UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
On June 26, 2024, Dakota Gold Corp. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with OMF Fund IV SPV C LLC (“Orion”) pursuant to which the Company agreed to issue and sell to Orion, in a registered direct offering, 2,344,836 shares of common stock at an offering price per share of $2.50 for gross proceeds of $5.9 million (the “Offering”) pursuant to the Company’s effective shelf registration statement on Form S-3 (333-266155) filed with the Securities and Exchange Commission and declared effective on July 27, 2022, and a prospectus supplement thereto dated June 27, 2024. The Subscription Agreement contains the terms of the Offering and typical representations and warranties from Orion to the Company and from the Company to Orion. The Offering closed on July 2, 2024.
Concurrent with the closing of the Offering, the Company and OMF Fund IV SPV A LLC entered into a royalty agreement pursuant to which the Company will sell to Orion a 1% net smelter return royalty interest on certain properties held by the Company for total consideration of $182,758.20.
The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Subscription Agreement filed herewith as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
The Company is filing the opinion of its counsel, Davis Graham & Stubbs LLP, relating to the legality of the shares of Common Stock to be offered and sold pursuant to the Subscription Agreement, as Exhibit 5.1 hereto.
| Item 7.01. | Regulation FD Disclosure. |
On July 2, 2024, the Company issued a press release regarding the Offering. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of Davis Graham & Stubbs LLP. | |
| 10.1 | Subscription Agreement, dated as of June 26, 2024.* | |
| 23.1 | Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release, dated as of July 2, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain exhibits and schedules to these exhibits have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request. |
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: July 3, 2024