Dakota Gold raises $70.55M in stock sale

Dakota Gold Corp. completed an underwritten public offering of 12,336,000 shares of common stock at $6.08 per share, generating estimated net proceeds of about $70.55 million after discounts and expenses.

Accepted by SEC EDGAR 02/11/2026 - 04:02 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Dakota Gold Corp. completed an underwritten public offering of 12,336,000 shares of common stock at $6.08 per share, generating estimated net proceeds of about $70.55 million after discounts and expenses. The company also granted underwriters a 30-day option to buy up to 1,850,400 additional shares.

The shares were issued under an effective shelf registration statement on Form S-3 and a February 9, 2026 prospectus supplement. Dakota Gold plans to use the net proceeds for working capital and other general corporate purposes. The offering closed on February 11, 2026.

Insights

Equity capital markets analyst

Dakota Gold raises $70.55M in an underwritten stock sale.

Dakota Gold Corp. issued 12,336,000 common shares at $6.08 per share under an underwriting agreement with BMO Capital Markets and Scotia Capital. The deal includes a 30-day option for underwriters to purchase up to 1,850,400 additional shares.

Estimated net proceeds are about $70.55 million after underwriting discounts, commissions and offering expenses. The transaction was conducted off an effective Form S-3 shelf via a prospectus supplement dated February 9, 2026, with closing on February 11, 2026.

The company intends to use the cash for working capital and other general corporate purposes. The balance between new capital and equity dilution depends on the company’s subsequent deployment of funds, which will be detailed in future disclosures rather than in this agreement summary.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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What did Dakota Gold Corp. (DC) announce in this Form 8-K?

Dakota Gold Corp. reported it completed an underwritten public offering of common stock. The company issued 12,336,000 shares at $6.08 per share under an existing Form S-3 shelf registration and related prospectus supplement dated February 9, 2026, with closing on February 11, 2026.

How much capital did Dakota Gold Corp. (DC) raise in the stock offering?

Dakota Gold estimates net proceeds of approximately $70.55 million from this offering. That figure is after deducting underwriting discounts, commissions, and estimated offering expenses, reflecting the cash the company expects to retain for working capital and other general corporate purposes.

How many Dakota Gold Corp. (DC) shares were sold and at what price?

The company agreed to issue and sell 12,336,000 shares of its common stock at an offering price of $6.08 per share. It also granted underwriters a 30-day option to purchase up to an additional 1,850,400 shares under the same underwriting agreement terms.

What will Dakota Gold Corp. (DC) use the offering proceeds for?

Dakota Gold intends to use the net proceeds from the offering for working capital and other general corporate purposes. This broad category typically covers funding day-to-day operations, potential project spending, and strengthening the balance sheet as determined by management.

Which banks underwrote Dakota Gold Corp.’s (DC) common stock offering?

BMO Capital Markets Corp. and Scotia Capital Inc. acted as representatives of the several underwriters. They entered into an underwriting agreement with Dakota Gold on February 9, 2026, which included customary representations, conditions, termination rights, and indemnification provisions under the Securities Act.

Under what registration statement was Dakota Gold Corp.’s (DC) offering made?

The offering was made pursuant to a shelf registration statement on Form S-3, File No. 333-288922. That registration was filed on July 24, 2025 and declared effective on August 8, 2025, and was supplemented by a prospectus supplement dated February 9, 2026.

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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): February 9, 2026

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

Delaware	001-41349	85-3475290
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
106 Glendale Drive, Suite A, Lead, South Dakota, United States 57754 (Address of principal executive offices) (Zip Code)
(605) 906-8363 (Registrant's telephone number, including area code)

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 Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		DC		NYSE American LLC
Warrants, each whole warrant exercisable for one share of the Registrant’s common stock at an exercise price of $2.08 per share		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                 x

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 8.01. Other Events.

On February 9, 2026, Dakota Gold Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BMO Capital Markets Corp. and Scotia Capital Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 12,336,000 shares of its common stock, par value $0.001 (the “Shares”), to the Underwriters (the “Offering”). The Company granted the Underwriters an option to purchase up to an additional 1,850,400 Shares within 30 days. The Shares were offered to the public at an offering price of $6.08 per Share.

The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is being made pursuant to the shelf registration statement on Form S-3 (File No. 333-288922) that was filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 24, 2025 and declared effective by the SEC on August 8, 2025, and a related prospectus supplement, dated February 9, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act.

The Offering closed on February 11, 2026. The Company estimates that the net proceeds from the Offering will be approximately $70.55 million, after deducting underwriting discounts and commissions and estimated Offering expenses. The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)            Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated February 9, 2026
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
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: February 11, 2026

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 215.7 KB
• EX-5.1 EXHIBIT 5.1 25.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 26.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 36.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 25.2 KB