Dakota Gold Announces Pricing of $75 Million Public Offering

Rhea-AI Summary

Dakota Gold (NYSE American: DC) priced a U.S. public offering of 12,336,000 common shares for gross proceeds of approximately $75.0 million, with an underwriter option to purchase up to 1,850,400 additional shares (15%) raising gross proceeds to about $86.25 million if exercised.

The offering is expected to close on or about Feb 11, 2026, subject to customary closing conditions. Net proceeds are planned for working capital and general corporate purposes.

Positive

• Gross proceeds of $75.0 million to fund working capital
• Underwriter option could increase proceeds to $86.25 million (15% additional shares)
• Syndicate led by established banks including BMO Capital Markets and Scotiabank

Negative

• Issuance of 12,336,000 shares may cause shareholder dilution
• Additional 1,850,400 share option could further dilute if exercised

Key Figures

Base gross proceeds: $75 million Gross with option: $86.25 million Shares offered: 12,336,000 shares +5 more

8 metrics

Base gross proceeds $75 million Current public offering, before expenses

Gross with option $86.25 million If underwriters’ option exercised in full

Shares offered 12,336,000 shares Common stock in current US offering

Underwriters’ option size 1,850,400 shares Additional shares, 15% of base offering

Option period 30 days Underwriters’ option from underwriting agreement date

Total capitalization $119,249,297 As of September 30, 2025 (424B5 filing)

Cash and equivalents $33,022,053 As of September 30, 2025 (424B5 filing)

Shares outstanding 113,262,094 shares Outstanding at time of Rule 144 notice (Jan 2026)

Market Reality Check

Price: $6.59 Vol: Volume 1,496,047 is sligh...

normal vol

$6.59 Last Close

Volume Volume 1,496,047 is slightly below 20-day average of 1,705,665 shares. normal

Technical Price $6.59 trades above 200-day MA at $4.44 and about 9.1% below 52-week high of $7.25.

Peers on Argus

Momentum scanner shows only CNL up about 8.38%, while the scanner flags DC’s dir...

1 Up

Momentum scanner shows only CNL up about 8.38%, while the scanner flags DC’s direction as down. Broader gold peers (NFGC, GAU, CMCL, GROY, ODV) show single‑digit gains, suggesting DC’s move around this equity offering is more stock‑specific than sector‑driven.

Previous Offering Reports

2 past events · Latest: Mar 20 (Negative)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Mar 20	Equity offering pricing	Negative	-8.8%	Pricing of 12.4M-share common stock offering for ~$35M gross proceeds.
Mar 20	Equity offering launch	Negative	-8.8%	Announcement of 12.4M-share public offering with 30-day underwriter option.

Pattern Detected

Prior common stock offerings in March 2025 saw negative reactions of about -8.79%, indicating a pattern of share‑price pressure on equity raises.

Recent Company History

In the last year, Dakota Gold used its shelf registration to complete underwritten common stock offerings, including two related announcements on Mar 20, 2025 totaling 12.4 million shares for gross proceeds of about $35–40 million. Those financings, made for working capital and general corporate purposes, coincided with a -8.79% price reaction. Today’s offering of new common shares fits into this ongoing equity‑funding pattern.

Historical Comparison

offering

-8.8 %

Average Historical Move

Historical Analysis

Past Dakota Gold common stock offerings over the last year produced an average one‑day move of about -8.79%, showing that equity raises have historically weighed on the share price.

Typical Pattern

Two equity offerings in March 2025 under the company’s shelf registration established a pattern of funding operations through underwritten common stock sales.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-07-24

Dakota Gold has an active Form S-3 shelf registration filed on 2025-07-24, used via recent 424B5 prospectus supplements on 2025-11-13 and 2026-02-09 to support underwritten common stock offerings. Specific shelf capacity amounts are not provided.

Market Pulse Summary

This announcement prices a US underwritten common stock offering of 12,336,000 shares for gross proc...

Analysis

This announcement prices a US underwritten common stock offering of 12,336,000 shares for gross proceeds of about $75 million, rising to $86.25 million if the underwriters’ option is fully exercised. The deal uses Dakota Gold’s effective Form S-3 shelf and follows prior offerings and recent insider activity. Investors may watch closing conditions, any exercise of the 30‑day option, and future use of proceeds on exploration and corporate objectives.

Key Terms

underwriters, underwriting agreement, shelf registration statement, form s-3, +1 more

5 terms

underwriters financial

"Dakota Gold has also granted the Underwriters an option..."

Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.

underwriting agreement financial

"from the date of the Underwriting Agreement, dated February 9, 2026..."

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

shelf registration statement regulatory

"pursuant to the Company's effective shelf registration statement on Form S-3..."

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"effective shelf registration statement on Form S-3, including a base prospectus..."

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"by means of a prospectus and related prospectus supplement meeting the requirements..."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

Lead, South Dakota--(Newsfile Corp. - February 9, 2026) - Dakota Gold Corp. (NYSE American: DC) ("Dakota Gold" or the "Company") today announced the pricing of its previously announced public offering of 12,336,000 shares of its common stock, par value $0.001 (the "Common Stock") in the United States (the "Offering"). The Offering is expected to close on or about February 11, 2026 and is subject to the satisfaction of customary closing conditions.

The gross proceeds to Dakota Gold from the Offering, before deducting expenses, will be approximately $75 million, or approximately $86.25 million if the Underwriters exercise the Option (as defined below) in full.

The Company expects to use the net proceeds of the Offering for working capital and other general corporate purposes.

The shares of Common Stock will be offered by the Company with BMO Capital Markets and Scotiabank acting as lead book-running managers and Canaccord Genuity, CIBC Capital Markets, Agentis Capital Markets (Financial Markets LP), H.C. 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 an additional 1,850,400 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 several Underwriters.

The Offering to the public in the United States is being made pursuant to the Company's effective shelf registration statement on Form S-3, including a base prospectus, previously filed with the Securities and Exchange Commission (the "SEC"). The Offering in the United States 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 may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the base prospectus may be obtained 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, 6^th 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 news release does not constitute an offer to sell or the solicitation of an offer to buy shares of 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-caliber gold mineral properties covering over 49 thousand acres surrounding the historic Homestake Mine.

For further information about Dakota Gold Corp., please contact:

Jack Henris
President and COO
Tel: +1 605-717-2540

Shawn Campbell
Chief Financial Officer
Tel: +1 778-655-9638

Carling Gaze
VP of Investor Relations and Corporate Communications
Tel: +1 605-679-7429
Email: info@dakotagoldcorp.com

CAUTIONARY STATEMENT 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, disclosure regarding the conduct of the Offering; the granting of the Underwriters' option to purchase additional shares; and the anticipated use of 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," "forecast," "project," "estimate," "potential," "could," "may," "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 regarding factors that may cause actual results to differ materially from those indicated in our forward-looking statements, we refer you 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 by annual, quarterly and current reports that 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 of this communication, and we undertake no obligation to update or revise these statements, whether as a result of new information, future events or otherwise, except as may be required by law. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not put undue reliance on these statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283360

FAQ

What did Dakota Gold (DC) announce about its February 2026 public offering?

Dakota Gold priced a U.S. public offering of 12,336,000 common shares for approximately $75.0 million. According to Dakota Gold, the offering includes a 30-day underwriter option for 1,850,400 additional shares, potentially increasing gross proceeds to about $86.25 million.

When is the Dakota Gold (DC) offering expected to close and what are the proceeds used for?

The offering is expected to close on or about February 11, 2026, subject to customary conditions. According to Dakota Gold, net proceeds are intended for working capital and other general corporate purposes, with exact allocation dependent on corporate needs at closing.

How large is the underwriters' option in Dakota Gold's (DC) February 2026 offering?

The underwriters have a 30-day option to buy up to 1,850,400 additional shares, equal to 15% of the base offering. According to Dakota Gold, full exercise would raise gross proceeds from $75.0 million to about $86.25 million.

Who are the lead managers for Dakota Gold's (DC) $75 million offering?

BMO Capital Markets and Scotiabank are the lead book-running managers for the offering. According to Dakota Gold, several co-managers also participate, including Canaccord Genuity, CIBC Capital Markets, H.C. Wainwright, and others.

Will Dakota Gold (DC) sell shares outside the United States in this offering?

The offering described is being made in the United States under the company's effective Form S-3 shelf registration. According to Dakota Gold, any sale in other jurisdictions must comply with local securities laws and qualifications.