The gross proceeds to Dakota Gold from the Offering, before expenses, will be approximately $75 million, or approximately $86.25 million if the Underwriters fully exercise the Option (as defined below).
The Company expects to use the net proceeds from the Offering for working capital and other general corporate purposes.
The common shares will be offered by the Company, with BMO Capital Markets and Scotiabank acting as lead bookrunning managers and Canaccord Genuity, CIBC Capital Markets, Agentis Capital Markets (Financial Markets LP), HC Wainwright & Co., RBC Capital Markets and D. Boral Capital acting as co-managers (collectively, the “Underwriters”).
Dakota Gold has also granted the Underwriters an option (the “Option”) to purchase up to 1,850,400 additional shares of common stock, representing up to 15% of the number of shares of common stock to be sold pursuant to the Offering. The Option is exercisable for a period of 30 days from the date of the Underwriting Agreement, dated February 9, 2026, between Dakota Gold and BMO Capital Markets and Scotiabank, as representatives of the various Underwriters.
The Offering to the public in the United States is being made pursuant to the Company’s effective registration statement on Form S-3, including a base prospectus, previously filed with the Securities and Exchange Commission (the “SEC”). The United States Offering will be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. You can obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, you may obtain copies of the preliminary prospectus supplement and the base prospectus by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, New York, NY 10036, or by email at bmoprospectus@bmo.com or Scotia Capital Inc., 40 Temperance Street, 6e Floor, Toronto, Ontario, Canada M5H 1Y4, Attention: Equity Capital Markets, or by telephone at (212) 255-6854, or by email at us.ecm@scotiabank.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any shares of our common stock, nor shall there be any sale of these 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.
About Dakota Gold Corp.
Dakota Gold is a South Dakota-based responsible gold exploration and development company with a specific focus on revitalizing the Homestake District in Lead, South Dakota. Dakota Gold has high-grade gold mineral properties spanning more than 49,000 acres surrounding the historic Homestake Mine.
For more information about Dakota Gold Corp. you can contact:
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS OR INFORMATION
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, disclosures regarding the conduct of the Offering; the granting of the option to the Underwriters to purchase additional shares; and the expected use of the proceeds from the Offering. In certain cases, forward-looking statements can be identified by the use of words and phrases or variations of such words and phrases or statements such as “anticipate,” “expect,” “plan,” “likely,” “believe,” “intend,” “predict,” “project,” “estimate,” “potential,” “may,” “could,” “will,” “would” or “should.” These forward-looking statements are based on assumptions and expectations that may not be realized and are inherently subject to numerous risks and uncertainties, which could cause actual results to differ materially from these statements. For additional information about factors that could cause actual results to differ materially from those indicated in our forward-looking statements, please refer to the risk factors included in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as updated in the annual, quarterly and current reports we file with the SEC, which are available at www.sec.gov. We caution investors not to place undue reliance on the forward-looking statements contained in this communication. These statements speak only as of the date hereof and we undertake no obligation to update or revise these statements, whether as a result of new information, future events or otherwise, except as required by law. You should not construe statements about past trends or activities as an indication that the trends or activities will continue in the future. Therefore, you should not place undue reliance on these statements.
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