Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
24 Octobre 2022 - 2:02PM
Edgar (US Regulatory)
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-263883
Prospectus Supplement No. 4
(To Prospectus dated June 2, 2022)
DAKOTA GOLD CORP.
106 Glendale Drive, Suite A,
Lead, South Dakota, 57754
(605) 906-8363
This prospectus supplement updates, amends and
supplements the prospectus dated June 2, 2022 (the “Prospectus”), which forms a part of our Registration Statement on
Form S-1 (Registration No. 333-263883). Capitalized terms used in this prospectus supplement and not otherwise defined herein
have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update,
amend and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K
(the “Current Report”), filed with the SEC on October 24, 2022. Accordingly, we have attached the Current Report to this
prospectus supplement.
This prospectus supplement is not complete without
the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus
supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or
supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Dakota Gold Corp.’s common stock is traded
on the NYSE American stock exchange under the symbol “DC.” On October 21, 2022, the closing price of our common stock
was $3.26.
We are an “emerging growth company”
under federal securities laws and are subject to reduced public company reporting requirements. Investing in our securities involves certain
risks. See “Risk Factors” beginning on page 9 of the Prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is October 24,
2022.
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): October 21, 2022
DAKOTA
GOLD CORP.
(Exact name of registrant as specified in its charter)
Nevada |
001-41349 |
85-3475290 |
(State or other jurisdiction of
incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
|
|
106 Glendale Drive, Suite A,
Lead, South Dakota, United States 57754
(Address of principal executive offices) (Zip Code) |
|
(605) 906-8363
(Registrant's telephone number,
including area code)
|
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 Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
DC |
NYSE American LLC |
Warrants, each whole warrant exercisable for one share of the Registrant’s common stock at an exercise price of $2.08 per share |
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 x
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. ¨
At-the-Market Offering
On
October 21, 2022, Dakota Gold Corp. (the “Company”) entered into an Equity Distribution Agreement (the “Distribution
Agreement”) with BMO Capital Markets Corp. and Canaccord Genuity LLC (collectively, the “Sales Agents”). Under
the terms of the Distribution Agreement, the Company may offer and sell shares of common stock, par value $0.001 per share ("Common
Stock") having an aggregate offering price of up to $50,000,000, from time to time through
any of the Sales Agents, acting as agent.
Subject
to the terms and conditions of the Distribution Agreement, the Sales Agents have agreed to use their commercially reasonable efforts to
sell all of the Common Stock so designated by the Company as sales agent subject to, and in accordance with, the information specified
in a written notice from the Company. The Distribution Agreement provides that the commission payable to the Sales Agents for sales of
the Common Stock with respect to which the Sales Agents act as sales agent shall be up to 3.0% of the gross offering proceeds for such
Common Stock sold pursuant to the Distribution Agreement.
The
Distribution Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions
under which the Company and the Sales Agents have agreed to indemnify each other against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the “Securities Act”). Each of the Sales Agents and the Company have the right, by
giving written notice as specified in the Distribution Agreement, to terminate the Distribution Agreement.
The offerings will be registered
under the Securities Act pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-266155), as
supplemented by a prospectus supplement dated October 21, 2022, relating to the sale of the Common Stock. The Company may sell Common
Stock under this program from time to time based on market conditions, although the Company is not under an obligation to sell any Common
Stock.
The foregoing description
of the Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Distribution Agreement,
a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein.
A copy of the opinion of Erwin
Thompson Faillers LLP relating to the validity of the securities to be issued pursuant to the Distribution Agreement is filed as Exhibit 5.1
hereto.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed
herein, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction.
Successor Registrant
In March 2022, the Company acquired Dakota Territory Resource Corp. ("Dakota Territory") and, as a result of the transaction and by operation
of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, the Company became a successor issuer to Dakota Territory.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
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DAKOTA GOLD CORP. |
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|
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/s/ Shawn Campbell |
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Name: Shawn Campbell |
|
Title: Chief Financial Officer |
Date: October 24, 2022
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