offering expenses. The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated March 20, 2025 | |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP | |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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: March 24, 2025