Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-263883
Prospectus Supplement No. 2
(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 July 12, 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 July 11, 2022, the closing price of our common stock was $3.40.
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 July 12, 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): July 7, 2022
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: (605) 906-8363
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: None
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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 7, 2022, Alex Morrison notified Dakota Gold Corp. (the "Company") that he does not wish to stand for re-election as a director at the Company's 2022 Annual Meeting of Stockholders (the "Annual Meeting"). Mr. Morrison will continue to serve as a director until the expiration of his current term at the Annual Meeting. Mr. Morrison's departure is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DAKOTA GOLD CORP. | ||
| (Registrant) | ||
| Date: July 12, 2022 | ||
| By: | /s/ Shawn Campbell | |
| Name: Shawn Campbell | ||
| Title: Chief Financial Officer | ||