Orion Resource Partners (USA) LP filed an amended Schedule 13G reporting beneficial ownership of 5,181,766 shares of Dakota Gold Corp. common stock, representing about 4.6% of the company’s outstanding shares as of December 31, 2025.
The shares are held directly by OMF Fund IV SPV C LLC, for which Orion acts as investment adviser and may be deemed to have voting and investment control. The filing indicates the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Dakota Gold.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Dakota Gold Corp.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
46655E100
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
46655E100
1
Names of Reporting Persons
ORION RESOURCE PARTNERS (USA) LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,181,766.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,181,766.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,181,766.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.6 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Dakota Gold Corp.
(b)
Address of issuer's principal executive offices:
106 Glendale Drive, Suite A, Lead, South Dakota, 57754
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of Orion Resource Partners (USA) LP (the "Reporting Person"). The Reporting Person serves as investment advisor to OMF Fund IV SPV C LLC, a limited liability company existing under the laws of the State of Delaware ("Fund IV"). Based on the relationship described herein, the Reporting Person may be deemed to have voting and investment control over the shares of Common Stock ("Shares") reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Person is 1045 Avenue of the Americas, New York, NY 10018.
(c)
Citizenship:
The Reporting Person is a Delaware limited partnership.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
46655E100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of December 31, 2025, the Reporting Person may be deemed the beneficial owner of 5,181,766 Shares held directly by Fund IV.
(b)
Percent of class:
As of December 31, 2025, the Reporting Person may be deemed the beneficial owner of approximately 4.6% of Shares outstanding. This percentage is based on 113,262,094 Shares outstanding as of November 13, 2025, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
5,181,766
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
5,181,766
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The responses to Items 2 and 4 are incorporated by reference herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
