[8-K] Dakota Gold Corp. Reports Material Event

Rhea-AI Filing Summary

Dakota Gold Corp. has changed its independent auditor, appointing Deloitte & Touche LLP on November 18, 2025 for the fiscal year ending December 31, 2025 and dismissing Ernst & Young LLP. EY’s audit reports for the years ended December 31, 2024 and 2023 contained no adverse opinions, disclaimers, or qualifications.

The company reports there were no disagreements with EY on accounting principles, financial statement disclosure, or audit procedures through November 18, 2025. Dakota Gold also states it did not consult with Deloitte on accounting or audit matters before the appointment. EY’s confirmation letter to the SEC is included as an exhibit.

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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): November 18, 2025

DAKOTA GOLD CORP.
(Exact name of registrant as specified in its charter)

Delaware	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:

Title of each class		Trading Symbols		Name of each exchange on which registered
Common Stock, par value $0.001 per share		DC		NYSE American LLC
Warrants, each warrant exercisable for one share of the Registrant's common stock at an exercise price of $2.08		DC.WS		NYSE American LLC

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 4.01 Changes in Registrant's Certifying Accountant.

On November 18, 2025, upon the completion of a competitive selection process conducted by the Audit Committee of the Board of Directors of Dakota Gold Corp. (the "Company"), the Audit Committee approved, effective immediately, (i) the appointment of Deloitte & Touche LLP ("Deloitte") as the Company's new independent registered public accounting firm for the fiscal year ending December 31, 2025 and (ii) the dismissal of Ernst & Young LLP ("EY") as the Company's independent registered public accounting firm.

EY's reports on the Company's financial statements for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. In connection with the audits of the Company's consolidated financial statements for each of the fiscal years ended December 31, 2024 and 2023, and in the subsequent interim period through November 18, 2025, there were no disagreements between the Company and EY on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of EY would have caused EY to make reference to the matter in their report.

The Company has provided EY with a copy of the disclosures it is making in this Current Report on Form 8-K and has requested that EY furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of such letter, dated November 21, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

During the Company's two most recent fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through November 18, 2025, neither the Company nor anyone acting on its behalf consulted with Deloitte regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto).

[Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 

Exhibit No.	Description
16.1	Letter from Ernst & Young LLP dated November 21, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)]

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:  November 21, 2025

FAQ

What change in auditor did Dakota Gold Corp. (DC) announce?

Dakota Gold Corp. appointed Deloitte & Touche LLP as its new independent registered public accounting firm for the fiscal year ending December 31, 2025, and dismissed Ernst & Young LLP on November 18, 2025.

Did Ernst & Young issue any adverse opinions on Dakota Gold (DC) financials?

No. Ernst & Young LLP’s reports on Dakota Gold’s financial statements for the years ended December 31, 2024 and December 31, 2023 had no adverse opinions, disclaimers, or qualifications.

Were there any disagreements between Dakota Gold and Ernst & Young before the change?

Dakota Gold states there were no disagreements with Ernst & Young on accounting principles, financial statement disclosure, or audit scope/procedures during the fiscal years ended 2024 and 2023 and through November 18, 2025.

Did Dakota Gold consult Deloitte on accounting issues before hiring them?

The company reports that during the fiscal years ended December 31, 2024 and 2023, and through November 18, 2025, it did not consult Deloitte on the application of accounting principles, potential audit opinions, or any disagreement or reportable event.

What document from Ernst & Young is included with Dakota Gold’s 8-K?

Dakota Gold includes as an exhibit a letter from Ernst & Young LLP dated November 21, 2025, addressed to the SEC, relating to the company’s disclosures about the auditor change.

Which fiscal years of Dakota Gold were previously audited by Ernst & Young?

Ernst & Young LLP audited Dakota Gold’s consolidated financial statements for the fiscal years ended December 31, 2024 and December 31, 2023.