0001062993-22-009597.txt : 20220404 0001062993-22-009597.hdr.sgml : 20220404 20220404212520 ACCESSION NUMBER: 0001062993-22-009597 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220331 FILED AS OF DATE: 20220404 DATE AS OF CHANGE: 20220404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMPBELL SHAWN CENTRAL INDEX KEY: 0001868424 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41349 FILM NUMBER: 22805024 MAIL ADDRESS: STREET 1: 141 GLENDALE DRIVE CITY: LEAD STATE: SD ZIP: 57754 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dakota Gold Corp. CENTRAL INDEX KEY: 0001852353 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 106 GLENDALE DRIVE, SUITE A CITY: LEAD STATE: SD ZIP: 57754 BUSINESS PHONE: (604) 365-1097 MAIL ADDRESS: STREET 1: 106 GLENDALE DRIVE, SUITE A CITY: LEAD STATE: SD ZIP: 57754 FORMER COMPANY: FORMER CONFORMED NAME: JR Resources Corp. DATE OF NAME CHANGE: 20210319 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0306 4 2022-03-31 0001852353 Dakota Gold Corp. DC 0001868424 CAMPBELL SHAWN 141 GLENDALE DRIVE LEAD SD 57754 0 1 0 0 Chief Financial Officer Restricted Stock Units 2022-03-31 4 A 0 125000 A Common Stock 125000 125000 D Stock Options 4.76 2022-03-31 4 A 0 300000 A 2021-05-17 2026-05-17 Common Stock 300000 300000 D Each restricted stock unit ("RSU") represents a contingent right to receive one share of Dakota Gold common stock. These RSUs vest June 4, 2022. Reflects securities acquired pursuant to the Mergers (as defined below). On March 31, 2022, Dakota Territory Resource Corp. ("DTRC") and Dakota Gold Corp., formerly JR Resources Corp. ("Dakota Gold") combined pursuant to that certain Amended and Restated Agreement and Plan of Merger entered into by and among the Issuer, Dakota Gold, DGC Merger Sub I Corp. ("Merger Sub I") and DGC Merger Sub II LLC ("Merger Sub II"), dated as of September 10, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub I merged with and into DTRC, with DTRC surviving and then merging with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of Dakota Gold (the "Mergers"). JR Resources Corp. changed its name to Dakota Gold Corp. prior to the Mergers. At the effective time of the Mergers, each outstanding DTRC stock option or restricted stock unit, whether vested or unvested, was assumed and converted into an option or restricted stock unit, as applicable, with respect to shares of common stock of Dakota Gold Corp. equal to the number of shares of DTRC common stock subject to such option or restricted share unit, on the same terms and conditions as applied to such option or restricted share unit immediately prior to the effective time of the Mergers The options vest one-third on May 17, 2021, one-third on the first anniversary of the date of grant and one-third on the second anniversary of the date of grant. /s/ Daniel Cherniak, as attorney-in-fact for Shawn Campbell 2022-04-04