Dakota Gold Corp. Files 8-K on Security Holder Matters

TL;DR

Dakota Gold Corp. filed an 8-K detailing changes to security holder rights and corporate governance.

AI Summary

Dakota Gold Corp. filed an 8-K on May 17, 2024, reporting on events that occurred on May 14, 2024. The filing indicates material modifications to the rights of security holders, amendments to its articles of incorporation or bylaws, and the submission of matters to a vote of security holders. It also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by Dakota Gold Corp. that could impact the rights and governance of its security holders.

Risk Assessment

Risk Level: medium — Filings related to material modifications of security holder rights and amendments to corporate governance documents can introduce uncertainty and potential risks.

Key Players & Entities

• Dakota Gold Corp. (company) — Registrant
• May 14, 2024 (date) — Earliest event reported
• May 17, 2024 (date) — Filing date
• 106 Glendale Drive, Suite A, Lead, South Dakota 57754 (address) — Principal executive offices

FAQ

Filing Documents

• form8k.htm (8-K) — 32KB
• exhibit2-1.htm (EX-2.1) — 20KB
• exhibit3-1.htm (EX-3.1) — 1KB
• exhibit3-2.htm (EX-3.2) — 1KB
• exhibit3-3.htm (EX-3.3) — 87KB
• exhibit3-4.htm (EX-3.4) — 1KB
• exhibit3-1xu003.jpg (GRAPHIC) — 70KB
• exhibit3-1xu004.jpg (GRAPHIC) — 111KB
• exhibit3-2xu002.jpg (GRAPHIC) — 67KB
• exhibit3-2xu003.jpg (GRAPHIC) — 143KB
• exhibit3-2xu004.jpg (GRAPHIC) — 226KB
• exhibit3-2xu005.jpg (GRAPHIC) — 107KB
• exhibit3-2xu006.jpg (GRAPHIC) — 25KB
• exhibit3-4xu003.jpg (GRAPHIC) — 122KB
• exhibit3-4xu004.jpg (GRAPHIC) — 228KB
• exhibit3-4xu005.jpg (GRAPHIC) — 196KB
• exhibit3-4xu006.jpg (GRAPHIC) — 192KB
• exhibit3-4xu007.jpg (GRAPHIC) — 171KB
• 0001062993-24-010607.txt ( ) — 2670KB
• dc-20240514.xsd (EX-101.SCH) — 4KB
• dc-20240514_cal.xml (EX-101.CAL) — 1KB
• dc-20240514_def.xml (EX-101.DEF) — 22KB
• dc-20240514_lab.xml (EX-101.LAB) — 45KB
• dc-20240514_pre.xml (EX-101.PRE) — 24KB
• form8k_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders On May 14, 2024, following the receipt of approval by its shareholders, Dakota Gold Corp. (the "Company") changed its state of incorporation from the State of Nevada to the State of Delaware (the "Reincorporation") pursuant to a plan of conversion dated February 13, 2024 (the "Plan of Conversion"). The Reincorporation was accomplished by filing: (i) articles of conversion with the Secretary of State of the State of Nevada (the "Articles of Conversion"); (ii) a certificate of conversion (the "Delaware Certificate of Conversion") with the Secretary of State of the State of Delaware; and (iii) a certificate of incorporation, as amended and restated (the "Delaware Certificate of Incorporation") with the Secretary of State of the State of Delaware. In connection with the Reincorporation, the Company's board of directors adopted new bylaws in the form attached to the Plan of Conversion (the "Delaware Bylaws"). The Reincorporation was previously submitted to a vote of, and approved by, the Company's stockholders at its annual meeting of the stockholders of the Company held on May 14, 2024 (the "Meeting"). Effective on May 14, 2024, the date of effectiveness of the Reincorporation: the affairs of the Company ceased to be governed by the corporate laws of the state of Nevada and became subject to the corporate laws of the state of Delaware; the resulting entity ("Reincorporated Dakota Gold") is the same entity as previously incorporated in the State of Nevada and will continue with all of the rights, privileges and powers of the Company, will possess all of the properties of the Company, will continue with all of the debts, liabilities and obligations of the Company and will continue with the same officers and directors of the Company; all of the issued and outstanding shares of Common Stock of the Company were automatically converted into issued and outstanding shares of common stock of Reincorporated Dakot

03 Amendments to Articles of Incorporation or Bylaws

Item 5.03 Amendments to Articles of Incorporation or Bylaws As disclosed in Item 3.03 above, effective May 14, 2024, the Company changed its state of incorporation from Nevada to Delaware pursuant to the Plan of Conversion. As of that date, the rights of the Company's stockholders began to be governed by Delaware corporation laws, the Delaware Certificate of Incorporation and the Delaware Bylaws. The Delaware Certificate of Incorporation and the Delaware Bylaws are filed herewith as Exhibits 3.2, 3.3, respectively, and incorporated herein by reference. A more detailed description of the Delaware Certificate of Incorporation and Delaware Bylaws, and the changes in rights of the Company's stockholders as a result of the Reincorporation, is set forth in the Proxy Statement, which description is incorporated in its entirety herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Meeting, by a vote of stockholders entitled to vote, the stockholders voted upon and approved proposals to: i. elect seven directors to serve for a term that expires on the date of the Company's next annual meeting of stockholders (the "Proposal 1"); ii. ratify the appointment of Ernst & Young LLP. As the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 (the "Proposal 2"); and iii. reincorporate the Company from the State of Nevada to the State of Delaware (the "Proposal 3"). Election results for Proposal 1 are as follows: Name of Nominee For Withheld Broker Non-Votes Gerald Aberle 49,462,069 74,946 6,941,559 Jonathan Awde 49,451,506 85,509 6,941,559 Jennifer Grafton 42,436,612 7,100,403 6,941,559 Amy Koenig 44,948,529 4,588,486 6,941,559 Stephen O'Rourke 49,133,366 403,649 6,941,559 Robert Quartermain 49,108,264 428,751 6,941,559 Alice Schroeder 46,751,237 2,785,778 6,941,559 Election results for Proposal 2 are as follows: For Against Abstain 56,422,815 20,244 35,515 Election results for Proposal 3 are as follows: For Against Abstain 48,965,426 141,226 428,563

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Plan of Conversion of Dakota Gold Corp., dated February 13, 2024. 3.1 Certificate of Conversion of Dakota Gold Corp., as filed with the Secretary of State of Delaware on May 14, 2024. 3.2 Certificate of Incorporation of Dakota Gold Corp., as filed with the Secretary of State of Delaware on May 14, 2024. 3.3 Delaware Bylaws of Dakota Gold Corp. 3.4 Articles of Conversion of Dakota Gold Corp., as filed with the Secretary of State of Nevada on May 14, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: May 17, 2024 By: /s/ Shawn Campbell Name: Shawn Campbell Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR